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,
2009


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.


(Exact
name of registrant as specific 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, Colorado 80023(Address of
      Principal Executive Offices)(303)
      369-5562(Issuer’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 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 “small
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):





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





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 June 30, 2009, was $993,709 (based on the closing 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.





The
number of shares of the registrant’s common stock outstanding as of
June 30, 2009: 26,378,721 shares.









GLOBAL
CLEAN ENERGY, INC.


REPORT
ON FORM 10-Q


FOR
THE QUARTERLY PERIOD ENDED JUNE 30, 2009




Contents





PART
      I – FINANCIAL INFORMATION
              4Item
      1. Financial Statements.
              4Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operation.
              8Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
              10Item
      4T. Controls and Procedures.
              10PART
      II – OTHER INFORMATION
              11Item
      1. Legal Proceedings
              11Item
      1A. Risk Factors
              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
              11Item
      5. Other Information
              11Item
      6. Exhibits
              12
  2




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.





3





PART
I – FINANCIAL INFORMATION




Item 1.
Financial Statements.




GLOBAL CLEAN ENERGY,
INC.


Balance
Sheets (Unaudited)




ASSETS




June
      30, 2009
              
              
              December
      31, 2009Current
      assets:Cash
              
              $
              4,542
              
              
              $
              45,858Other
      assets:Cyclonic
      Dredging Pump Rights and Patent
              
              
              450,000
              
              
              
              450,000Hybrid
      Gasification System Rights and Patent
              
              
              1,000,000
              
              
              
              –Total
      assets
              
              $
              1,454,542
              
              
              $
              495,858LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilities:Accrued
      compensation — officers, directors and consultants
              
              $
              598,968
              
              
              $
              523,968Accounts
      payable
              
              
              313,616
              
              
              
              125,688Promissory
      Notes
              
              
              512,400
              
              
              
              486,900Liabilities
              
              $
              1,424,984
              
              
              $
              1,136,556Stockholders’
      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 – 26,378,721 shares
              
              
              26,378
              
              
              
              25,378Additional
      paid-in capital
              
              
              2,478,555
              
              
              
              1,478,555Accumulated
      deficit
              
              
              (2,475,375
              )
              
              
              (2,144,631
              )Total
      liabilities and stockholders’ deficit
              
              $
              1,454,542
              
              
              $
              495,858




See notes
to financial statements.




4




GLOBAL CLEAN ENERGY,
INC.


Statements of Operations
(Unaudited)


Three
      Months Ended
            
            
            Six
      Months EndedJune
      30,
            
            
            June
      30,2009
            
            
            2008
            
            
            2009
            
            
            2008Costs
      and expenses:Compensation
      — officers, directors and consultants
            
            $
            23,750
            
            
            $
            58,100
            
            
            $
            23,750
            
            
            $
            110,600Professional
      fees
            
            
            6,000
            
            
            
            14,328
            
            
            
            39,288
            
            
            
            52,728General
      and administrative
            
            
            0
            
            
            
            40,973
            
            
            
            8,758
            
            
            
            70,577Depreciation
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0Interest
      and bank charges
            
            
            20
            
            
            
            255
            
            
            
            20
            
            
            
            592Net
      loss applicable to common stockholders
            
            $
            (29,770
            )
            
            $
            (113,656
            )
            
            $
            (71,816
            )
            
            $
            (234,497
            )Basic
      and diluted net loss per common share
            
            $
            **
            
            
            $
            (.01
            )
            
            $
            **
            
            
            $
            (.01
            )Weighted
      average number of common shares outstanding
            
            
            25,378,721
            
            
            
            25,378,721
            
            
            
            25,378,721
            
            
            
            25,378,721





**
            Less
      than $(.01) per share





See notes
to financial statements.




5




GLOBAL CLEAN ENERGY,
INC.


Statements of Cash Flows
(Unaudited)


Six
      Months EndedJune
      30,2009
            
            
            2008Cash
      flows from operating activities:Net
      loss
            
            $
            (71,816
            )
            
            $
            (234,497
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Common
      stock issued for services and acquisition
            
            
            1,000,000
            
            
            
            450,000DepreciationLoss
      on sale of equipmentChanges
      in operating assets and liabilities:Advances
            
            $
            —
            
            
            $
            (10,000
            )Accounts
      Payable
            
            
            187,928
            
            
            
            44,783Accrued
      compensation — officers, directors and consultants
            
            
            75,000
            
            
            
            10,566Other
      accrued expensesNet
      cash used in operating activities
            
            
            (29,770)
            
            
            
            (189,148
            )Cash
      flows from investing activities:Proceeds
      from sale of equipment
            
            
            —
            
            
            
            —Net
      cash used in investing activities
            
            
            —
            
            
            
            —Cash
      flows from financing activities:Proceeds
      from promissory note
            
            
            25,500
            
            
            
            225,000Repayment
      of promissory noteNet
      cash provided by financing activities
            
            
            25,500
            
            
            
            225,000Net
      increase (decrease) in cash
            
            
            (41,316
            )
            
            
            38,852Cash
      at beginning of year
            
            
            45,858
            
            
            
            51Cash
      at end of period
            
            $
            4,542
            
            
            $
            35,903Supplemental
      disclosure of cash flow information:Cash
      paid for interest
            
            $
            —
            
            
            $
            —Supplemental
      disclosure of noncash investing and financing activities:Common
      stock issued for services and acquisition
            
            $
            1,000,000
            
            
            $
            450,000





See notes
to financial statements.





6





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 Notes




On May
15, 2009, Sylvain McMahonloaned to the Company the amount of $25,500 in exchange for an unsecured
promissory note in the same amount that accrues interest at a rate of 7.5% per
annum and is due and payable in full on May 14, 2010.




3.
Common Stock




On April
29, 2009, Global Clean Energy, Inc. (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 (the “Securities Act”).





7




Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operation.




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.  We believe 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 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
proprietary 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.





We are
focusing 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 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 we are successful in penetrating the UK, Canadian and U.S. markets,
we intend to expand to other international markets targeting clients with
similar profiles.





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.  We believe the projects directly address local priorities
for economic development, energy creation and environmental
concerns.





On April
29, 2009, we  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 us. As consideration for
the assignment, we issued to the Inventors 1,000,000 restricted shares of our
common stock, with each share having an agreed upon value of $1.00 per share,
which increased our asset base by $1,000,000.





In the
second quarter of 2009 we filed two new patents, crucial components to convert
bio-mass into bio-energy:




8




Hybrid
Steam-reforming Gasifier





Gasification
is the process of capturing the energy contained in solid organic bio-mass, by
high temperature conversion of the material into synthetic gas. What is crucial
to this process is being able to create synthetic gas in a clean and efficient
manner, minimizing the energy input needed to heat the solids and maximizing the
amount of energy produced. While gasification is not a new process, commercial
scale gasifiers capable of processing between 20 - 100 tons per day of organic
material are a challenge to design, and no current technology has proven its
commercial viability.





We have
undertaken the challenge of developing a viable technology in this niche. After
5 years of research and development, we expect to unveil our prototype hybrid
gasifier in the 3rd quarter
of 2009. We believe that the design is a radical and novel approach to
gasification combining the high efficiency conversion rate of non-oxygen
steam-reforming gasification, with a low-energy cost partial-oxygenation
capability. We believe our design has the flexibility of gasifying a variety of
organic inputs – biomass, coal, municipal solid waste – at the most efficient
temperature and energy cost, while limiting emissions to a minimum.





Vortex
Fluidized Pump





Clean
(pure) synthetic gas and minimal emissions to the environment are key design
elements of our gasifier. A key component to purifying the gas is a centrifuge
which can separate and remove unwanted particulates. We have enlisted Dr. George
Vatistas, one of the world’s leading authorities on vortex theory, to determine
the maximum the capacity and efficiency of our recently-patented vortex pump,
for both air and liquid pumping and centrifuging.  Dr. Vatistas has
created a digital model of the pump and redesigns are currently being machined
by Cascades Engineering. Dr. Vatistas has recently secured a collaborative grant
to equip a lab designed to test the pump in vivo.




Results of
Operations




We had no
sales during the three and six month periods ended June 30, 2009 and the
comparable periods of 2008, during which our activities focused primarily on the
development and acquisition of technology required for our business, raising
capital and otherwise implementing our business plan.  Our work has
been concentrated on the full construction and development of our proprietary
vortex pump and our hybrid gasification system.




During
the three and six-month periods ended June 30, 2009, we incurred a net loss
of $29,770 and $71,816, respectively, compared to a net loss of $113,656 and
$234,497, respectively, during the three and six months ended June 30, 2008. Our
decreases in losses for the three and six-month periods ended June 30, 2009
compared to one year ago are primarily attributable to decreased travel and
office expense and decreased professional fees.  Utilizing Janory
Research, which coordinates our research efforts and provides us with access to
a consolidated platform of geographically-dispersed research and experts in
fields relevant to our business, has streamlined our operational methodology and
contributed to the reduced travel expenses experienced during the period covered
by this report, as well as a reduction in our professional fees, which were
$6,000 and $39,288 for the three and six month periods ended June 30, 2009,
respectively, as compared to $14,328 and $52,728 for the three and six month
periods ended June 30, 2008, respectively.




Liquidity and Capital
Resources




As of
June 30, 2009 we had $4,542 in cash and $1,424,984 in current liabilities.
For the three months ended June 30, 2009, we spent $29,770 for operating
activities. Total assets were $1,454,542 at June 30, 2009, due to the
acquisition and patent filing of the vortex pumping unit and hybrid gasification
system. We have not generated any revenues from operations to date.




We have
yet to begin construction of BOO plants or ethanol producing plants. Since
August 2006, we have been engaged in organizational activities, including
developing a strategic operating plan, entering into a license agreement and
raising private capital. 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 6to 12 months and expects to complete the
project within the next 30to36 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 our 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.




9




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). We do not intend to pay dividends to shareholders in
the foreseeable future.




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.




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.




Off-Balance Sheet
Arrangements




We have
never entered into any 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.




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.




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
(the “Exchange Act”)) as of the end of the period covered by this report. Based
upon such evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that, as of June 30, 2009, our disclosure controls and procedures were
effective.




As
disclosed in our Annual Report on Form 10-K for the fiscal year ended December
31, 2008, as amended, management previously determined that our disclosure
controls and procedures were not effective as of December 31,
2008.  As discussed below, during the six month period ended June 30,
2009, management has implemented changes in the processing of transactions which
are designed to ensure that information required to be disclosed in the reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required financial
disclosure.  These changes include action taken to remediate the
previously-identified weakness in our disclosure controls and
procedures.




As
previously reported, management identified as of December 31, 2008 a weakness in
our disclosure controls and procedures related to insufficient personnel,
inadequate segregation of duties, and lack of familiarity with the requirements
imposed by the Exchange Act, which resulted in our failure to include
management’s annual report on internal control over financial reporting in our
Annual Report on Form 10-K for the year ended December 31,
2008.   Management has implemented changes that were designed 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 were implemented during the first and
second quarters of our 2009 fiscal year. Management believes that the changes
implemented have strengthened the overall control over financial
reporting.  As a result of such changes, we believe that the
previously identified weakness in our disclosure controls and procedures no
longer exists.  Such changes we believe are sufficient to conclude
that our disclosure and control procedures, as of June 30, 2009, were
effective.




The
design of any system of control is based upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated objectives under all future events, no matter
how remote, or that the degree of compliance with the policies or procedures may
not deteriorate. Because of its inherent limitations, disclosure controls and
procedures may not prevent or detect all misstatements. Accordingly, even
effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives.




10




Change in Internal Control
over Financial Reporting




Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with generally accepted
accounting principles in the United States. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance of achieving their control
objectives.




There
were no changes in our internal control over financial reporting identified in
connection with the evaluation performed that occurred during the fiscal quarter
covered by this report that has materially affected or is 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.




Item
4. Submission of Matters to a Vote of Security Holders




None.




Item
5. Other Information




None.




11




Item
6. Exhibits




Exhibits:


10.1
              Assignment
      Agreement, dated April 29, 2009, by and among Philip Azimov,
      Louis-Philippe Sénécal and the Company (incorporated by reference from the
      Company’s Current Report onForm 8-K filed on May 12,
  2009).





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




12




SIGNATURE





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.


GLOBAL CLEAN ENERGY,
      INC.Date:
      August 14, 2009
            By:
            /s/
      Earl AzimovEarl
      Azimov, PresidentDate:
      August 14, 2009
            By:
            /s/
      Kenneth S. AdesskyKenneth
      S. Adessky, Chief Financial Officer




13