Global Clean Energy Holdings, Inc. - Quarter Report: 2009 June (Form 10-Q)

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

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

FOR THE QUARTERLY PERIOD ENDED June 30, 2009

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

COMMISSION FILE NUMBER: 0-12627

GLOBAL CLEAN ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Utah		87-0407858
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

	6033 W. Century Blvd, Suite 895, Los Angeles, California 90045
	(Address of principal executive offices)

	(310) 641-4234
	Issuer’s telephone number:

_____________________________________________

(Former Name or Former Address, if Changed Since Last Report)

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 x No ¨ .

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨	Smaller reporting company x

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of August 18, 2009, the issuer had 240,834,095 shares of common stock outstanding, which includes 3,915,016 shares of common stock currently held in escrow.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ¨ No x

GLOBAL CLEAN ENERGY HOLDINGS, INC.

For the quarter ended June 30, 2009

FORM 10-Q

TABLE OF CONTENTS

PART I

ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	23
ITEM 4T.	CONTROLS AND PROCEDURES	23

PART II

ITEM 1.	LEGAL PROCEEDINGS	23
ITEM 1A	RISK FACTORS	23
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	24
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	24
ITEM 5.	OTHER INFORMATION	24
ITEM 6.	EXHIBITS	25

PART I

ITEM 1. FINANCIAL STATEMENTS.

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2009			December 31, 2008

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	930,787		$	291,309
Other current assets		41,959			131,715
Total Current Assets		972,746			423,024

PROPERTY AND EQUIPMENT
Land		2,051,282			2,051,282
Plantation development costs		3,086,643			2,117,061
Plantation equipment		645,876			509,037
Office equipment		10,993			10,993
		5,794,794			4,688,373
Less accumulated depreciation		(48,150	)		(22,296	)
		5,746,644			4,666,077

OTHER ASSETS		2,691			2,691

TOTAL ASSETS	$	6,722,081		$	5,091,792

LIABILITIES AND EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable	$	2,187,970		$	1,890,999
Accrued payroll and payroll taxes		1,382,644			1,158,808
Accrued interest payable		684,776			522,097
Accrued return on noncontrolling interest		339,704			138,014
Secured promissory note		475,000			460,000
Notes payable to shareholders		56,000			56,000
Convertible notes payable		193,200			193,200
Research and development obligation		2,598,880			2,607,945
Total Current Liabilities		7,918,174			7,027,063

MORTGAGE NOTE PAYABLE		2,051,282			2,051,282

EQUITY (DEFICIT)
Global Clean Energy Holdings, Inc. equity (deficit)
Preferred stock - no par value; 50,000,000 shares authorized
Series B, convertible; 13,000 shares issued or subscribed
(aggregate liquidation preference of $1,300,000)		1,290,735			1,290,735
Common stock, no par value; 500,000,000 shares authorized;
227,966,322 and 224,813,819 shares issued and outstanding, respectively		17,702,092			17,634,474
Additional paid-in capital		4,041,321			3,672,724
Deficit accumulated prior to the development stage		(1,399,577	)		(1,399,577	)
Deficit accumulated during the development stage		(27,862,431	)		(27,146,931	)
Total Global Clean Energy Holdings, Inc. Stockholders' Deficit		(6,227,860	)		(5,948,575	)
Noncontrolling interest		2,980,485			1,962,022
Total equity (deficit)		(3,247,375	)		(3,986,553	)

TOTAL LIABILITIES AND EQUITY (DEFICIT)	$	6,722,081		$	5,091,792

The accompanying notes are an integral part of these condensed consolidated financial statements

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

													From Inception of
													the Development Stage
	For the Three Months Ended						For the Six Months Ended						on November 20, 1991
	June 30,						June 30,						through
	2009			2008			2009			2008			June 30, 2009

Revenue	$	29,236		$	-		$	69,236		$	-		$	69,236

Operating Expenses
General and administrative		599,345			503,886			940,438			1,014,911			10,669,723
Research and development		-			-			-			-			986,584

		599,345			503,886			940,438			1,014,911			11,656,307

Loss from Operations		(570,109	)		(503,886	)		(871,202	)		(1,014,911	)		(11,587,071	)

Other Income (Expenses)
Unrealized gain on financial instrument		-			-			-			5,469			4,722,632
Interest income		1			406			2			4,269			66,917
Interest expense		(82,016	)		(61,293	)		(163,525	)		(76,323	)		(1,635,544	)
Interest expense from amortization of discount on secured promissory note		-			(16,603	)		-			(16,603	)		(286,369	)
Foreign currency transaction adjustments		2,007			-			2,007			-			2,007
Gain on debt restructuring		-			-			-			-			2,524,787
Other income		-			-			-			-			906,485

Total Other Income (Expenses)		(80,008	)		(77,490	)		(161,516	)		(83,188	)		6,300,915

Loss from Continuing Operations		(650,117	)		(581,376	)		(1,032,718	)		(1,098,099	)		(5,286,156	)

Income (Loss) from Discontinued Operations		(182,063	)		8,960			(21,315	)		(244,350	)		(22,537,724	)

Net Loss		(832,180	)		(572,416	)		(1,054,033	)		(1,342,449	)		(27,823,880	)

Net loss attributable to the noncontrolling interest		(180,768	)		(84,153	)		(338,533	)		(84,153	)		(653,648	)

Net Loss attributable to Global Clean Energy Holdings, Inc.		(651,412	)		(488,263	)		(715,500	)		(1,258,296	)		(27,170,232	)

Preferred stock dividend from beneficial conversion feature		-			-			-			-			(692,199	)

Net Loss Applicable to Common Shareholders	$	(651,412	)	$	(488,263	)	$	(715,500	)	$	(1,258,296	)	$	(27,862,431	)

Amounts attributable to Global Clean Energy Holdings, Inc. common shareholders:
Loss from Continuing Operations	$	(469,349	)	$	(497,223	)	$	(694,185	)	$	(1,013,946	)	$	(4,632,508	)
Income (Loss) from Discontinued Operations		(182,063	)		8,960			(21,315	)		(244,350	)		(22,537,724	)
Net Loss	$	(651,412	)	$	(488,263	)	$	(715,500	)	$	(1,258,296	)	$	(27,170,232	)

Basic and Diluted Loss per Common Share:
Loss from Continuing Operations	$	(0.002	)	$	(0.002	)	$	(0.003	)	$	(0.005	)
Income (Loss) from Discontinued Operations	$	(0.001	)	$	0.000		$	(0.000	)	$	(0.002	)

Net loss	$	(0.003	)	$	(0.002	)	$	(0.003	)	$	(0.007	)

Basic and Diluted Weighted-Average Common Shares Outstanding		226,654,728			210,893,426			225,739,359			192,866,196

The accompanying notes are an integral part of these condensed consolidated financial statements

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

							From Inception of
							the Development Stage
	For the Six Months Ended						on November 20, 1991
	June 30,						through
	2009			2008			June 30, 2009
Cash Flows From Operating Activities
Net loss	$	(1,054,033	)	$	(1,342,449	)	$	(27,823,880	)
Adjustments to reconcile net loss to net cash used in operating activities
Foreign currency transaction loss (gain)		(12,399	)		244,350			237,623
Gain on debt restructuring		-			-			(2,524,787	)
Share-based compensation for services, expenses, litigation,
and research and development		386,215			246,790			13,100,395
Commitment for research and development obligation		-			-			2,378,445
Depreciation		1,099			266			140,130
Reduction of escrow receivable from research and development		-			-			272,700
Unrealized loss (gain) on financial instrument		-			(5,469	)		(4,722,632	)
Interest expense from amortization of discount on secured
promissory note		-			16,603			286,369
Reduction of legal costs		-			-			(130,000	)
Write-off of subscriptions receivable		-			-			112,500
Impairment loss on assets		-			-			9,709
Gain on disposal of assets, net of losses		-			-			(228,445	)
Write-off of receivable		-			-			562,240
Note payable issued for litigation		-			-			385,000
Changes in operating assets and liabilities
Accounts receivable		-			-			(7,529	)
Other current assets		89,756			20,050			(41,959	)
Accounts payable and accrued expenses		496,707			553,649			5,517,033
Net Cash Used in Operating Activities		(92,655	)		(266,210	)		(12,477,088	)
Cash Flows From Investing Activities
Plantation development costs		(754,714	)		(1,259,502	)		(2,851,407	)
Purchase of property and equipment		(136,839	)		(296,411	)		(877,076	)
Proceeds from disposal of assets		-			-			310,000
Change in deposits		-			(12,691	)		(53,791	)
Issuance of note receivable		-			-			(313,170	)
Payments received on note receivable		-			-			130,000
Net Cash Used in Investing Activities		(891,553	)		(1,568,604	)		(3,655,444	)
Cash Flows From Financing Activities
Proceeds from common stock, preferred stock, and warrants for cash		50,000			75,000			11,474,580
Proceeds from issuance of preferred membership in GCE Mexico I, LLC		1,558,686			957,191			3,973,837
Contributed equity		-			-			131,374
Proceeds from notes payable and related warrants		15,000			250,000			1,961,613
Payments on notes payable		-			(50,000	)		(951,287	)
Proceeds from convertible notes payable		-			-			571,702
Payments on convertible notes payable		-			-			(98,500	)
Net Cash Provided by Financing Activities		1,623,686			1,232,191			17,063,319
Net Increase (Decrease) in Cash and Cash Equivalents		639,478			(602,623	)		930,787
Cash and Cash Equivalents at Beginning of Period		291,309			805,338			-
Cash and Cash Equivalents at End of Period	$	930,787		$	202,715		$	930,787

Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	-		$	12,823
Noncash Investing and Financing Activities:
Reclassification of financial instrument to permanent equity	$	-		$	2,161,045
Acquisition of land in exchange for mortgage note payable		-			2,051,282
Exchange of Series A preferred stock for common stock		-			514,612
Release of common stock held in escrow		17,618			493,292
Accrual of return on noncontrolling interest		201,690			21,377
Plantation costs financed by accounts payable		190,113			-
Equipment depreciation capitalized to plantation development costs		24,755			-

The accompanying notes are an integral part of these condensed consolidated financial statements

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 – History and Basis of Presentation

History

Medical Discoveries, Inc. was incorporated under the laws of the State of Utah on November 20, 1991. Effective as of August 6, 1992, the Company merged with and into WPI Pharmaceutical, Inc., a Utah corporation (“WPI”), pursuant to which WPI was the surviving corporation. Pursuant to the MDI-WPI merger, the name of the surviving corporation was changed to Medical Discoveries, Inc. (“MDI”). MDI’s initial purpose was the research and development of an anti-infection drug known as MDI-P.

On March 22, 2005, MDI formed MDI Oncology, Inc., a Delaware corporation, as a wholly-owned subsidiary to acquire and operate the assets and business associated with the Savetherapeutics transaction. With this transaction, MDI acquired the SaveCream technology and carried on the research and development of this drug candidate. As discussed in Note 9, MDI made the decision in 2007 to discontinue further development of these two drug candidates and sell these technologies.

On September 7, 2007, MDI entered into a share exchange agreement pursuant to which it acquired all of the outstanding ownership interests in Global Clean Energy Holdings, LLC, discussed further in Note 3. Global Clean Energy Holdings, LLC was an entity that had certain trade secrets, know-how, business plans, term sheets, business relationships, and other information relating to the start-up of a business related to the cultivation and production of seed oil from the seed of the Jatropha plant. With this transaction, MDI commenced the research and development of a business whose purpose will be providing feedstock oil intended for the production of bio-diesel.

On January 29, 2008, a meeting of shareholders was held and, among other things, the name Medical Discoveries, Inc. was changed to Global Clean Energy Holdings, Inc. (the “Company”).

Effective April 23, 2008, the Company entered into a limited liability company agreement to form GCE Mexico I, LLC (GCE Mexico) along with six unaffiliated investors. The Company owns 50% of the common membership interest of GCE Mexico and five of the unaffiliated investors own the other 50% of the common membership interest. Additionally, a total of 1,000 preferred membership units were issued to two of the unaffiliated investors. GCE Mexico owns a 99% interest in Asideros Globales Corporativo, (Asideros) a corporation newly organized under the laws of Mexico, and the Company owns the remaining 1% directly. The ownership interests of the six unaffiliated investors in GCE Mexico is presented as noncontrolling interest in the accompanying consolidated financial statements. The Company has consolidated the financial statements of Asideros with its financial statements since the inception of Asideros in April 2008.

Unaudited Interim Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included and are of normal, recurring nature. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange Commission. The results of operations for the three months and six months ended June 30, 2009, may not be indicative of the results that may be expected for the year ending December 31, 2009.

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

Loss per Common Share

Loss per share amounts are computed by dividing loss applicable to the common shareholders of the Company by the weighted-average number of common shares outstanding during each period. Diluted loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents. All outstanding stock options, warrants, convertible notes, convertible preferred stock, and common stock held in escrow are currently antidilutive and have been excluded from the calculations of diluted loss per share at June 30, 2009 and 2008, as follows:

	June 30,
	2009		2008

Convertible notes		128,671		128,671
Convertible preferred stock - Series B		11,818,181		11,818,181
Warrants		29,742,552		29,742,552
Compensation-based stock options and warrants		59,859,083		49,383,000
Common stock held in escrow		3,915,016		4,567,519
		105,463,503		95,639,923

Fair Values of Financial Instruments

The carrying amounts reported in the consolidated balance sheets for accounts payable and the research and development obligation approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amounts reported for the various notes payable and the mortgage note payable approximate fair value because the underlying instruments are at interest rates which approximate current market rates.

Recently Issued Accounting Standards

In April 2009, the FASB issued FSP No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, which provides additional guidance for estimating fair value in accordance with SFAS No. 157. This FSP states that a significant decrease in the volume and level of activity for the asset or liability when compared with normal market activity is an indication that transactions or quoted prices may not be determinative of fair value because there may be increased instances of transactions that are not orderly in such market conditions. Accordingly, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value. This FSP was effective for us beginning April 1, 2009. The adoption of this FSP did not have a material impact on our consolidated financial statements.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, which requires disclosures about the fair value of our financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the balance sheets, in the interim reporting periods as well as in the annual reporting periods. In addition, the FSP requires disclosures of the methods and significant assumptions used to estimate the fair value of those financial instruments. This FSP was effective for us beginning April 1, 2009. The adoption of this FSP did not have a material impact on our consolidated financial statements.

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, which establishes a new method of recognizing and reporting other-than-temporary impairments of debt securities and requires additional disclosures related to debt and equity securities. This FSP does not change existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. This FSP was effective for us beginning April 1, 2009. The adoption of this FSP did not have a material impact on our consolidated financial statements.

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

In April 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R). SFAS No. 167 requires a qualitative approach to identifying a controlling financial interest in a variable interest entity (VIE), and requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. SFAS No. 167 is effective for annual reporting periods beginning after November 15, 2009. We do not expect adoption to have a material impact on our consolidated financial statements.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, SFAS No. 168 identifies the FASB Accounting Standards Codification as the authoritative source of generally accepted accounting principles in the United States. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We do not expect adoption to have a material impact on our consolidated financial statements.

Note 2 – Going Concern Considerations

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred a net loss applicable to its common shareholders of $715,500 and $1,707,562 during the six-month period ended June 30, 2009 and the year ended December 31, 2008, respectively, and has incurred losses applicable to its common shareholders since inception of the development stage of $27,862,431. The Company also used cash in operating activities of $92,655 and $1,004,670 during the six-month period ended June 30, 2009 and the year ended December 31, 2008, respectively. At June 30, 2009, the Company has negative working capital of $6,945,428 and a stockholders’ deficit attributable to its stockholders of $6,227,860. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company discontinued its former bio-pharmaceutical business during the quarter ended March 31, 2007. Management plans to meet its cash needs through various means including selling assets that include, but are not limited to, its former bio-pharmaceutical business, securing financing, entering into joint ventures, and developing a new business model. In order to fund its new operations related to the cultivation of the Jatropha plant, the Company sold Series B preferred stock during the quarter ended December 31, 2007 in the amount of $1,300,000, issued a secured promissory note under which the Company has borrowings of $475,000, and has received $3,973,837 in capital contributions from the preferred membership interest in GCE Mexico I, LLC. The Company is developing a new business operation to participate in the rapidly growing bio-diesel industry. The Company continues to expect to be successful in this new venture, but there is no assurance that its business plan will be economically viable. The ability of the Company to continue as a going concern is dependent on that plan’s success. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

Note 3 – Jatropha Business Venture

Having agreed to discontinue its bio-pharmaceutical operations and dispose of the related assets, the Company considered entering into a number of other businesses that would enable it to be able to provide the shareholders with future value. The Company’s Board of Directors decided to develop a business to produce and sell seed oils, including seed oils harvested from the planting and cultivation of the Jatropha curcas plant, for the purpose of providing feedstock oil intended for the generation of methyl ester, otherwise known as bio-diesel (the “Jatropha Business”). The Company’s Board concluded that there was a significant opportunity to participate in the rapidly growing biofuels industry, which previously was mainly driven by high priced, edible oil-based feedstock. In order to commence its new Jatropha Business, the Company entered into various transactions during September and October of 2007, including: (i) hired Richard Palmer, an energy consultant, and a member of Global Clean Energy Holdings LLC (“Global”) to act as its new President, Chief Operating Officer and future Chief Executive Officer, (ii) engaged Mobius Risk Group, LLC, a Texas company engaged in providing energy risk advisory services, to provide it with consulting services related to the development of the Jatropha Business, (iii) acquired certain trade secrets, know-how, business plans, term sheets, business relationships, and other information relating to the cultivation and production of seed oil from the Jatropha plant for the production of bio-diesel from Global, and (iv) engaged Corporativo LODEMO S.A DE CV to assist with the development of the Jatropha Business in Mexico. Subsequent to entering into these transactions, the Company identified certain real property in Mexico it believed to be suitable for cultivating the Jatropha plant. During April 2008, the Company and six unaffiliated investors formed GCE Mexico I, LLC (GCE Mexico) and Asideros Globales Corporativo (Asideros), a Mexican corporation. Asideros has acquired the land in Mexico for the cultivation of the Jatropha plant. All of these transactions are described in further detail in the remainder of this note to the consolidated financial statements.

Share Exchange Agreement

The Company entered into a share exchange agreement (the Global Agreement) pursuant to which the Company acquired all of the outstanding ownership interests in Global Clean Energy Holdings, LLC, a Delaware limited liability company (Global), on September 7, 2007 from Mobius Risk Group, LLC (Mobius) and from Richard Palmer (Mr. Palmer). Mr. Palmer owns a 13.33% equity interest in Mobius and became the Company’s new President and Chief Operating Officer in September 2007 and its Chief Executive Officer in December 2007. Mobius and Mr. Palmer are considered related parties to the Company. Global is an entity that has certain trade secrets, know-how, business plans, term sheets, business relationships, and other information relating to the start-up of a business related to the cultivation and production of seed oil from the seed of the Jatropha plant, for the purpose of providing feedstock oil intended for the production of bio-diesel.

Mobius Consulting Agreement

Concurrent with the execution of the Global Agreement, the Company entered into a consulting agreement with Mobius pursuant to which Mobius agreed to provide consulting services to the Company in connection with the Company’s new Jatropha bio-diesel feedstock business. The Company engaged Mobius as a consultant to obtain Mobius’ experience and expertise in the feedstock/bio-diesel market to assist the Company and Mr. Palmer in developing this new line of operations for the Company. Mobius agreed to provide the following services to the Company: (i) manage and supervise a contemplated research and development program contracted by the Company and conducted by the University of Texas Pan American regarding the location, characterization, and optimal economic propagation of the Jatropha plant; and (ii) assist with the management and supervision of the planning, construction, and start-up of plant nurseries and seed production plantations in Mexico, the Caribbean or Central America.

The original term of the agreement was twelve months. The scope of work under the agreement was completed in August 2008 and the agreement was terminated. Mobius supervised the hiring of certain staff to serve in management and operations roles of the Company, or hired such persons to provide similar services as independent contractors. Mobius’ compensation for the services provided under the agreement was a monthly retainer of $45,000. The Company also reimbursed Mobius for reasonable business expenses incurred in connection with the services provided. The agreement contained customary confidentiality provisions with respect to any confidential information disclosed to Mobius or which Mobius received while providing services under the agreement. Under this agreement, the Company has paid Mobius or accrued $149,341 during the three months ended June 30, 2008, of which $19,831 was expensed as compensation to Mobius and $129,510 was capitalized as plantation development costs pursuant to AICPA Statement of Position 85-3, Accounting by Agricultural Producers and Agricultural Cooperatives. For the six months ended June 30, 2008, the Company has paid Mobius or accrued $293,165, of which $42,155 was expensed as compensation to Mobius and $251,010 was capitalized as plantation development costs.

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

LODEMO Agreement

On October 15, 2007, the Company entered into a service agreement with Corporativo LODEMO S.A DE CV, a Mexican corporation (the LODEMO Group). The Company had decided to initiate its Jatropha Business in Mexico, and had identified parcels of land in Mexico to plant and cultivate Jatropha. In order to obtain all of the logistical and other services needed to operate a large-scale farming and transportation business in Mexico, the Company entered into the service agreement with the LODEMO Group, a privately held Mexican company with substantial land holdings, significant experience in diesel distribution and sales, liquids transportation, logistics, land development and agriculture.

Under the supervision of the Company’s management, the LODEMO Group is or will be responsible for the establishment, development, and day-to-day operations of the Jatropha Business in Mexico, including the extraction of the oil from the Jatropha seeds, the delivery of the Jatropha oil to buyers, the purchase or lease of land in Mexico, the establishment and operation of one or more Jatropha nurseries, the clearing, planting and cultivation of the Jatropha fields, the harvesting of the Jatropha seeds, the operation of the Company’s oil extraction facilities, and the logistics associated with the foregoing. Although the LODEMO Group is responsible for identifying and acquiring the farmland, ownership of the farmland or any lease thereto will be held directly by the Company or by a Mexican subsidiary of the Company. The LODEMO Group will be responsible for hiring and managing all necessary employees. All direct and budgeted costs of the Jatropha Business in Mexico will be borne by the Company.

The LODEMO Group provides the foregoing and other necessary services for a fee primarily based on the number of hectares of Jatropha under cultivation. The Company has agreed to pay the LODEMO Group a fixed fee per year of $60 per hectare of land planted and maintained with minimum payments based on 10,000 hectares of developed land, to follow a planned planting schedule. The Agreement has a 20-year term but may be terminated earlier by the Company under certain circumstances. The LODEMO Group will also potentially receive incentive compensation for controlling costs below the annual budget established by the parties, production incentives for increased yield and a sales commission for biomass sales. Under this agreement, the Company has paid the LODEMO Group or accrued $139,770 and $567,961 during the three-month periods ended June 30, 2009 and 2008, respectively, all of which was capitalized as plantation development costs pursuant to AICPA Statement of Position 85-3, Accounting by Agricultural Producers and Agricultural Cooperatives. The Company has paid the LODEMO Group or accrued $602,090 and $670,444 during the six months ended June 30, 2009 and 2008, respectively. As of June 30, 2009, the Company owed $190,113 of plantation development costs to the LODEMO Group. As of December 31, 2008, the Company had prepaid $98,159 of plantation development costs to the LODEMO Group.

In June 2009, the scope of work previously performed by LODEMO was modified based upon certain labor functions being provided internally by the Company and by Asideros on a go-forward basis. The Company and LODEMO are currently in discussions regarding the appropriate compensation to be provided to LODEMO for services provided each month.

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

GCE Mexico I, LLC and Asideros Globales Corporativo

Effective April 23, 2008, the Company entered into a limited liability company agreement (“LLC Agreement”) to form GCE Mexico I, LLC, a Delaware limited liability company (GCE Mexico), with six unaffiliated investors (collectively, the Investors). GCE Mexico was organized primarily to facilitate the acquisition of approximately 5,000 acres of farm land (the Jatropha Farm) in the State of Yucatan in Mexico to be used primarily for the (i) cultivation of Jatropha curcas, (ii) the marketing and sale of the resulting fruit, seeds, or pre-processed crude Jatropha oil, whether as biodiesel feedstock, biomass or otherwise, and (iii) the sale of carbon value, green fuel value, or renewable energy credit value (and other similar environmental attributes) derived from activities at the Jatropha Farm.

Under the LLC Agreement, the Company owns 50% of the issued and outstanding common membership units of GCE Mexico. The remaining 50% of the common membership units was issued to five of the Investors. The Company and the other owners of the common membership interest were not required to make capital contributions to GCE Mexico.

In addition, two of the Investors agreed to invest in GCE Mexico through the purchase of preferred membership units and through the funding of the purchase of land in Mexico. An aggregate of 1,000 preferred membership units were issued to these two Investors who each agreed to make capital contributions to GCE Mexico in installments and as required, to fund the development and operations of the Jatropha Farm. Total capital contributions of $3,973,837 have been received by GCE Mexico from these Investors since the execution of the LLC Agreement. The LLC Agreement calls for additional contributions from the Investors, as requested by management and as required by the operation in 2009 and the following years. These Investors are entitled to earn a preferential 12% per annum cumulative compounded return on the cumulative balance of their preferred membership interest.

The two investors holding preferred membership units also directly funded the purchase of approximately 5,000 acres of land in the State of Yucatan in Mexico by the payment of $2,051,282. The land was acquired in the name of Asideros and Asideros issued a mortgage in the amount of $2,051,282 in favor of these two investors. The mortgage bears interest at the rate of 12% per annum, payable quarterly. The Board has directed that this interest shall continue to accrue until such time as the Board determines that there is sufficient cash flow to pay all accrued interest. The entire mortgage, including any unpaid interest, is due April 23, 2018.

According to the LLC Agreement, the net loss of GCE Mexico is allocated to the members according to the investment balances. Accordingly, since the common membership interest did not make a capital contribution, all of the losses have been allocated to the preferred membership interest. The noncontrolling interest presented in the accompanying consolidated balance sheet includes the carrying value of the preferred membership interests and of the common membership interests owned by the Investors, and excludes any common membership interest in GCE Mexico held by the Company.

Engagement of Investment Banking Firm

On June 29, 2009, the Company engaged the services of Mercanti Securities, LLC, (“Mercanti”), to assist in the raising of additional capital on a joint venture basis. These funds will be used to establish additional Jatropha farms primarily on the Yucatan peninsula in Mexico. As compensation for this engagement, Mercanti or its designate were granted five year warrants to purchase 7,700,000 common shares of the Company at $ 0.0325 per share. In addition, Mercanti would receive a cash success fee equal to 7.5% of the aggregate gross proceeds of any equity placement and an additional 7.5% of the aggregate gross proceeds of any equity placement payable in warrants.

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

Note 4 – Property and Equipment

Property and equipment are as follows:

	June 30,			December 31,
	2009			2008

Land	$	2,051,282		$	2,051,282
Plantation development costs		3,086,643			2,117,061
Plantation equipment		645,876			509,037
Office equipment		10,993			10,993

Total cost		5,794,794			4,688,373
Less accumulated depreciation		(48,150	)		(22,296	)

Property and equipment, net	$	5,746,644		$	4,666,077

The Company has capitalized farming equipment and costs related to the development of land for farm use in accordance with AICPA Statement of Position 85-3, Accounting by Agricultural Producers and Agricultural Cooperatives. Plantation equipment is depreciated using the straight-line method over estimated useful lives of 5 to 15 years and is currently being capitalized as part of plantation development costs. Plantation development costs are not currently being depreciated. Upon completion of the plantation development, development costs having a limited life and intermediate-life plants that have growth and production cycles of more than one year will be depreciated over the useful lives of the related assets.

Commencing in June 2008, Asideros purchased certain equipment for purposes of rapidly clearing the land, preparing the land for planting, and actually planting the Jatropha trees. The land, plantation development costs, and plantation equipment are located in Mexico.

Note 5 – Accrued Payroll and Payroll Taxes

A substantial portion of accrued payroll and payroll taxes relates to unpaid compensation for officers and directors that are no longer affiliated with the Company. Accrued payroll taxes will become due upon payment of the related accrued compensation. Accrued payroll and payroll taxes are composed of the following:

	June 30,		December 31,
	2009		2008

Former Chief Executive Officer, resigned 2007, including
$500,000 under the Release and Settlement Agreement	$	570,949	$	570,949
Other former Officers and Directors		311,200		311,200
Accrued payroll taxes on accrued compensation to
former officers and directors		38,510		38,510
Accrued payroll, vacation, and related payroll taxes
for current officers		461,985		238,149

Accrued payroll and payroll taxes	$	1,382,644	$	1,158,808

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

On August 31, 2007, the Company entered into a Release and Settlement Agreement with Judy Robinett, the Company’s then-current Chief Executive Officer. Under the agreement, Ms. Robinett agreed to, among other things, assist the Company in the sale of its legacy assets and complete the preparation and filing of the delinquent reports to the Securities and Exchange Commission. Under the agreement, Ms. Robinett agreed to (i) forgive her potential right to receive $1,851,805 in accrued and unpaid compensation, un-accrued and pro-rata bonuses, and severance pay and (ii) the cancellation of stock options to purchase 14,000,000 shares of common stock at an exercise price of $0.02 per share. In consideration for her services, the forgiveness of the foregoing cash payments, the cancellation of the stock options, and settlement of other issues, the Company agreed to, among other things, to pay Ms. Robinett $500,000 upon the receipt of the cash payment under the agreement to sell the SaveCream Assets to Eucodis Pharmaceuticals Forschungs und Entwicklungs GmbH. Pursuant to this agreement, Ms. Robinett resigned on December 21, 2007.

Note 6 – Secured Promissory Note

In order to fund ongoing operations pending closing of the sale of the SaveCream Assets, the Company entered into a loan agreement with, and issued a promissory note in favor of, Mercator Momentum Fund III, L.P. (Mercator) in September 2007. At that time, Mercator, along with two other affiliates, owned all of the issued and outstanding shares of the Company’s Series A Convertible Preferred Stock. Late in 2008, Mercator was dissolved and the promissory note was distributed to the former limited partners of Mercator. During the three months ended March 31, 2009, the note holders agreed to extend the due date of the note to July 2009 in exchange for increasing the principal balance of the note by $15,000 and increasing the interest rate by 2%. At June 30, 2009, the principal balance of the note is $475,000 and the note bears interest at 10.68%. This note has been further extended under the same terms until January 31, 2010. The loan is secured by a lien on all of the assets of the Company.

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

Note 7 – Changes in Equity (Deficit)

A summary of the composition of Equity (Deficit) of the Company at June 30, 2009 and 2008, and the changes during the six months then ended is presented in the following table:

	Total Global Clean Holdings, Inc. stockholders' equity (deficit)			Noncontrolling interest			Total equity (deficit)

Balance at December 31, 2008	$	(5,948,575	)	$	1,962,022		$	(3,986,553	)
Issuance of common stock		50,000			-			50,000
Capital contribution from noncontrolling interest		-			1,558,686			1,558,686
Share-based compensation		386,215			-			386,215
Accrual of preferential return for the noncontrolling interest		-			(201,690	)		(201,690	)
Net loss		(715,500	)		(338,533	)		(1,054,033	)

Balance at June 30, 2009	$	(6,227,860	)	$	2,980,485		$	(3,247,375	)

	Total Global Clean Holdings, Inc. stockholders' equity (deficit)			Noncontrolling interest			Total equity (deficit)

Balance at December 31, 2007	$	(7,034,431	)	$	-		$	(7,034,431	)
Reclassification of financial instrument to equity		2,161,045			-			2,161,045
Capital contribution from noncontrolling interest		-			957,191			957,191
Share-based compensation		246,790			-			246,790
Accrual of preferential return for the noncontrolling interest		-			(21,377	)		(21,377	)
Issuance of warrants in connection with amendment of note payable		36,369			-			36,369
Net loss		(1,258,296	)		(84,153	)		(1,342,449	)

Balance at June 30, 2008	$	(5,848,523	)	$	851,661		$	(4,996,862	)

Financial Instrument

Prior to January 29, 2008, the Company was unable to guarantee that there would be enough shares of authorized common stock to settle certain “freestanding instruments” arising from warrants attached to convertible preferred stock or other sources. Accordingly, the warrants were measured at their fair value and recorded as a liability in the financial statements characterized as a “Financial Instrument”. As of January 29, 2008, the fair value of this liability was recorded at $2,161,045. On January 29, 2008, the shareholders of the Company approved an increase in the number of authorized shares of common stock from 250 million to 500 million. Consequently, as the result of this amendment to the Company’s Articles of Incorporation, the Company was then able to settle all ‘freestanding instruments”. Accordingly, the Company reclassified the liability, characterized in the financial statements as “Financial Instrument” to permanent equity in January 2008.

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

Common Stock

During the three months ended June 30, 2009, the Company issued 2,500,000 shares of stock for $50,000, or $0.02 per share.

Note 8 – Stock Options and Warrants

The Company has two incentive stock option plans wherein 24,000,000 shares of the Company’s common stock are reserved for issuance there under. The Company granted stock options during the six months ended June 30, 2008 to acquire 4,500,000 million shares of the Company’s common stock to the new Executive Vice-President and Chief Financial Officer. During the six months ended June 30, 2009, the Company issued compensation-based stock warrants to an investment banking firm to acquire 7,700,000 shares of the Company’s common stock at $0.0325 per share. No income tax benefit has been recognized for share-based compensation arrangements. The Company has recognized plantation development costs totaling $124,565 related to a liability that was satisfied by the issuance of warrants in 2008. Otherwise, no share-based compensation cost has been capitalized in the balance sheet.

A summary of the status of options and compensation-based warrants at June 30, 2009, and changes during the six months then ended is presented in the following table:

					Weighted
			Weighted		Average
	Shares		Average		Remaining	Aggregate
	Under		Exercise		Contractual	Intrinsic
	Option		Price		Life	Value

Outstanding at December 31, 2008		52,159,083	$	0.03
Granted		7,700,000		0.03
Expired		-		-

Outstanding at June 30, 2009		59,859,083	$	0.03	5.8 years	$	105,380

Exercisable at June 30, 2009		59,684,083	$	0.03	5.8 years	$	105,380

At June 30, 2009, options to acquire 80,000 shares of common stock have no stated contractual life. The fair value of other stock option grants and compensation-based warrants is estimated on the date of grant or issuance using the Black-Scholes option pricing model. The weighted-average fair value of compensation-based warrants issued during the six months ended June 30, 2009 was $0.013. The weighted-average assumptions used for the compensation-based warrants issued during the six months ended June 30, 2009 were risk-free interest rate of 2.5%, volatility of 150%, expected life of 5.0 years, and dividend yield of zero. The weighted-average fair value of stock options granted during the six months ended June 30, 2008 was $0.042. The weighted-average assumptions used for these options granted during the six months ended June 30, 2008 were risk-free interest rate of 2.4%, volatility of 127%, expected life of 5.2 years, and dividend yield of zero. The assumptions employed in the Black-Scholes option pricing model include the following. The expected life of stock options represents the period of time that the stock options granted are expected to be outstanding prior to exercise. The expected volatility is based on the historical price volatility of the Company’s common stock. The risk-free interest rate represents the U.S. Treasury constant maturities rate for the expected life of the related stock options. The dividend yield represents anticipated cash dividends to be paid over the expected life of the stock options.

Effective April 22, 2009, the Board of Directors approved the following changes in compensation for the members of the board of directors and for the executive officers:

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

Options will be granted to each non-employee member of the Board of Directors to purchase 500,000 shares of the Company’s common stock commencing July 1, 2009 and annually thereafter on July 1 of each successive year. The exercise price of the options will be at fair market value, as determined by the closing price of the Company’s common stock on the day prior to the grant. The options will have a term of five years until expiration. The options will vest and become exercisable in equal monthly installments.

Approved the release of 652,503 shares of common stock to Richard Palmer, the Company’s Chief Executive Officer. These shares were previously part of the shares from the share exchange agreement to acquire Global Clean Energy Holdings, LLC in September 2007 that were being held in escrow pending the achievement of certain market-related milestones. Mr. Palmer was also awarded the immediate vesting of options to purchase twelve million shares of the Company’s common stock previously granted. These options were originally granted under the employment agreement with Mr. Palmer in September 2007 with vesting originally contingent upon the achievement of certain market-capitalization milestones. The exercise price of these options remained unchanged at $0.03 per share and the term remained unchanged at five years from the date of employment.

Approved the immediate vesting of options to purchase 2.5 million shares of the Company’s common stock held by Bruce Nelson, the Company’s Chief Financial Officer. These options were originally granted under the employment agreement with Mr. Nelson in March 2008 with vesting originally contingent upon the achievement of certain market-capitalization milestones. The exercise price of these options remained unchanged at $0.05 per share and the term remained unchanged at five years from the date of employment.

Approved the immediate vesting of options to purchase an additional one million shares of the Company’s common stock held by Mr. Nelson. These options were originally granted under the employment agreement with Mr. Nelson in March 2008 with vesting scheduled for June 2009 through March 2010. The exercise price of these options remained unchanged at $0.05 per share and the term remained unchanged at five years from the date of employment.

These modifications accelerated the vesting of the affected options and accelerated the release of the affected common stock held in escrow, which resulted in the acceleration of the recognition of the remainder of share-based compensation related to these options and common stock held in escrow. Share-based compensation recorded during the three months and six months ended June 30, 2009 were $326,331 and $386,215, respectively, and is included in general and administrative expense. Share-based compensation recorded during the three months and six months ended June 30, 2008 were $167,081 and $246,790, respectively, and is included in general and administrative expense. As of June 30, 2009, there is approximately $10,000 of unrecognized compensation cost related to stock-based payments that will be recognized during the three months ending September 30, 2009.

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

Stock Warrants

A summary of the status of the warrants outstanding at June 30, 2009, and changes during the six months then ended is presented in the following table:

			Weighted
	Shares		Average
	Under		Exercise
	Warrant		Price

Outstanding at December 31, 2008		29,742,552	$	0.01
Issued		-		-
Expired		-		-

Outstanding at June 30, 2009		29,742,552	$	0.01

Note 9 – Discontinued Operations

Prior to 2007, the Company was a developmental-stage bio-pharmaceutical company engaged in the research, validation, development and ultimate commercialization of two drugs known as MDI-P and SaveCream. The Board evaluated the value of its developmental stage drug candidates and in March 2007, the Board determined that the best course of action was to discontinue further development of these drug candidates and sell these technologies. MDI-P was a drug candidate being developed as an anti-infective treatment for bacterial infections, viral infections and fungal infections. In August 2007, the Company sold the MDI-P related assets.

SaveCream is a drug candidate that the Company was developing to reduce breast cancer tumors. From March of 2007 through July of 2008, the Company entered into various agreements with Eucodis Pharmaceuticals Forschungs und Entwicklungs GmbH, an Austrian company (Eucodis) related to the sale of the SaveCream assets. Eucodis entered into a binding letter of intent in March 2007 and later entered into a sale and purchase agreement in July 2007. The sale and purchase agreement was approved by the Company’s shareholders in January 2008. Ultimately, all discussions and agreements with Eucodis were terminated in July 2008 due to their inability to obtain their own financing and their failure to close the sale. However, the principal officer of Eucodis has agreed to continue to work with the Company in connection with the sale of the Company’s legacy assets.

The Company has engaged investment banking firms to expedite the sale of the SaveCream asset. The Company continues to seek interested parties that may purchase the asset. However, the recent contraction of the capital markets has negatively impacted the abilities for several potential purchasers to consummate a purchase. Although, management is continuing to take steps to market and sell the SaveCream assets to potential buyers, no assurance can be given that this sale will actually be completed in the near future, or ever. Due to the inability of the investment bankers to facilitate a sales transaction of the asset, the Company has terminated the engagement of the investment banking firms.

Pursuant to accounting rules for discontinued operations, the Company has classified all revenue and expense related to the operations, assets, and liabilities of its bio-pharmaceutical business as discontinued operations. For all periods prior to March 2007, the Company has reclassified all revenue and operating expenses to discontinued operations, except for estimated general corporate overhead, because all of its operations related to the discontinued technologies. For the three months and six months ended June 30, 2009 and 2008, the Income (Loss) from Discontinued Operations principally consists of foreign currency transaction gains and losses related to current liabilities associated with the discontinued operations that are denominated in euros. The Company has not recorded any gain or loss through June 30, 2009 associated with the planned sale of the SaveCream assets.

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

Note 10 – Subsequent Event

Acquisition of Jatropha Farm in Belize

On October 29, 2008, the Company entered into a Stock Purchase Agreement with the four shareholders of Technology Alternatives Limited (TAL), a company formed under the Laws of Belize. TAL owns and operates a 400 acre farm in subtropical Belize, Central America, which is currently producing Jatropha. TAL has also been performing plant science research and has been providing technical advisory services for propagation of Jatropha for a number of years.

The shareholders of TAL are unaffiliated persons residing in the United Kingdom. Pursuant to the Stock Purchase Agreement, the Company will acquire 100% of the issued and outstanding shares of TAL for common stock in the Company, thereby making TAL a wholly-owned subsidiary of the Company. On July 2, 2009, the Company consummated the acquisition of TAL by issuing 8,952,757 shares of its common stock in exchange for all of the outstanding shares of TAL.

The selling shareholders had previously made loans to TAL to fund its operations. As of October 29, 2008 in the transaction originally contemplated by the Stock Purchase Agreement, the remaining outstanding balance of these loans, in the aggregate, was determined to be $453,611. To reflect the current value of TAL, these notes were reduced to $303,611 at closing. At the closing, the promissory notes evidencing these loans were replaced by new promissory notes issued by TAL to the selling shareholders. The new notes have the following terms: (i) Interest free for 90 days; (ii) Interest accrues at an annual rate of 8% per annum commencing on the 91st day after the issuance of the notes; (iii) Interest accrues until maturity; (iv) The entire remaining unpaid balance of the notes is due and payable six months following the consummation of the transaction; (v) TAL and/or the Company may prepay the notes at any time without penalty, and the Company is required to prepay the notes if and when it receives future funding in an amount that, in the Company’s reasonable discretion, is sufficient to permit the prepayment of the notes without adversely affecting the Company’s operations or financial condition. The new notes are secured by the deed of legal mortgage on the 400 acre farm owned by TAL. Accordingly, in the event that TAL defaults under the notes, the selling shareholders will have the right to foreclose on the 400 acre Jatropha farm.

ITEM 2. MANAGEMENTS’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Report, including any documents which may be incorporated by reference into this Report, contains “Forward-Looking Statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “Forward-Looking Statements” for purposes of these provisions, including our plans to cultivate, produce and market non-food based feedstock for applications in the biofuels market, any projections of revenues or other financial items, any statements of the plans and objectives of management for future operations, any statements concerning the proposed sale of our legacy medical asset, any statements concerning proposed new products or services, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. All Forward-Looking Statements included in this document are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any Forward-Looking Statement. In some cases, Forward-Looking Statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “potential,” or “continue,” or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the Forward-Looking Statements contained herein are reasonable, there can be no assurance that such expectations or any of the Forward-Looking Statements will prove to be correct, and actual results could differ materially from those projected or assumed in the Forward-Looking Statements. Future financial condition and results of operations, as well as any Forward-Looking Statements are subject to inherent risks and uncertainties, including any other factors referred to in our press releases and reports filed with the Securities and Exchange Commission. All subsequent Forward-Looking Statements attributable to the company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Additional factors that may have a direct bearing on our operating results are described under “Risk Factors” and elsewhere in this report.

Introductory Comment

Throughout this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” “our company,” and “Company” refer to Global Clean Energy Holdings, Inc., a Utah corporation, and, unless the context indicates otherwise, also includes the following subsidiaries: (i) MDI Oncology, Inc., a Delaware corporation, (ii) Global Clean Energy Holdings LLC, a Delaware limited liability company, and (iii) Asideros Globales Corporativo, a corporation organized under the laws of Mexico. Effective July 2, 2009, Global Clean Energy Holdings, Inc. purchased all of the capital stock of Technology Alternatives Limited. Since the foregoing acquisition was consummated after the last day of the June 30, 2009 fiscal quarter, no financial information of Technology Alternatives Limited is included in this report.

Global Clean Energy Holdings, Inc. is not related to, or affiliated in any manner with “Global Clean Energy, Inc.” Readers are cautioned to confirm the entity that they are evaluating or in which they are making an investment before completing any such investment.

Overview

Prior to 2007, Global Clean Energy Holdings, Inc. was a developmental-stage bio-pharmaceutical company, known as Medical Discoveries, Inc., that was engaged in the research, validation and development of two drugs. As more fully described in this report, during 2007 our Board of Directors determined that we could no longer fund the development of our two drug candidates and could not obtain additional funding for these drug candidates. Accordingly, the Board decided to sell our two drug candidates and to develop a new business in the rapidly expanding business of renewable alternative energy sources. As a result, our future business plan, and our current principal business activities include the planting, cultivation, harvesting and processing of inedible plant feedstock to generate seed oils and biomass for use in the biofuels industry, including the production of bio-diesel.

Organizational History

This company was incorporated under the laws of the State of Utah on November 20, 1991. Effective as of August 6, 1992, this company merged with and into WPI Pharmaceutical, Inc., a Utah corporation. Pursuant to merger, the name of this company was changed to Medical Discoveries, Inc. WPI was incorporated under the laws of the State of Utah on February 22, 1984 under the name Westport Pharmaceutical, Inc. On January 29, 2008, our shareholders approved the change of our corporate name, and on that date we amended our name to “Global Clean Energy Holdings, Inc.” to reflect our new focus on the bio-diesel alternative energy market.

On March 22, 2005, we formed MDI Oncology, Inc., a Delaware corporation, as a wholly owned subsidiary to acquire certain breast cancer intellectual property assets from the liquidation estate of Savetherapeutics, A.G.

Transition to new Business

Until 2007, we were a developmental-stage bio-pharmaceutical company engaged in the research, validation, and development of two drugs we referred to as MDI-P and SaveCream. Both of these drugs were under development, and had not been approved by the U.S. Food and Drug Administration (FDA). The total cost to develop these two drugs, and to receive the approval from the FDA, would have cost many millions of dollars and taken many more years.

Early in 2007, our Board of Directors determined that we could no longer fund the development of our two drug candidates and that we could not obtain additional funding for these drug candidates. Our Board also evaluated the value of the SaveCream drug candidate that was being co-developed with Eucodis Pharmaceuticals Forschungs – und Entwicklungs GmbH, an Austrian company later known as Eucodis Pharmaceuticals GmbH (“Eucodis”), and the return we could expect for our shareholders, and determined that the highest value for this drug candidate could be realized through a sale of that drug candidate to Eucodis. Accordingly, our Board sought to maximize the return from these assets through their sale.

On July 6, 2007, we entered into an agreement with Eucodis to sell SaveCream, and on January 29, 2008, our shareholders approved the sale of the SaveCream asset to Eucodis. However, Eucodis was unable to complete the purchase of the assets, and our agreement to sell the SaveCream assets to Eucodis expired. We are currently still trying to sell our SaveCream technologies and other medical technologies.

Having decided to dispose of the foregoing assets, our Board decided to develop a business in the alternative energy market as a producer of biofuels. Accordingly, our new goal is to produce and sell seed oils, including seeds oils harvested from the planting and cultivation of Jatropha curcas plant, for the purpose of providing feedstock oil used for the generation of methyl ester, otherwise known as bio-diesel (the “Jatropha Business”). In connection with commencing our new Jatropha Business, effective September 7, 2007, we (i) hired Richard Palmer, an energy consultant, and a member of Global Clean Energy Holdings LLC (“Global LLC”) to act as the our new President, Chief Operating Officer and future Chief Executive Officer, (ii) engaged Mobius Risk Group, LLC, a Texas company engaged in providing energy risk advisory services, to provide us with consulting services related to the development of the Jatropha Business, and (iii) acquired certain trade secrets, know-how, business plans, term sheets, business relationships, and other information relating to the cultivation and production of seed oil from the Jatropha plant for the production of bio-diesel from Global LLC.

Effective April 23, 2008, we entered into a limited liability company agreement (“LLC Agreement”) for GCE Mexico I, LLC, a Delaware limited liability company (“GCE Mexico”), with six other unaffiliated persons (collectively, “Unaffiliated Members”). GCE Mexico was organized primarily to acquire approximately 5,000 acres of farm land (the “Jatropha Farm”) in the State of Yucatan in Mexico to be used primarily for the (i) cultivation of Jatropha curcas , (ii) the marketing and sale of the resulting fruit, seeds, or pre-processed crude Jatropha oil, whether as biodiesel feedstock, biomass or otherwise, and (iii) the sale of carbon value, green fuel value, or renewable energy credit value (and other similar environmental attributes) derived from activities at the Jatropha Farm.

Under the LLC Agreement, we own 50% of the issued and outstanding common membership units of GCE Mexico. The remaining 50% in common membership units were issued to the Unaffiliated Members. In addition, an aggregate of 1,000 preferred membership units were issued to two Unaffiliated Members (“Preferred Members”) who have, through June 30, 2009, contributed $3,973,837 to the capital of the GCE Mexico. The Preferred Members are entitled to earn a preferential 12% per annum cumulative compounded return on the balance of their preferred membership interest. The capital contributions have been used to fund the development and operations of the Jatropha Farm. We are not required to make capital contributions to GCE Mexico.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States require management to make estimates and assumptions that affect the reported assets, liabilities, sales and expenses in the accompanying financial statements. Critical accounting policies are those that require the most subjective and complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. We are a development stage company as defined by the Financial Accounting Standards Board’s (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises.” Accordingly, all losses accumulated since inception have been considered as part of our development stage activities. Certain other critical accounting policies, including the assumptions and judgments underlying them, are disclosed in the Note A to the Consolidated Financial Statements included in our annual report on Form 10-K filed for the fiscal year ended December 31, 2008. However, we do not believe that there are any alternative methods of accounting for our operations that would have a material affect on our financial statements.

Results of Operations

In 2007 the Board of Directors determined to discontinue our prior bio-pharmaceutical operations. Pursuant to accounting rules for discontinued operations, we have classified all revenue and expense, except general corporate overhead, for 2009, 2008 and prior periods related to the operations of our bio-pharmaceutical business as discontinued operations.

Revenues and Gross Profit. We are still a development stage company and have not had significant revenues from our operations or reached the level of our planned operations. We discontinued our prior bio-pharmaceutical operations in March 2007. In September 2007, we commenced operations in our new bio-fuels Jatropha business, but we are still in the pre-development agricultural stage of our operations and, therefore, do not anticipate generating significant revenues from the sale of bio-fuel products until late 2009. During the three months and six months ended June 30, 2009, we recognized revenue of $29,000 and $69,000 under a bio-fuel consulting services agreement. We did not recognize any revenues during the three months or the six months ended June 30, 2008. We are, however, attempting to generate cash from the forward sale of carbon credits, the sale of future oil delivery contracts, the sale of some Jatropha seeds for seed propagation purposes, and by providing additional bio-fuel consulting services.

Operating Expenses. Our general and administrative expenses related to our continuing operations for the three months and the six months ended June 30, 2009, were $599,000 and $940,000, respectively, compared to $504,000 and $1,015,000 for the three months and the six months ended June 30, 2008, respectively. General and administrative expense principally includes officer compensation; outside services, such as legal, accounting, and consulting expenses; share-based compensation; and other general expenses such as insurance, occupancy costs, travel, etc. The net increase in general and administrative expenses for the three months ended June 30, 2009 compared to the prior year was $95,000 and was principally the result of an increase in share-based compensation of $159,000, net of a reduction in the cost of outside services for legal, accounting, and consulting services of $21,000, a reduction in salaries and related taxes of $26,000, and a reduction in travel costs of $11,000. The net reduction in general and administrative expenses for the six months ended June 30, 2009 was $74,000 and was principally the result of a reduction in the cost of outside services for legal, accounting, and consulting services of $165,000, a reduction in salaries and related taxes of $31,000, and a reduction in travel costs of $19,000, net of an increase in share-based compensation of $139,000.

Other Income/ Expense. The principal component of Other Income/Expense is interest expense. Interest expense for the three months and the six months ended June 30, 2009, were $82,000 and $164,000, respectively, compared to $61,000 and $76,000 for the three months and the six months ended June 30, 2008, respectively. The increase in interest expense is primarily attributable to interest on a mortgage on land purchased in Mexico during April 2008. The mortgage is in the amount of $2,051,000 and accrues interest at the rate of 12% per year.

Income (Loss) from Discontinued Operations. During the three months and six months ended June 30, 2009, we recognized loss from discontinued operations of $182,000 and $21,000, respectively, compared to income from discontinued operations of $9,000 for the three months ended June 30, 2008 and loss from discontinued operations of $244,000 for the six months ended June 30, 2008. The income or loss from discontinued operations for the three months and six months ended June 30, 2009 and 2008 principally relates to foreign currency exchange rate gains or losses on liabilities associated with our former business that are denominated in euros.

Net loss attributable to the noncontrolling interest. Effective April 23, 2008, we entered into a limited liability company agreement (“LLC Agreement”) to form GCE Mexico I, LLC, a Delaware limited liability company (GCE Mexico), with six unaffiliated investors (collectively, the “Investors”). We own 50% of the common membership interests of GCE Mexico and five of the Investors own the other 50% of the common membership interests. Two of the Investors have invested $3,974,000 in exchange for preferred membership units of GCE Mexico. The proceeds from the preferred membership units have been used to fund the operations of Asideros Globales Corporativo (Asideros), who has acquired land in Mexico and is developing our Jatropha farm there. Asideros is owned 99% by GCE Mexico and 1% by us directly. Accordingly, we own 50.5% of Asideros either directly, or through our common membership interest in GCE Mexico. As such, our consolidated financial statements include the accounts of Asideros. Under the LLC Agreement, the net loss allocated from Asideros to GCE Mexico is then further allocated to the members of GCE Mexico according to the investment balances. Accordingly, since the common membership interest did not make a capital contribution, all of the losses allocated to GCE Mexico have been further allocated to the preferred membership interest. The net loss attributable to the noncontrolling interest in the accompanying Consolidated Statement of Operations represents the allocation of the net loss of GCE Mexico I, LLC to the preferred membership interests.

Liquidity And Capital Resources

As of June 30, 2009, we had $931,000 in cash, a working capital deficit of $6,945,000, and over $9,969,000 of outstanding indebtedness. The existence of the foregoing working capital deficit and liabilities is expected to negatively impact our ability to obtain future equity or debt financing and the terms on which such additional financing, if available, can be obtained.

Since our inception, we have financed our operations primarily through private sales of equity and debt financing. In order to fund our short-term working capital needs, we will have to obtain additional funding. Virtually all of the cash reflected on our balance sheet is reserved for the operation of GCE Mexico and our Jatropha Farm. Accordingly, most of those funds are not available to fund our general and administrative or other operating expenses.

Our ability to fund our liquidity and working capital needs will be dependent upon certain potential transactions. As previously disclosed, the principal transaction that was expected to provide us with working capital was the sale of SaveCream, our remaining legacy pharmaceutical assets. Although we had previously agreed to sell these assets, those proposed transaction were not consummated. As a result, as of the date of this filing, we have not found a buyer for this medical asset. The failure to sell our SaveCream asset has severely and negatively affected our liquidity. Although we are continuing to market the SaveCream asset to new potential purchasers, no assurance can be given if or when we will be able to dispose of our remaining legacy asset.

In order to fund ongoing operations, in September 2007 we entered into a short-term loan agreement with Mercator Momentum Fund III, L.P. (“Mercator”). Pursuant to the loan agreement, Mercator advanced $350,000 to the Company, of which $200,000 remained outstanding in May 2008. On May 19, 2008, the loan agreement was modified to accrue interest at an interest rate of 8.68% per annum, Mercator advanced an additional $250,000, and the amount available under that facility was changed to $450,000. In connection with this amendment Mercator was granted a new warrant to purchase 581,395 shares of common stock (calculated by dividing $75,000 by 130% of the closing price of the stock when exercised) at a price of $0.129 per share. In January 2009, Mercator dissolved and distributed the loan to its limited partners who currently control the loan. The loan amount was increased to $475,000, and the maturity date was extended to July 13, 2009. In August 2009, the maturity date of this loan was again extended, this time to January 31, 2010. This loan is secured by a first priority lien on all of our assets. Accordingly, in the event that this loan in not repaid by its maturity date on January 31, 2010, or if the current holders of the promissory note evidencing the loan do not agree to extend the maturity date of this loan past the new maturity date, the holders of the note will have the right to foreclose on all of our assets, which would have a material adverse affect on our ability to continue our business plan and which may result in the closure of our operations.

To date, we have funded our operations from loans we have obtained, from the proceeds of the sale of the $1,300,000 of Series B Convertible Preferred Stock in November 2007, and from management fees we have received from GCE Mexico I, LLC and other clients. However, we do not have sufficient cash to continue our current operations and will need to raise funds in the immediate future in order to continue to operate.

Our business plan calls for significant infusion of additional capital to establish additional Jatropha farms in Mexico and other locations. Because of our negative working capital position, we currently do not have the funds necessary to acquire and cultivate additional farms. Accordingly, we will have to obtain significant additional capital through the sale of equity and/or debt securities, the forward sale of Jatropha oil and carbon offset credits, and from other financing activities, such as strategic partnerships and joint ventures. The formation and funding of the GCE Mexico I, LLC, as previously discussed, is the first of a series of planned transactions to expand our Jatropha operations. Effective July 2, 2009, we acquired all of the shares of capital stock of Technology Alternatives Limited, a company that owns a 400 acre Jatropha farm in Belize. This acquisition is the second step in the planned expansion of the Company’s Jatropha plantations. While we have commenced negotiations with various third parties to obtain additional funding from strategic partnerships and for the sale of carbon credits, no assurance can be given that we will be able to enter into any agreements to obtain funding, sell carbon credits or form additional strategic partnerships. Without raising additional cash (through the sale of our securities, the sale or carbon credits, or strategic arrangements), we will not be able to effect our new business plan in the Jatropha business and will have to further reduce our operations, revise our business plan, and either/or temporarily or permanently cease operations.

On April 29, 2008, we formed a new limited liability company, GCE Mexico I, LLC, that was funded with a $2,051,282 million loan to acquire approximately 5,000 acres of Jatropha farm land in Mexico. Operating and development funds of $957,271 (net of transaction costs) were also received by GCE Mexico I, LLC and were used to develop the Jatropha Farm. GCE Mexico’s limited partners have contributed a total of $3,974,000 to GCE Mexico I, LLC through June 30, 2009. As the owner of common membership interests, the Company is not required to make any capital contributions to GCE Mexico I, LLC.

Effective July 2, 2009, we purchased all of the outstanding capital stock of Technology Alternatives Limited, a company formed under the laws of Belize (“TAL”), from its four shareholders. TAL owns and operates a 400 acre farm in subtropical Belize, Central America, that currently is producing Jatropha. TAL also has been performing plant science research and has been providing technical advisory services for propagation of Jatropha for a number of years. Under the Stock Purchase Agreement, as amended, in consideration for the purchase of all of the shares of TAL, we delivered to the four sellers (i) promissory notes in the aggregate amount of US $303,611, and (ii) an aggregate of 8,952,757 unregistered shares of our common stock. The entire outstanding balance of the foregoing US $303,611 mature six months following the consummation of the transaction. We currently do not have the funds to pay the full amount of the promissory note that we delivered to the sellers of TAL. Since the TAL promissory notes is secured by a mortgage on the 400 acre farm, our failure to pay this note upon its maturity could result in the loss of that farm and our investment in the Belizean Jatropha farm.

Inflation and changing prices have had no effect on our continuing operations over our two most recent fiscal years.

We have no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file with, or submit to, the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 (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 and financial officers, as appropriate, to allow timely decisions regarding required disclosure. As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive and financial officers, of the effectiveness of the design and operation of' our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our chief executive and financial officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Based upon our evaluation, we also concluded that there was no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS .

There have been no material developments with respect to any of the legal proceedings described in our previously filed Annual Report on Form 10-K.

ITEM 1A. RISK FACTORS.

Information regarding risk factors appears under “Risk Factors” included in Item 1, and “Item 6, Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2008 as filed with the Securities and Exchange Commission. Except as set forth below, there have been no material changes from the risk factors previously disclosed in that Annual Report on Form 10-K.

We will need to obtain additional funding in the near future or we may have to cease our operations.

As of the date of the filing of this report, we do not have sufficient cash available to adequately fund our current corporate operations. We are currently seeking additional funding from various sources, seeking certain fee income transactions, and are considering certain strategic transactions and sales agreements that may provide us with the funds necessary to continue to operate and develop our Jatropha farms. However, we do not have any agreements in place for either additional funding or for any strategic transactions, and no assurance can be given that we will be able to obtain additional financing or enter into a strategic transaction. If we do not raise additional funds in the immediate future or otherwise protect our business and assets in a strategic transaction, we will have to consider winding down or fully stopping all of our operations, filing for bankruptcy, or otherwise liquidating our company. In either case, our shareholders will lose their investment in our securities.

We currently have outstanding a $475,000 short-term promissory notes that is secured by a lien on all of this company’s assets. Accordingly, a default under the secured promissory note could result in the foreclosure of all of our assets and the termination of our business.

We currently have outstanding a $475,000 promissory note that is secured by a first priority security interest on all of our assets. As a result of the extension that we recently received, the promissory note is now scheduled to mature on January 31, 2010. Failure to fully repay the outstanding principal balance, plus all interest that accrues on that promissory note, upon maturity could result in the acceleration of the promissory note and the foreclosure of our assets. If we are unable to repay the note in full upon its maturity, or if we otherwise default under our obligations to the holders of the promissory note, the holders of the promissory note will have the right to foreclose on all of our assets, which would materially and adversely affect our ability to continue our operations and could terminate our existence. We currently do not have sufficient funds to repay the loan, and no assurance can be given that we will be able to repay the promissory note as scheduled.

We may lose our newly acquired 400 acre Jatropha farm in Belize if we are unable to repay an outstanding U.S. $303,611 loan that is secured by a mortgage on the farm.

Effective July 2, 2009, we acquired all of the outstanding capital stock of Technology Alternatives Limited, a company that owns and operates a 400 acre Jatropha farm in Belize. As part of the purchase price, we issued four loans that have an aggregate balance of U.S. $303,611 and a maturity date of six months following the closing of the transaction. These loans are secured by a first lien on the Belizean Jatropha farm. We currently do not have sufficient funds to repay these loans by their anticipated maturity date. Accordingly, unless we obtain additional funds from the sale of our securities, from the sale of some of our products, and/or from strategic transactions, we may lose our new Belizean farm when the four loans mature, which loss will have a material negative affect on our plans to develop our Central American Jatropha operations. No assurance can be given that we will be able to raise the funds needed to repay the $303,611 loans.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Effective May 12, 2009 we issued 2,500,000 common shares to one investor for an investment of $50,000. The foregoing shares were issued in reliance upon an exemption from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Effective July 2, 2009, we issued 8,952,757 shares of our Common Stock to the four shareholders of Technology Alternatives Limited, a Belize company, in connection with all of the issued and outstanding shares of Technology Alternatives Limited. The foregoing shares were issued in reliance upon an exemption from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES .

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1		Rule 13a-14(a) Certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Rule 13a-14(a) Certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GLOBAL CLEAN ENERGY HOLDINGS, INC.

Date: August 19, 2009	By:	/s/ Bruce K. Nelson
		Bruce K. Nelson Chief Financial Officer