UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
 

 
Form 10
 

 
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
 
GLOBAL CLEAN ENERGY, INC.
 (Exact name of registrant as specified in its charter)

Maryland
No. 84-1522846
(State or other jurisdiction of 
incorporation or organization)
(I.R.S. Employer
Identification No.)
   
6040 Upshaw Dr. #105
Humble, Texas
77396
(Address of principal executive offices)  (Zip Code)
 
Registrant's telephone number, including area code:
(281) 441-2538
 
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
None
Name of Each Exchange on Which Registered
None
 
Securities registered pursuant to Section 12(g) of the Act:
 
Common Stock, par value $.001 per share
(Title of Class)
 
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 "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):

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

 
TABLE  OF CONTENTS
 
ITEM 1.
3
ITEM 2.
13
ITEM 3.
17
ITEM 4.
18
ITEM 5.
19
ITEM 6.
20
ITEM 7
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ITEM 8.
22
ITEM 9.
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ITEM 10.
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ITEM 11.
25
ITEM 12.
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ITEM 13.
F-1
ITEM 14.
26
ITEM 15.
26


 
 

 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 1.                BUSINESS
 
Global Clean Energy, Inc. (“GCE”) (the “Company”) is a Maryland corporation with offices in Houston, Texas and Montreal, Canada.  The Company is a developer of waste to energy and Platinum Group Metals (“PGM”) smelting and recovery plants across North America.
 
OUR MISSION
 
GCE plans to optimize commercially available technologies to recover, reclaim and convert waste and PGM into commercially viable energy and off takes; a process the Company refers to as Reforming Environmental Salvage into Clean Usable Energy (“R.E.S.C.U.E”).

GCE was formed eight years ago focused on processing organic waste into synthetic natural gas (“syngas”). The goal was to both reduce greenhouse gas emissions and lower the dependency in North America and Europe on imported oil and natural gas. In 2012, after significant capital investment in R&D, the Company made the strategic decision to prioritize feedstock lockup and operation agreements. GCE recognized accelerating growth opportunities in the US and began to secure long term feedstock sourcing and operations agreements. To execute this strategy GCE brought in top management from the renewable energy industry.

GCE is focused on the North American markets in implementing commercially proven technologies to convert and recover end-of-life plastic, tires, biomass, ASR auto shred, and PGM. GCE plans to incorporate technologies that are presently being employed in Europe and Asia to permit faster growth, less risk and accelerated operations and investments. GCE is positioning itself as one of the most diverse feedstock integrators, differentiating itself from single source, singular platform traditional feedstock developers in the flourishing North America alternative fuel market.

Global Clean Energy plans to Build-Own-Operate (“BOO”) plants utilizing best available technologies worldwide; GCE is a leader in the Plastic and Tire Waste to Energy field with sites under contract in the Southeast and Midwestern US which will process 30-60 tons per day of each substrate. GCE is in the midst of finalizing agreements for the development of a Plasma Arch PGM recovery site in the Southern US.

The GCE management team has extensive financial and operational backgrounds in the renewable energy, manufacturing, IP, IT fields, having built and sold companies in the hundreds of million-of dollars over the last 20 years. With broad experience in many disciplines and industries, our customers have ranged from large independents through to government agencies, mass distribution entities and Fortune 1000 companies. The team’s industry background affords the Company with vital insight and a valuable network of plant construction, manufacturing and EPC resources.
 
GCE is uniquely positioned to become the fastest growing developer, with its aggregation model of modular waste-to-energy and recovery conversion projects in the multi-billion dollar waste to energy industry.
 
 
3

 
HIGHLIGHTS
 
·  
GCE is focused on the build out of a hybrid Plastic and Tire W2F plant and a PGM plasma smelting operation
 
·  
GCE strictly implements systems with a minimum of 10 commercialized installations in place to mitigate technology risks
 
·  
GCE contracts 20 year long-term feedstock supply agreements
 
·  
GCE only implements systems with performance guarantees in place from OEM
 
·  
GCE follows stringent IRR criteria
 
·  
GCE will acquire synergistic operations
 
·  
GCE bases its investment decisions on extensive financial modeling for sites that have expansion capabilities for scalable and modular system growth and expansion, “inside the fence” of our customer’s facilities
 
·  
GCE creates joint ventures with large entities, municipalities and existing operations, clearly differentiating the company from “start-up” risks
 
·  
GCE controls feedstock, technology, site operations and off take sales
 
·  
The Company is ready to commercialize 2 sites for 2015 operation and 2 additional sites in 2016
 
North American Market and Drivers

In the U.S., the field of solid waste management is becoming more closely aligned with resource management, and this is in large part because the way we view “waste” is dramatically shifting. New technologies are being developed that allow more materials to be recovered and new value created from those materials. Much more of our waste stream is considered to be valuable scrap material and new technologies such as automation for materials separation are allowing the industry to tap into these resources and create value out of what was previously considered non-valuable material. Conversion technologies, specifically those designed for plastics, offer the same potential to create value as landfills. Plastic to fuel (“PTF”) technologies offer the potential to manage landfill-bound plastics as a resource to create a valuable alternative fuel source. At this time, a large portion of the plastic waste stream is still treated as “waste,” and there is a large opportunity to recover more of the plastics we use in the United States.

Now, an end-of-life management option exists for non-recycled plastics: conversion of scrap plastics to either chemical feedstock or fuel. These conversion technologies rely on the processes of depolymerization and pyrolysis, respectively or PTF technologies. The technology has existed for decades, however, recent investment and innovation in pyrolytic technology has created a new generation of systems that GCE has embraced as reviewed in the technology section.

Global Clean Energy recognizes that alternative energy technologies are evolving rapidly and other technologies that are likely to emerge may provide for various applications. These technologies will allow the Company to develop projects over a wider size range and broader scope of potential feedstock.
 
GCE is focused on 5 key development and plant investment principles:

1. Controlling Feedstock
2. Aggregating waste-to-energy conversion technologies
3. Developing alternative fuels with F-500 EPC and O & M companies
4. Providing development capital utilizing EPC backed technologies with performance guarantees
5. Generating high IRR
 
 
4

 
GRAPHIC GRAPHIC
 
System Description

Global Clean Energy plans to use proven, commercialized best available technology worldwide to convert waste into high value energy

1.  
Systems break down carbon-based materials by applying extreme temperatures in an oxygen-starved environment. High temperatures in an oxygen starved environment allow gasification (pyrolysis) systems to significantly reduce harmful emissions compared to either incineration or landfills.
2.  
Gasification has been used to generate energy for over a century and is cleaner and more efficient than traditional "burn" or combustion processes. There are gasification plants worldwide generating clean energy in 26 countries.
3.  
Pyrolysis systems are scalable and can process as little as 25 tons per day.
4.  
Other systems available to the Company include Anaerobic Digestion for organic waste in the agricultural sector and Plasma Arc Systems for super high heating, destruction and recovery for non-homogenous waste, E-Waste and PGM rhodium, palladium and platinum.
5.  
Modular systems install inside the fence with technology guarantees in place.

Marketing Plan
 
GCE will focus on projects for industrial facilities where high value after life secure feedstock supplies can be converted into high value off takes to generate a high Internal Rate of Return for the company.  GCE plans to operate one-stop, full-service, third-party source for generating on-site Syngas, low sulfur fuels, and/or ethanol in the waste to fuels markets,  and Platinum, rhodium and palladium in the PGM commodity markets right through to refining.
 
 
5

 
Target Clients
 
GCE will target industries such as the automotive, chemical, plastic, paper and tire industries, all of which have substantial demand for GCE off takes for internal power or fuel needs or repurposing byproducts back into industry as is the case auto and truck catalyst and carbon markets.
 
Priority will be given to those companies that are in a position to enter into both feedstock supply and energy off-take agreements either on a fixed-price or toll-processing basis. In this way, GCE will insulate itself from feedstock and energy market price fluctuations for its first plants.
 
Due to the fact that GCE will be depending primarily on the security of the long-term feedstock supply and energy off-take agreements, it will give priority to companies with strong balance sheets and good out-year prospects. It is currently intended that companies with less secure business prospects will generally be served only if they can post performance bonds or provide other assurances that minimize the risks of their non-performance.
 
Employees
 
The Company at present has 8 full time employees, 20 consultants engaged on a project basis and an operations network built by the Company throughout North America.
 
Corporate History
 
Global Clean Energy, Inc., a Maryland corporation, was incorporated on November 8, 2007.  GCE is successor to Newsearch, Inc. (“Newsearch”), a Colorado corporation, which was incorporated on December 3, 1999.  Newsearch was dormant until August 20, 2002, when it acquired Panache, Inc. (“Panache”), a Colorado corporation, and Panache became a wholly-owned subsidiary of Newsearch.  Panache ceased operations in June 2004, when it determined that its business plan could not be executed due to a lack of operating capital and prospects for raising adequate funding, and was dissolved in January 2005. Newsearch was dormant from July 2004 through July 2006 when it began operating in furtherance of its current business plan.
 
On November 13, 2007, Newsearch was reincorporated in the State of Maryland and, at the same time, changed its name to Global Clean Energy, Inc.
 
Internet Web Site
 
www.globalcleanenergy.net
 
RISK FACTORS
 
 If any of the following risks actually occur, our business could be harmed.
 
We have an immediate need for capital and this capital could significantly dilute shareholders or otherwise expose us to creditor risk
 
Currently, we do not have any financing arrangements in place.  We need to raise additional capital through the issuance of equity and/or debt to provide financing to execute our long-term strategic plan.  Our ability to obtain additional funding will be subject to a number of factors, including market conditions, our operating performance and investor sentiment. These factors may make the timing, amount, terms and conditions of additional funding unattractive.
 
If we issue additional equity securities, our existing stockholders may experience dilution or be subordinated to any rights, preferences or privileges granted to the new equity holders.  If we raise additional financing through the issuance of equity or equity-related, those securities may have rights, preferences or privileges senior to those of the rights of our common stock and our stockholders may experience dilution of their ownership interests.  Similarly, the incurrence of additional debt would increase our interest expense and other debt service obligations and could result in the imposition of covenants that restrict our operational and financial flexibility. If financing is not available or obtainable within the next six months, our ability to meet our financial obligations and pursue our plan of operation will be substantially limited and investors may lose a substantial portion or all of their investment.
 
 
6

 
Pyrolytic Steam Reforming (“PSR”) technology may not gain broad commercial acceptance.
 
Commercial applications of PSR technology are at an early stage of development, and the extent to which PSR power generation will be commercially viable is uncertain. Many factors may affect the commercial acceptance of PSR technology, including the following:
 
·  
performance, reliability and cost-effectiveness of PSR technology compared to conventional and other alternative energy sources and products;
 
·  
developments relating to other alternative energy generation technologies;
 
·  
fluctuations in economic and market conditions that affect the cost or viability of conventional and alternative energy sources, such as increases or decreases in the prices of oil and other fossil fuels;
 
·  
overall growth in the alternative energy equipment market;
 
·  
availability and terms of government subsidies and incentives to support the development of alternative energy sources, including PSR;
 
·  
fluctuations in capital expenditures by utilities and independent power producers, which tend to decrease when the economy slows and interest rates increase; and
 
·  
the development of new and profitable applications requiring the type of energy supply provided by our autonomous PSR systems.
 
If PSR technology does not gain broad commercial acceptance, our business will be materially harmed and we may need to curtail or cease operations.
 
If sufficient demand for our BOO on-site alternative energy plants does not develop or takes longer to develop than we anticipate, our revenues may decline, and we may be unable to achieve and then sustain profitability.
 
Our facilities might not be commercially viable even if gasification technologies gain commercial acceptance.
 
Even if PSR technology achieves broad commercial acceptance, our BOO plants may not prove to be commercially viable for generating electricity from low-cost sources of feedstock. We expect to invest a significant portion of our time and financial resources in the development of our BOO plants. As we begin to market, sell and construct our BOO plants, unforeseen hurdles may be encountered that would limit the commercial viability of our BOO plants, including unanticipated construction, operating, maintenance and other costs. Our target customers and we may also encounter technical obstacles to construction, constructing and maintaining BOO plants with sufficient capacity to generate competitively-priced alternative fuels.
 
If demand for our BOO plants fails to develop sufficiently, we may be unable to grow our business or generate sufficient revenues to achieve and then sustain profitability .
 
Demand for BOO plants in our presently targeted markets may not develop or may develop to a lesser extent than we anticipate. If we are not successful in commercializing our BOO plants, or are significantly delayed in doing so, our business, financial condition and results of operations could be adversely affected.
 
 
7

 
Our targeted markets are highly competitive. We expect to compete with other alternative energy companies and may have to compete with larger companies that enter into the alternative energy business.
 
The Alternative Energy and PGM Recovery industry, particularly in North America, is highly competitive and continually evolving as participants strive to distinguish themselves and compete with the larger electric power industry. Competition in the renewable energy industry is likely to continue to increase with the advent of dozens of new alternative energy technologies. If we are not successful in constructing systems that generate competitively priced alternative fuels, we will not be able to respond effectively to competitive pressures from other alternative energy technologies.
 
Moreover, the success of alternative energy generation technologies may cause larger electric utility and other energy companies with substantial financial resources to enter into the alternative energy industry. These companies, due to their greater capital resources and substantial technical expertise, may be better positioned to develop new technologies. Our inability to respond effectively to such competition could adversely affect our business, financial condition and results of operations.
 
The Company’s competition in the PGM recovery industry are the likes of Techemet, Johnson Matthey and BASF. For  pyrolysis GCE will be competing against companies such as Enerkem Inc and Kleanindustries.
 
We may be unable to manage the expansion of our operations effectively.
 
We intend to expand our business significantly. However, to date the scope of our operations has been limited, and we do not have experience operating on the scale that we believe will be necessary to achieve profitable operations. Our current personnel, facilities, systems and internal procedures and controls are not adequate to support our anticipated future growth. We plan to add sales, marketing and engineering offices in additional locations throughout North America.
 
To manage the expansion of our operations, we will be required to improve our operational and financial systems, procedures and controls, increase our construction operating capacity and expand, train and manage our employee base, which must increase significantly if we are to fulfill our current construction, operation and growth plans. Our management will also be required to maintain and expand our relationships with customers, suppliers and other third parties, as well as attract new customers and suppliers. If we do not meet these challenges, we may be unable to take advantage of market opportunities, execute our business strategies or respond to competitive pressures.
 
We may be unable to successfully negotiate and enter into operations and maintenance contracts with potential customers.
 
An important element of our business strategy is to maximize our revenue opportunities with any potential future customers by seeking to enter into operations and maintenance contracts with them under which we would be paid fees for operating and maintaining the BOO plants that they have purchased from us. Even if customers purchase our BOO plants, they may not enter into operations and maintenance contracts with us. Even if we successfully negotiate and enter into such operations and maintenance contracts, our customers may terminate them prematurely or they may not be profitable for a variety of reasons, including the presence of unforeseen hurdles or costs. In addition, our inability to perform adequately under such operations and maintenance contracts could impair our efforts to successfully market the BOO plants. Any one of these outcomes could have a material adverse effect on our business, financial condition and results of operations.
 
Problems with the quality or performance of our BOO plants could adversely affect our business, financial condition and results of operations.
 
We anticipate that our agreements with customers will generally include guarantees with respect to the quality and performance of our BOO plants. Because of the limited operating history of our BOO plants, we will be required to make assumptions regarding the durability, reliability and performance of the systems, and we cannot predict whether and to what extent we may be required to perform under the guarantees that we expect to give our customers. Our assumptions could prove to be materially different from the actual performance of our BOO plants, causing us to incur substantial expense to repair or replace defective systems in the future. We will bear the risk of claims long after we have sold our BOO plants and recognized revenue. Moreover, any widespread technology failures could adversely affect our business, financial condition and results of operations.
 
 
8

 
Currency translation and transaction risk may adversely affect our business, financial condition and results of operations.
 
Although our reporting currency is the US dollar, we expect to conduct our business and incur costs in the local currency of most countries in which we operate. As a result, we will be subject to currency translation risk. We expect a large percentage of our revenues to be generated outside the United States and denominated in foreign currencies in the future. Changes in exchange rates between foreign currencies and the US dollar could affect our revenues and cost of revenues, and could result in exchange losses. We cannot accurately predict the impact of future exchange rate fluctuations on our results of operations.
 
We may not be able to continue as a going concern.
 
The Company’s financial statements have been prepared assuming that it will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, we have incurred continued losses, have a net working capital deficiency, and have an accumulated deficit of $10,820,002 as of December 31, 2013. These factors among others create a substantial doubt about our ability to continue as a going concern. The Company is dependent upon sufficient future revenues, additional sales of our securities or obtaining debt financing in order to meet our operating cash requirements. Barring the Company’s generation of revenues in excess of its costs and expenses or its obtaining additional funds from equity or debt financing, or receipt of significant licensing prepayments, the Company will not have sufficient cash to continue to fund the operations of the Company through June 30, 2014. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Although we are actively pursuing financing opportunities, we may not be able to raise cash on terms acceptable to us or at all. There can be no assurance that we will be successful in obtaining additional funding. Financings, if available, may be on terms that are dilutive to our shareholders, and the prices at which new investors would be willing to purchase our securities may be lower than the current price of our ordinary shares. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations in the short term.

Our business uses non-exclusive licensed technology, which may be difficult to protect and may infringe on the intellectual property rights of third parties.
 
It is possible that we may need to acquire other licenses to, or to contest the validity of, issued or pending patents or claims of third parties. We cannot assure you that any license would be made available to us on acceptable terms, if at all, or that we would prevail in any such contest. In addition, we could incur substantial costs in defending ourselves in suits brought against us for alleged infringement of another party’s patents in bringing patent infringement suits against other parties based on our licensed patents.
 
In addition to licensed patent protection, we also rely on trade secrets, proprietary know-how and technology that we will seek to protect, in part, by confidentiality agreements with our prospective joint venture partners, employees and consultants. We cannot assure you that these agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets and proprietary know-how will not otherwise become known or be independently discovered by others.
 
Our financial results may fluctuate from quarter to quarter, which may make it difficult to predict our future performance.
 
Our financial results may fluctuate as a result of a number of factors, many of which are outside of our control. For these reasons, comparing our financial results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our future quarterly and annual expenses as a percentage of our revenues may be significantly different from those we expect for the future. Our financial results in some quarters may fall below expectations. Any of these events could cause our stock price to fall. Each of the risk factors listed in this “Risk Factors” section, including the following factors, may adversely affect our business, financial condition and results of operations:
 
 
9

 
·  
delays in permitting or acquiring necessary regulatory consents;
 
·  
delays in the timing of contract awards and determinations of work scope;
 
·  
delays in funding for or construction of BOO plants;
 
·  
changes in cost estimates relating to BOO plant completion, which under percentage of completion accounting principles could lead to significant charges to previously recognized revenue or to changes in the timing of our recognition of revenue from those projects;
 
·  
delays in meeting specified contractual milestones or other performance criteria under project contracts or in completing project contracts that could delay the recognition of revenue that would otherwise be earned;
 
·  
reductions in the availability or level of subsidies and incentives for alternative energy sources;
 
·  
decisions made by parties with whom we have commercial relationships not to proceed with anticipated projects;
 
·  
increases in the length of our sales cycle; and
 
·  
reductions in the efficiency of our construction and/or operations processes.
 
If prices for alternative energy or fuels drop significantly, we will also be forced to reduce our prices, which potentially may lead to losses.
 
Prices for alternative energy or fuels can vary significantly over time and decreases in price levels could adversely affect our profitability and viability. We cannot assure you that we will be able to sell any alternative energy or fuels we produce.
 
Price increases or interruptions in needed energy supplies could cause loss of customers and impair our profitability.
 
Production of alternative fuel sources requires a constant and consistent supply of energy. If there is any interruption in our supply of energy for whatever reason, such as availability, delivery or mechanical problems, we may be required to halt any production we may have. If we halt production for any extended period of time, it will have a material adverse effect on our business. Natural gas and electricity prices have historically fluctuated significantly. We expect to purchase significant amounts of these resources as part of our pyrolysis process. Increases in the price of natural gas or electricity would harm our business and financial results by increasing our energy costs.
 
We may be unable to attract and retain management and other personnel we need to succeed.
 
Our success depends on the skills, experience and efforts of our senior management and other key development, manufacturing, construction and sales and marketing employees. We cannot be certain that we will be able to attract, retain and motivate such employees. The loss of the services of one or more of these employees could have a material adverse effect on our business. There is a risk that we will not be able to retain or replace these key employees.
 
In addition, our anticipated growth will require us to hire a significant number of qualified technical, commercial and administrative personnel. The majority of our new hires will be engineers, project managers and operations personnel. There is intense competition from other companies and research and academic institutions for qualified personnel in the areas of our activities. If we cannot continue to attract and retain, on acceptable terms, the qualified personnel necessary for the continued development of our business, we may not be able to sustain our operations or grow at a competitive pace.
 
 
10

 
The reduction or elimination of government subsidies and economic incentives for alternative energy sources could prevent demand for our BOO plants from developing, which in turn would adversely affect our business, financial condition and results of operations.
 
Federal, state and local governmental bodies in many countries, most notably the United Kingdom, Canada and the United States, have provided subsidies in the form of tariff subsidies, rebates, tax credits and other incentives to utilities, power generators and distributors using alternative energy. However, these incentives and subsidies generally decline over time, and many incentive and subsidy programs have specific expiration dates. Moreover, because the market for electricity generated from gasification is at an early stage of development, some of the programs may not include gasification as an alternative energy source eligible for the incentives and subsidies.
 
Currently, the cost of alternative fuels generated from gasification, without the benefit of subsidies or other economic incentives, substantially exceeds the price of alternative fuels from our BOO plants, which are designed to feed alternative fuels to an on-site end-user, depends significantly on the availability and size of government incentives and subsidies for gasification. As alternative energy becomes more of a competitive threat to conventional energy providers, companies active in the conventional energy business may increase their lobbying efforts in order to encourage governments to stop providing subsidies for alternative energy, including gasification. We cannot predict the level of any such efforts, or how governments may react to such efforts. The reduction, elimination or expiration of government incentives and subsidies, or the exclusion of PSR technology from those incentives and subsidies, may result in the diminished competitiveness of gasification relative to conventional and non-gasification alternative sources of energy. Such diminished competitiveness could materially and adversely affect the growth of the gasification industry, which could in turn adversely affect our business, financial condition and results of operations.
 
Lax enforcement of environmental and energy policy regulations may adversely affect demand for alternative energy.
 
Our success will depend in part on effective enforcement of existing environmental and energy policy regulations. Many of our potential customers are unlikely to switch from the use of conventional fuels unless compliance with applicable regulatory requirements leads, directly or indirectly, to the use of alternative energy sources. Both additional regulation and enforcement of such regulatory provisions are likely to be vigorously opposed by the entities affected by such requirements. If existing emissions-reducing standards are weakened, or if governments are not active and effective in enforcing such standards, our business and results of operations could be adversely affected. Even if the current trend toward more stringent emissions standards continues, we will depend on the ability of alternative energy sources to satisfy these emissions standards. Certain standards imposed by regulatory programs may limit or preclude the use of our products to comply with environmental or energy requirements. Any decrease in the emission standards or the failure to enforce existing emission standards and other regulations could result in a reduced demand for any alternative energy we produce.
 
Costs of compliance with burdensome or changing environmental and operational safety regulations could cause our focus to be diverted away from our business and our results of operations to suffer.
 
The production of many alternative energy fuels still involves the emission of various airborne pollutants, including particulate matter, carbon monoxide, carbon dioxide, nitrous oxide, volatile organic compounds and sulfur dioxide. The production facilities that we will build may discharge water or other matters into the environment. As a result, we are subject to complicated environmental regulations of the countries we are in or the U.S. Environmental Protection Agency and regulations and permitting requirements of the states where our plants are to be located. These regulations are subject to change and such changes may require additional capital expenditures or increased operating costs. Consequently, considerable resources may be required to comply with future environmental regulations. In addition, our BOO plants could be subject to environmental nuisance or related claims by employees, property owners or residents near the plants arising from air or water discharges. Environmental and public nuisance claims, or tort claims based on emissions, or increased environmental compliance costs could significantly increase our operating costs.
 
 
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Implementation of our planned projects is dependent upon receipt of all necessary regulatory permits and approvals.
 
Development of power generation is heavily regulated. Each of our planned projects is subject to multiple permitting and approval requirements. In many cases we expect to be dependent on a regional government agency for such permits and approvals. Due to the unique nature of alternative fuels systems, we would expect our projects to receive close scrutiny by permitting agencies, approval authorities and the public, which could result in substantial delay in the permitting process. Successful challenges by any parties opposed to our planned projects could result in conditions limiting the project size or in the denial of necessary permits and approvals.
 
If we are unable to obtain necessary permits and approvals in connection with any or all of our projects, those projects would not be implemented and our business, financial condition and results of operations would be adversely affected. Further, we cannot assure you that we have been or will be at all times in complete compliance with all such permits and approvals. If we violate or fail to comply with these permits and approvals, we could be fined or otherwise sanctioned by regulators.
 
Our directors and officers as a group have significant voting power and may take actions that may not be in the best interest of all other stockholders.
 
Our directors and officers, as a group, control approximately 40% of the Company’s current outstanding shares of common stock. These directors and executive officers may be able to exert significant control over our management and affairs requiring stockholder approval, including approval of significant corporate transactions. This concentration of ownership may expedite approvals of Company decisions, or have the effect of delaying or preventing corporate actions that may be in the best interests of all our stockholders.
 
Our common stock is traded on the OTC: Pink market and may fluctuate significantly.
 
Our common stock is currently traded and quoted on the OTC: Pink market. The quotation of our common stock on a securities market or exchange does not assure that a meaningful, consistent and liquid trading market will ever exist.  Our stock is a penny stock and there are significant risks.
 
Stockholders should be aware that, according to the SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. These patterns include:
 
·  
Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
 
·  
Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
 
·  
“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;
 
·  
Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
 
·  
The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.
 
Furthermore, the “penny stock” designation may adversely affect the development of any public market for our shares or, if such a market develops, its continuation. Broker-dealers are required to personally determine whether an investment in “penny stock” is suitable for customers.
 
 
12

 
ITEM 2.                FINANCIAL INFORMATION
 
For the years ended December 31, 2013 and 2012:
 
During the years ended December 31, 2013 and 2012 we did not earn any revenue.  Our net loss for the year ended December 31, 2013 was $3,007,942, an increase of $1,383,759 as compared to the net loss for the year ended December 31, 2012 of $1,624,183.  Our ability to use consultants and operate with as little overhead has allowed us to minimize operating losses.  Cash used in operations during the year ended December 31, 2013 was $391,154 whereas during the year ended December 31, 2012, there was $27,966 in cash provided by operations.  This was primarily due to the utilization of our stock to compensate consultants instead of cash which has reduced our need for cash.
 
For the three months ended March 31, 2014 and 2013:
 
During the three months ended March 31, 2014 and 2013 we did not earn any revenue.  Our net loss for the three months ended March 31, 2014 was $533,148, a decrease of $148,107 as compared to the net loss for the three months ended March 31, 2013 of $681,255.  Our ability to use consultants and operate with as little overhead has allowed us to minimize operating losses.  Cash used in operations during the three months ended March 31, 2014 was $362,721 whereas during the three months ended March 31, 2013, there was $90,709 in cash used in operations.  This was primarily due to the utilization of our stock to compensate consultants instead of cash which has reduced our need for cash.
 
Liquidity and Capital Resources
 
Our cash on hand totaled $4,589 and $122 at March 31, 2014 and December 31, 2013, respectively, and our working capital deficit was $3,028,955 and $2,844,471, respectively.  These deficits resulted from ongoing expenses related to implementing our business plan with limited revenues to date. The stockholders’ deficit was $3,028,955 and $2,844,470 at March 31, 2014 and December 31, 2013, respectively.
 
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 generate 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. We have estimated our operating expenses for the period from April 2014 to December 2014 will approximate roughly $1,400,000.
 
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.
 
 
13

 
Critical Accounting Policies and Estimates
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reporting amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods.  Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates.

Cash and Cash Equivalents

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. The Company had no cash equivalents at March 31, 2014 or December 31, 2013.
 
Fair Value of Financial Instruments

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 on January 1, 2011. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
 
Income Taxes
 
In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of the economic conditions, the Company has recorded a full valuation allowance against its deferred tax assets at March 31, 2014 and December 31, 2013 where it cannot conclude that it is more likely than not that those assets will be realized.
 
Revenue Recognition
 
The Company’s business is to recover and reform environmental salvage into clean usable energy. When a contract is signed to perform services the Company will develop a recovery plan which the customer reviews.  Once the final plan is accepted the Company will complete the order, according to the completed plan.  At the completion of each phase of the plan, an invoice is prepared itemizing the portions completed.  The invoice is entered into our accounting system and is recognized as revenue at that time. Our invoices are paid by the customer within 30 days of receipt.

As described above, in accordance with the requirements of ASC 605-10-599, the Company recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred; (3) the seller’s price is fixed or determinable (per the customer’s contract); and (4) collectability is reasonably assured.
 
 
Beneficial Conversion Features

From time to time, the Company may issue convertible notes that contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Stock-Based Compensation
 
Global Clean Energy accounts for stock-based compensation in accordance with ASC 718.  Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period.  The Company elected the modified-prospective method, under which prior periods are not revised for comparative purposes.  The valuation provisions of ASC 718 apply to new grants and to grants that were outstanding as of the effective date and subsequently modified.
 
During the three months ended March 31, 2014 and 2013, there were no stock options granted or outstanding.
 
Comprehensive Income
 
ASC 220-10-45-10A establishes requirements for inclusion of foreign currency translation adjustments in the disclosure of comprehensive income (loss). During the three months ended March 31, 2014 and 2013, the Company reported foreign currency translation adjustments of $276,798 and $46,275, respectively, as part of other comprehensive income (loss), due to the Canadian dollar being the functional currency, but the American dollar being the reporting currency.
 
Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company is required to record all components of comprehensive income (loss) in the financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments and unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive income (loss).
 
Basic and Diluted Net Earnings (Loss) per Share

Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. There were no outstanding potential common stock equivalents for the periods presented. As such, basic and diluted earnings per share resulted in the same figures for the three months ended March 31, 2014 and 2013.
 
Recently Issued Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.
 
 
15


In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carry forwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

In February 2013, FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
 
·  
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

·  
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 did not have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 did not have a material impact on our financial position or results of operations.

In October 2012, the FASB issued ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 did not have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 did not have a material impact on our financial position or results of operations.
 
 
16


In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 did not have a material impact on our financial position or results of operations.

Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
 
ITEM 3.                PROPERTIES
 
Our principal executive offices are situated at 6040 Upshaw Dr. #105, Humble, Texas 77396.  The space is being sublet from Houston Industrial Materials which is owned by our Chairman, Gerald Enloe.  This space is temporary until actual space needs for the Texas office are determined.

Our Company’s operational offices are at 4150 St Catherine Street West, Suite 525, Montreal, Quebec H3Z 2Y5.  The space is being sublet from Kenneth Adessky, Attorneys. Mr. Adessky is a director and acts as our CFO.

We believe our existing facilities are adequate to meet our current needs and we can renew our existing subleases or obtain alternative space on terms that would not have a material impact on our financial results.
 
 
17


ITEM 4.                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth, as of July 7, 2014, the stock ownership of (i) each of our named executive officers and directors, (ii) all executive officers and directors as a group, and (iii) each person known by us to be a beneficial owner of 5% or more of our common stock. No person listed below has any option, warrant or other right to acquire additional securities from us, except as may be otherwise noted. We believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them except as stated therein.
 
Name and Address
 
Amount & Nature
       
of Beneficial
 
of Beneficial
   
Percent
 
Owner (1)
 
Ownership
   
of Class (2)
 
   
Kenneth Adessky
4150 Sainte-Catherine Street W.
Suite 525
Montreal, Quebec H3Z 2Y5
   
55,087,500
     
       22.8
%
                 
Dr. Earl Azimov
5737 Blossom
Cote St Luc, Quebec H4W 2T2
   
     54,500,000
     
         22.5
%
                 
Gerald Enloe
7777 Plum Grove Road
Cleveland, Texas 77371
   
          103,920
         
                 
Paul Whitton
2415 Shakespeare #3
Houston, Texas 77936
   
           50,000
     
*
 
                 
Brian Levine
134 Tobago.
Dollard des Ormeaux, Quebec H9G 2X5
   
13,400,000
     
           5.5
%
                 
Steven Mann
10720 New Berd
Las Vegas, NV 89144
   
13,400,000
     
            5.5
%
                 
** All officers and directors
as a group (6 persons)
   
136,541,400
     
56.43
%

*Less than 1%.
 
(1)
Beneficial ownership is determined in accordance with the Rule 13d-3(a) of the Securities Exchange Act of 1934, as amended, and generally includes voting or investment power with respect to securities. Except as subject to community property laws, where applicable, the person named above has sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by him.
 
(2)
The beneficial ownership percent in the table is calculated with respect to the number of outstanding shares 241,968,911 of the Company’s common stock as of December 31, 2013, and each stockholder’s ownership is calculated as the number of shares of common stock owned plus the number of shares of common stock into which any preferred stock, warrants, options or other convertible securities owned by that stockholder can be converted within 60 days.
 
Beneficial Ownership Reporting Compliance
 
No parties except for our President and Principal Financial officer own more than ten percent (10%) of the Company’s common stock.
 
 
18

 

ITEM 5.                DIRECTORS AND EXECUTIVE OFFICERS
 
The following table sets forth the names, ages, years elected and principal offices and positions of our current directors and executive officers as of June 10, 2014
 
Name
  Age  
Position(s) with the Company
         
Gerald Enloe
 
65
 
Chairman of the Board,  Director
         
Earl Azimov
 
52
 
President, Chief Executive Officer and Director
         
Kenneth Adessky
 
50
 
Chief Financial Officer, Secretary and Director
         
Paul Whitton
 
67
 
 Director
         
Brian Levine
 
53
 
Chief Operating Officer,
         
Steven Mann
 
56
 
Chief Development Officer,

Gerald Enloe: Mr. Enloe has served as a director and as Chairman of the Board since April 30, 2009.  Since 1991, Mr. Enloe has served as President and CEO of Houston Industrial Materials, Inc., a construction materials supplier.  He has 25 years of experience in the environmental remediation business.  He has also served as Chairman and a Director of Element 21 Golf, Inc. from 2002-2006.
 
Dr. Earl Azimov: Dr. Azimov has served as a Director and Chairman of our Board since August 2006. Mr. Azimov has served as Chief Executive Officer and President since 2009.  Dr. Azimov is currently the Chief Executive Officer of Miazzi Ventures Inc., a merchant bank that he co-founded that has assumed leadership roles in early stage companies since 1996, including Mamma.com, which was sold in 1999 for an eight-figure valuation. In addition, from 2003-2007, Dr. Azimov was the co-founder and Director of GospelCity.Com, Inc., a world leader of on-line faith-based gospel entertainment. From 1992 through 1995, Dr. Azimov was the President of Zellers Optical Centers, a company he co-founded that employed over 70 optometrists and 200 support personnel that was later sold to National Vision Associates of Atlanta, who operate the Wal-Mart Vision Centers. Dr. Azimov brings 20 years of private equity experience, focusing on seed capital investments in startup companies. He has a Bachelor of Science from the University of South Carolina and a Doctorate of Optometry from the University of Montreal — School of Optometry, in Montreal, Quebec, Canada.
 
Kenneth Adessky: Mr. Adessky has been our Chief Financial Officer, Secretary and a Director since August 2006. Mr. Adessky is currently a Senior Partner of Adessky Lesage, a corporate commercial law firm located in Montreal, Canada that he co-founded in 1995. As a Senior Partner, Mr. Adessky focuses his legal practice on private and public financings, mergers and acquisitions and public offerings of small capital public companies. Over the past decade, Mr. Adessky has completed in excess of $100 million dollars of financing. Mr. Adessky received his Bachelor of Civil Law from McGill University in Montreal, Quebec, Canada in 1990.
 
Paul Whitton: Mr. Whitton currently serves as our Vice-President, and he has served as a Director since June 2007. Since 1998, Mr. Whitton has been the owner of JK, Inc., an environmental consulting company based in Houston, Texas. Mr. Whitton holds numerous patents relating to industrial environmental quality and is a nationally recognized speaker on abatement. Prior to 1988, he spent 22 years with Brown & Root Construction Company where he was an area superintendent for construction and maintenance of oil and gas refineries, nuclear power plants, and paper mills throughout the world but primarily the Mideast and United Kingdom. He was also a construction supervisor with Boeing Air and in the United States Navy for four years. Mr. Whitton brings industrial plant management and construction experience as well as his environmental expertise to the Company.
 
 
19

 
Brian Levine : Mr. Levine joined GCE as its Chief Operating on December 1, 2012. Mr. Levine’s last five years were spent in the wind energy industry where he was responsible for global marketing and new application development. He is recognized for pioneering and developing new wind energy recovery platforms F.A.R. (forced air recovery based on the constant flow for in the air handling and evaporative cooling equipment) that is revolutionizing the industry. Brian has a diverse background in manufacturing, private equity, global marketing, media and M&A. Levine maintains regular deal flow in renewable technologies, focus on wind, bio fuels, diesel reduction and hybrid charging and technology incubators.
 
Mr. Steven Mann : Mr. Mann joined GCE as its Chief Development on April 1, 2013. Mr. Mann has a background in operating and manufacturing the fourth largest cabinet company in North America. Mr. Mann was instrumental in growing the company and selling it to a private equity firm. Mr. Mann gives GCE the added oversight for current and future projects to allow GCE to fully vet and evaluate site feasibility studies, to design sites and systems and to aggregate property owners, manufacturers, installation companies, and O&M’s to build, own and operate waste to energy sites that are scalable and repeatabl e.
 
ITEM 6.                EXECUTIVE COMPENSATION
 
Summary Compensation Table

The following Summary Compensation Table sets forth, for the years indicated, all cash compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by our Executive Officers.  No other executive officer or other employee received or is entitled to receive remuneration in excess of $100,000 during the stated periods.
 
Name and Principal
 
Year
 
Salary (1)
   
Option Grants
   
All Other
   
Total
 
Position
     
($)
   
($)
   
Compensation ($)
   
($)
 
(a)
 
(b)
 
(c)
   
(e)
   
(f)
   
(g)
 
Earl Azimov, Chief Executive Officer
 
2012
  $ 120,000       0       0     $ 120,000  
   
2013
  $ 180,000       0       0     $ 180,000  
Kenneth Adessky, Chief Financial Officer
 
2012
  $ 120,000       0       0     $ 120,000  
   
2013
  $ 180,000       0       0     $ 180,000  
Brian Levine, Chief Operating Officer
 
2013
  $ 120,000       0       0     $ 120,000  
                                     
Steven Mann, Chief Development Officer
 
2013
  $ 120,000       0       0     $ 120,000  
_____________
 
(1)           Salary consists of compensation fees.
 
Employment Agreements
 
We do not have employment agreements with any of our executive officers or directors. We have verbal understandings with our executive officers regarding monthly retainers and reimbursement for actual out-of-pocket expenses.
 
Termination of Employment
 
There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in the Summary Compensation Table set forth above that would in any way result in payments to any such person because of his or her resignation, retirement or other termination of such person’s employment with us.
 
 
20

 
ITEM 7.                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
Related Party Transaction Procedures.
 
The Board reviews and approves all transactions between us and any director or executive officer that will, or is reasonably likely to require disclosure under the SEC’s rules. In determining whether to approve any transaction with any of our directors or executive officers, the Board will consider the following factors, among others, to the extent relevant to the transaction:
 
·  
whether the terms of the transaction are fair to us and on the same basis as would apply if the transaction did not involve a related person;
 
·  
whether there are business reasons for us to enter into the transaction;
 
·  
whether the transaction would impair the independence of an outside director; and
 
·  
whether the transaction would present an improper conflict of interest for a director or executive officer, taking into consideration such factors as the Board deems relevant, such as the size of the transaction, the overall financial position of the individual, the direct or indirect nature of the individual’s interest in the transaction and the ongoing nature of any proposed relationship.
 
Related Party Transactions .
 
Promissory Notes – Related Party

On August 15, 2008, the Company obtained an $80,000 loan from Vision Capital Partners (a related party) due in one year, bearing interest at 7.5% per year.  Accrued interest at March 31, 2014 and December 31, 2013 was $32,408 and $32,032, respectively. Currently in default.

On May 1, 2013, the Company obtained a $15,000 loan, in Canadian dollars, from Ken Adessky due in one year, bearing interest at 7.5% per year.  Accrued interest at March 31, 2014 and December 31, 2013 was $932 and $701, respectively.

Rent Payable

The Company has signed a lease commitment with Ken Adessky (a related party), on a month-to-month basis, for office space payable monthly at a rate of $5,000; the amount of rent payable on the lease was $354,960 and $351,540 as of March 31, 2014 and December 31, 2013, respectively.
 
Common Stock

On August 15, 2012, Ken Adessky (a related party) converted $50,000 of accrued compensation into 10,000,000 shares of common stock, valued at $600,000 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $550,000 was recognized.

On August 15, 2012, Earl Azimov (a related party) converted $50,000 of accrued compensation into 10,000,000 shares of common stock, valued at $600,000 based on the market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $550,000 was recognized.

On February 12, 2013, Ken Adessky (a related party) converted $50,000 of accrued compensation into 9,600,000 shares of common stock, valued at $270,720 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $150,720 was recognized.
 

On February 12, 2013, Earl Azimov (a related party) converted $50,000 of accrued compensation into 9,600,000 shares of common stock, valued at $270,720 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $150,720 was recognized.

On June 10, 2013, Ken Adessky and Earl Azimov converted $50,000 of accrued compensation each into 6,250,000 shares of common stock each, the total of the two grants was valued at $262,500 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $162,500 was recognized.

On August 19, 2013, Ken Adessky (a related party) converted $60,000 of accrued compensation into 4,800,000 shares of common stock, valued at $86,400 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $26,400 was recognized.

On August 19, 2013, Earl Azimov (a related party) converted $60,000 of accrued compensation into 4,800,000 shares of common stock, valued at $86,400 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $26,400 was recognized.

Consulting Agreements

On January 2, 2013, the Company agreed to engage Kenneth Adessky and Earl Azimov as consultants earning the monthly amounts of $18,000 and $18,000, respectively for their services rendered each month until further changed or repealed.

Director Independence
 
Our current directors are Gerald Enloe, Dr. Earl Azimov, Paul Whitton, and Kenneth Adessky. We are not currently subject to corporate governance standards defining the independence of our directors. We have not yet adopted an independence standard or policy, although we intend to do so in the near future. Accordingly, the Company’s Board currently determines the independence of each Director and nominee for election as a Director. The Board has determined that none of the Company’s directors currently qualifies as an independent director.
 
Family Relationships
 
There are no family relationships among our officers and directors.
 
ITEM 8.                LEGAL PROCEEDINGS
 
We currently have no legal proceedings pending nor have any legal proceeding been threatened against us or any of our officers, directors or control persons of which we are aware.
 
Involvement in Certain Legal Proceedings
 
None of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates that are required to be disclosed pursuant to the rules and regulations of the SEC. None of the directors or executive officers to our knowledge has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.
 
 
22

 
ITEM 9.                MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION
 
The Company’s common stock began trading on the OTC Bulletin Board (“OTCBB”) on October 3, 2008 under the trading symbol “GCEI”.
 
The following table shows the high and low bid prices of our common stock by quarter since January 1, 2012 and for each quarter thereafter through December 31, 2013.  These quotes reflect inter-dealer prices, without retail markup, markdown or commissions and may not represent actual transactions.
 
Year Ended December 31, 2013 
 
High
   
Low
 
Fourth Quarter
 
$
0.0380
   
$
0.0010
 
Third Quarter
 
$
0.0485
   
$
0.0180
 
Second Quarter
 
$
0.0330
   
$
0.0015
 
First Quarter
 
$
0.0650
   
$
0.0200
 

Year Ended December 31, 2012 
 
High
   
Low
 
Fourth Quarter
 
$
0.1180
   
$
0.0210
 
Third Quarter
 
$
0.1590
   
$
0.0010
 
Second Quarter
 
$
0.0080
   
$
0.0028
 
First Quarter
 
$
0.0500
   
$
0.0150
 

Holders
 
As of June 10, 2014 we had 194 shareholders of record and 251,968,911 common shares issued and outstanding.
 
Dividend Policy
 
We have not declared or paid any dividends on our common stock to date. We anticipate that any future earnings will be retained as working capital and used for business purposes. Accordingly, it is unlikely that we will declare or pay any such dividends in the foreseeable future.
 
ITEM 10.             RECENT SALES OF UNREGISTERED SECURITIES
 
During the years ended December 31, 2013 and 2012 we issued the following securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).
 
Common Stock

Global Clean Energy is authorized to issue 300,000,000 shares of $0.001 par value common stock.  The Company has 241,968,911 shares of common stock issued and outstanding at December 31, 2013.  Dividends may be paid on the outstanding shares as declared by our board of directors.  Each share of common stock is entitled to one vote.

On July 15, 2012, Clean Energy Funding, Inc. converted $145,000 of principal and $48,643 of accrued interest into 27,663,283 shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $204,708 based on the closing market price on the date of grant, which exceeds the principal and accrued interest reduction by $11,065; this amount was recorded as a loss on conversion.

On August 15, 2012, Ken Adessky (a related party) converted $50,000 of accrued compensation into 10,000,000 shares of common stock, valued at $600,000 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $550,000 was recognized.
 

On August 15, 2012, Earl Azimov (a related party) converted $50,000 of accrued compensation into 10,000,000 shares of common stock, valued at $600,000 based on the market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $550,000 was recognized.

On September 15, 2012, Mario Nadeau converted both $25,000 loans, totaling $50,000 of principal, and $11,252 of accrued interest were converted into 1,020,869 common shares valued at $55,127 based on the closing market price on the date of grant.  As the shares were not converted in accordance with the agreement, the resulting gain on conversion of $6,125 was recorded as a gain on conversion.

On October 22, 2012, Profit Consultants converted $55,287 of principal into 1,580,000 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $79,000 based on the closing market price on the date of conversion, which exceeds the principal reduction by $23,713; this amount was recorded as a loss on conversion.

On March 4, 2013, Sylvain McMahon converted $50,000 of principal and $13,567 of accrued interest into 4,545,455 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $127,273 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $63,706; this amount was recorded as a loss on conversion.

On April 22, 2013, Profit Consultants converted $69,713 of principal and $48,851 of accrued interest into 9,750,000 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $292,500 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $173,936; this amount was recorded as a loss on conversion.

On May 9, 2013, Jay Kar Financial converted $5,000 of principal and $1,250 of accrued interest into 481,500 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $13,001 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $6,033; this amount was recorded as a loss on conversion.

On May 9, 2013, Eastveld Realties converted $16,220 of principal and $4,055 of accrued interest into 1,562,084 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $42,176 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $19,574; this amount was recorded as a loss on conversion.

On February 12, 2013, Ken Adessky (a related party) converted $50,000 of accrued compensation into 9,600,000 shares of common stock, valued at $270,720 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $150,720 was recognized.

On February 12, 2013, Earl Azimov (a related party) converted $50,000 of accrued compensation into 9,600,000 shares of common stock, valued at $270,720 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $150,720 was recognized.

On June 10, 2013, Ken Adessky (a related party), Earl Azimov (a related party) and Randy Renken converted $50,000 of accrued compensation each into 6,250,000 shares of common stock each, the total of the three grants was valued at $393,750 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $243,750 was recognized.
 

On August 19, 2013, Ken Adessky (a related party) converted $60,000 of accrued compensation into 4,800,000 shares of common stock, valued at $86,400 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $26,400 was recognized.

On August 19, 2013, Earl Azimov (a related party) converted $60,000 of accrued compensation into 4,800,000 shares of common stock, valued at $86,400 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $26,400 was recognized.

On August 19, 2013, Brian Levine converted $30,000 of accrued compensation into 2,400,000 shares of common stock, valued at $43,200 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $13,200 was recognized.

On August 19, 2013, Steven Mann converted $30,000 of accrued compensation into 2,400,000 shares of common stock, valued at $43,200 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $13,200 was recognized.

During the year ended December 31, 2013, 55,600,000 shares were issued to various third party consultants for services performed for the Company.  These shares were valued at $1,050,980 based on the closing market price on the respective dates of grant.

ITEM 11.              DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED
 
The Company's Articles of Incorporation authorize the issuance of 300,000,000 shares of Common Stock.  Each record holder of Common Stock is entitled to one vote for each share held on all matters properly submitted to the stockholders for their vote.  Cumulative voting for the election of directors is not permitted by the Articles of Incorporation. Holders of outstanding shares of Common Stock are entitled to such dividends as may be declared from time to time by the Board of Directors out of legally available funds; and, in the event of liquidation, dissolution or winding up of the affairs of the Company, holders are entitled to receive, ratably, the net assets of the Company available to stockholders after distribution is made to the preferred stockholders, if any, who are given preferred rights upon liquidation.  Holders of  outstanding shares of Common Stock have no preemptive, conversion or redemptive rights.  All of the issued and outstanding shares of Common Stock are, and all unissued shares when offered and sold will be, duly authorized, validly issued, fully paid, and non-assessable.  To the extent that additional shares of the Company's Common Stock are issued, the relative interests of then existing stockholders may be
diluted.

ITEM 12.              INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
We indemnify to the fullest extent permitted by, and in the manner permissible under, the laws of the State of Maryland, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he/she is or was a director or officer of our Company, or served any other enterprise as director, officer or employee at our request. Our board of directors, in its discretion, shall have the power on behalf of the Company to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was our employee.
 
 
25

 
ITEM 13.               FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 
Financial Statements
 
For the Years Ended December 31, 2013 and 2012 and
for the Three Months Ended March 31, 2014 and 2013
 

F-2
F-3
F-4
F-5
F-6
F-7 -  F-18
   
F-19
F-20
F-21
F-22
F-23 - F-34

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors

Global Clean Energy, Inc.

We have audited the accompanying balance sheets of Global Clean Energy, Inc. (the “Company”) as of December 31, 2013 and 2012 and the related statements of operations, stockholders' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012 and the results of its operations and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred recurring operating losses and negative cash flows from operations and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ M&K CPAS, PLLC

M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
July 8, 2014
 
 
GLOBAL CLEAN ENERGY, INC.
BALANCE SHEETS
AS OF DECEMBER 31, 2013 and 2012
 
   
2013
   
2012
 
ASSETS
           
Current assets:
           
Cash
  $ 122     $ 1,161  
Total current assets
    122       1,161  
Total assets
  $ 122     $ 1,161  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
               
Current liabilities:
               
Accrued expense
  $ 2,217,335     $ 2,126,288  
Accounts payable
    226,764       266,347  
Promissory notes, currently in default
    42,071       167,995  
Promissory notes – related party
    14,024       -  
Promissory notes – related party, currently in default
    79,347       85,288  
Convertible debt (net of discount of $3,526 and $0, as of December 31, 2013 and 2012, respectively.
    265,051       21,324  
 Total liabilities
    2,844,592       2,667,242  
                 
Stockholders’ equity (deficit):
               
Preferred stock; $0.001 par value; authorized – 15,000,000 shares; issued - none
    -       -  
Common stock; $0.001 par value; authorized – 300,000,000 shares; issued and outstanding – 241,968,911 and 117,679,872 shares at December 31, 2013 and 2012, respectively
    241,969       117,680  
Additional paid-in capital
    7,499,523       4,898,979  
Accumulated other comprehensive income
    234,040       129,320  
Accumulated deficit
    (10,820,002 )     (7,812,060 )
Total stockholders’ equity (deficit)
    (2,844,470 )     (2,666,081 )
Total liabilities and stockholders’ equity (deficit)
  $ 122     $ 1,161  
 
See accompanying notes to financial statements.
 
 
GLOBAL CLEAN ENERGY, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
 
   
2013
   
2012
 
             
Operating expense:            
General and administrative expenses
  $ 2,022,254     $ 359,181  
Rent expense
    98,930       101,197  
Total operating expenses
    2,121,184       460,378  
                 
Operating loss
    2,121,184       460,378  
                 
Other (income) / expense:
               
Interest expense
    25,837       35,153  
Loss on conversion of accruals and debt to equity
    860,921       1,128,652  
Total other (income) / expense
    886,758       1,163,805  
                 
Net loss
  $ (3,007,942 )   $ (1,624,183 )
                 
Foreign currency translation adjustment
    104,720       (26,841 )
                 
Total comprehensive loss
  $ (2,903,222 )   $ (1,651,024 )
                 
Basic and diluted net loss per common share   $ (0.02 )   $ (0.02 )
                 
Weighted average number of common shares outstanding     175,799,497       88,330,823  
 
See accompanying notes to financial statements.
 
 
GLOBAL CLEAN ENERGY, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
 
   
Common Stock Shares
   
Common Stock Amount
   
Additional Paid-in Capital
   
Accumulated
Other Comprehensive Income
   
Accumulated Deficit
   
Total Stockholders’ Equity (Deficit)
 
Balances, December 31, 2011
    67,415,721     $ 67,416     $ 3,410,408     $ 156,161     $ (6,187,877 )   $ (2,553,892 )
Conversion of debt to common stock
    30,264,152       30,264       308,571       -       -       338,835  
Conversion of accruals to common stock
    20,000,000       20,000       1,180,000       -       -       1,200,000  
Foreign currency adjustment
    -       -       -       (26,841 )     -       (26,841 )
Net loss
    -       -       -       -       (1,624,183 )     (1,624,183 )
Balances, December 31, 2012
    117,679,873     $ 117,680     $ 4,898,979     $ 129,320     $ (7,812,060 )   $ (2,666,081 )
Conversion of debt to common stock
    16,339,038       16,339       458,610       -       -       474,949  
Conversion of accruals to common stock
    52,350,000       52,350       1,142,040       -       -       1,194,390  
Shares for services
    55,600,000       55,600       995,380       -       -       1,050,980  
Beneficial conversion feature
    -       -       4,514       -       -       4,514  
Foreign currency adjustment
    -       -       -       104,720       -       104,720  
Net loss
    -       -       -       -       (3,007,942 )     (3,007,942 )
Balances, December 31, 2013
    241,968,911     $ 241,969     $ 7,499,523     $ 234,040     $ (10,820,002 )   $ (2,844,470 )
 
See accompanying notes to financial statements.
 
 
F-5

 
GLOBAL CLEAN ENERGY, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
 
   
2013
   
2012
 
Cash flows from operating activities:
           
Net loss
  $ (3,007,942 )   $ (1,624,183 )
Adjustments to reconcile net loss to net cash provided  by (used in) operating activities:
               
Loss on conversion of debt and accruals to common stock
    860,921       1,128,652  
Amortization of beneficial conversion feature
    720       -  
Shares issued for services
    1,050,980       -  
Changes in operating assets and liabilities:
               
Accounts receivable
    -       -  
Accounts payable – related parties
    -       1,520  
Accounts payable
    (128,899 )     8,917  
Accrued expense
    833,066       513,060  
Net cash provided by (used in) operating activities
    (391,154 )     27,966  
                 
Cash flows from financing activities:
               
Borrowings on notes payable - third parties
    271,371       -  
Borrowings on notes payable - related parties
    14,024       -  
Net cash provided by (used in) financing activities
    285,395       -  
                 
Foreign currency adjustment
    104,720       (26,841 )
                 
Net increase (decrease) in cash
    (1,039 )     1,125  
Cash at beginning of year
    1,161       36  
Cash at end of year
  $ 122     $ 1,161  
                 
Supplemental disclosure of noncash investing and financing activities:
               
Conversion of accruals to common stock
  $ 588,794     $ 310,183  
Beneficial conversion feature
  $ 4,514     $ -  
Conversion of debt to common stock
  $ 219,623     $ 100,000  

See accompanying notes to financial statements.
 
 
F-6

 
GLOBAL CLEAN ENERGY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

Note 1 – Organization

Global Clean Energy, Inc. (“Global Clean Energy”, “GCE”, or the “Company”) was incorporated in Colorado on December 3, 1999.  Prior to July 2004, Global Clean Energy through its subsidiary, Panache, Inc. (“Panache”), operated as a women’s fashion apparel wholesaler in Colorado.  GCE was dormant from July 2004 through July 2006 when it began operating in furtherance of its current business plan. At this time, GCE was a non-trading, dormant, fully reporting, listed Corporation, the shares of which were purchased by Mr. Kenneth Adessky, the chief financial officer of the Company.

On August 16, 2006, Global Clean Energy elected new officers and directors and moved its offices to Boulder, Colorado for corporate and administrative purposes.

By stockholder approval, on November 13, 2007, GCE’s state of incorporation was changed from Colorado to Maryland and at the same time, GCE changed its name to Global Clean Energy, Inc. The Company has now moved its administrative offices to Houston, Texas.
 
With offices in Texas and Montreal, Global Clean Energy is a public company trading on the OTC: Pink Markets whose primary business is operating as a waste-to-energy alternative fuels company and is developing as well build-own-operate waste-to-energy conversion sites. Further, the Company is focusing on using available and developing technologies to convert waste into commercially viable energy, a process the Company refers to as Reforming Environmental Salvage into Clean Usable Energy (R.E.S.C.U.E). Global Clean Energy has kept its focus on organic waste recovery and has developed two complementary technologies to salvage and reform waste from a variety of sources to produce a variety of clean energy byproducts.

GCE is focused on the North American markets in implementing commercially proven technologies to convert and recover end-of-life plastic, tires, biomass, ASR auto shred, and PGM platinum group metals, GCE incorporates technologies that are presently being employed in Europe and Asia to permit faster growth, less risk and accelerated operations and investments. GCE is positioned as one of the most diverse feedstock integrators, differentiating itself from single source, singular platform traditional feedstock developers in the flourishing North America alternative fuel development market

Global Clean Energy plans to Build-Own-Operate (BOO) plants utilizing best available technologies worldwide; GCE is a leader in the Plastic and Tire Waste to Energy field with sites under contract in the Southeast and Midwestern US which will process 30-60 tons per day of each substrate. GCE is in the midst of finalizing agreements for the development of a Plasma Arch PGM, Platinum-Groups-Metals recovery site in the Southern US.

Going Concern

The Company’s financial statements have been prepared assuming that it will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, we have incurred continued losses, have a net working capital deficiency, and have an accumulated deficit of $10,820,002 as of December 31, 2013. These factors among others create a substantial doubt about our ability to continue as a going concern. The Company is dependent upon sufficient future revenues, additional sales of our securities or obtaining debt financing in order to meet our operating cash requirements. Barring the Company’s generation of revenues in excess of its costs and expenses or its obtaining additional funds from equity or debt financing, or receipt of significant licensing prepayments, the Company will not have sufficient cash to continue to fund the operations of the Company through July 31, 2014. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Although we are actively pursuing financing opportunities, we may not be able to raise cash on terms acceptable to us or at all. There can be no assurance that we will be successful in obtaining additional funding. Financings, if available, may be on terms that are dilutive to our shareholders, and the prices at which new investors would be willing to purchase our securities may be lower than the current price of our ordinary shares. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations in the short term.
 

Note 2 – Summary of Significant Accounting Policies

Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reporting amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods.  Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates.

Cash and Cash Equivalents

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. The Company had no cash equivalents at December 31, 2012 or December 31, 2013.

Fair Value of Financial Instruments

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 on January 1, 2011. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
 
The Company has various financial instruments that must be measured under the new fair value standard including: cash, accounts receivable, accounts payable, accrued expenses and debt. The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
 
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.
 
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
 
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
 
Cash, accounts receivable, accounts payable, accrued expenses and non-convertible debt reported on the balance sheet are estimated by management to approximate fair market value due to their short term nature.

The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2013 on a recurring basis:
 
                   
Total
 
                   
Realized
 
Description
 
Level 1
   
Level 2
 
Level 3
   
Loss
 
 Convertible debt
 
$
           -
   
$
               -
   
$
265,051
   
$
-
 
 Totals
 
$
           -
   
$
               -
   
$
265,051
   
$
-
 
 
 
F-8

 
The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2012 on a recurring basis:
 
                   
Total
 
                   
Realized
 
Description
 
Level 1
   
Level 2
 
Level 3
   
Loss
 
 Convertible debt
 
$
           -
   
$
               -
   
$
21,324
   
$
-
 
 Totals
 
$
           -
   
$
               -
   
$
21,324
   
$
-
 
 
Income Taxes
 
In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of the economic conditions, the Company has recorded a full valuation allowance against its deferred tax assets at December 31, 2013 and December 31, 2012 where it cannot conclude that it is more likely than not that those assets will be realized.
 
Revenue Recognition
 
The Company’s business is to recover and reform environmental salvage into clean usable energy. When a contract is signed to perform services the Company will develop a recovery plan which the customer reviews.  Once the final plan is accepted the Company will complete the order, according to the completed plan.  At the completion of each phase of the plan, an invoice is prepared itemizing the portions completed.  The invoice is entered into our accounting system and is recognized as revenue at that time. Our invoices are paid by the customer within 30 days of receipt.

As described above, in accordance with the requirements of ASC 605-10-599, the Company recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred; (3) the seller’s price is fixed or determinable (per the customer’s contract); and (4) collectability is reasonably assured.
 
Beneficial Conversion Features

From time to time, the Company may issue convertible notes that contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Stock-Based Compensation
 
Global Clean Energy accounts for stock-based compensation in accordance with ASC 718.  Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period.  The Company elected the modified-prospective method, under which prior periods are not revised for comparative purposes.  The valuation provisions of ASC 718 apply to new grants and to grants that were outstanding as of the effective date and subsequently modified.
 
During the years ended December 31, 2013 and 2012, there were no stock options granted or outstanding.
 
 
Comprehensive Income
 
ASC 220-10-45-10A establishes requirements for inclusion of foreign currency translation adjustments in the disclosure of comprehensive income (loss). During the years ended December 31, 2013 and 2012, the Company reported foreign currency translation adjustments of $104,720 and $(26,841), respectively, as part of other comprehensive income (loss), due to the Canadian dollar being the functional currency, but the American dollar being the reporting currency.
 
Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company is required to record all components of comprehensive income (loss) in the financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments and unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive income (loss).
 
Basic and Diluted Net Earnings (Loss) per Share

Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. There were no outstanding potential common stock equivalents for the periods presented. As such, basic and diluted loss per share resulted in the same figures for the years ended December 31, 2012 and 2013.
 
Recently Issued Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carry forwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

In February 2013, FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
 
·  
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

·  
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.
 
 
F-10

 
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 did not have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 did not have a material impact on our financial position or results of operations.

In October 2012, the FASB issued ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 did not have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 did not have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 did not have a material impact on our financial position or results of operations.

Note 3 – Accrued Expense
 
Accrued expense consists of the following at:
 
   
December 31, 2012
   
December 31, 2013
 
Accrued Consulting Fees
  $
1,426,853
   
$
1,504,634
 
Accrued Rent
   
594,289
     
651,672
 
Accrued Interest
   
105,146
     
61,029
 
    $
2,126,288
   
$
2,217,335
 
 
 
F-11

 
Note 4 – Borrowings

Promissory Notes – Related Party

On August 15, 2008, the Company obtained an $80,000 loan from Vision Capital Partners (a related party) due in one year, bearing interest at 7.5% per year.  Accrued interest at December 31, 2013 and 2012 was    $32,032 and $28,034, respectively. Currently in default.

On May 1, 2013, the Company obtained a $15,000 loan, in Canadian dollars, from Ken Adessky due in one year, bearing interest at 7.5% per year.  Accrued interest at December 31, 2013 was $701.
 
Promissory Notes – Third Party

On April 25, 2008, the Company obtained a $125,000 loan from Profit Consultants due in one year, bearing interest at 7.5% per year.  On October 22, 2012, Profit Consultants converted $55,287 of principal into 1,580,000 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $79,000 based on the closing market price on the date of grant, which exceeds the principal reduction by $23,713; this amount was recorded as a loss on conversion. On April 22, 2013, Profit Consultants converted $69,713 of principal and $48,851 of accrued interest into 9,750,000 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $292,500 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $173,936; this amount was recorded as a loss on conversion. Accrued interest at December 31, 2013 and 2012 was $0 and $44,922, respectively.

On July 10, 2008, the Company obtained a $145,000 loan from Clean Energy Funding, Inc. due in one year, bearing interest at 7.5% per year.  On July 15, 2012, Clean Energy Funding, Inc. converted $145,000 of principal and $48,643 of accrued interest into 27,663,283 shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $204,708 based on the closing market price on the date of grant, which exceeds the principal and accrued interest reduction by $11,065; this amount was recorded as a loss on conversion. Accrued interest at December 31, 2013 and 2012 was $0 and $0, respectively.

On October 1, 2008, the Company obtained a $45,000 loan, in Canadian dollars, from Howard Stupp due in one year, bearing interest at 7.5% per year.  Accrued interest at December 31, 2013 and 2012 was $16,579 and $14,428, respectively. Currently in default.

On May 15, 2009, the Company obtained a $30,000 loan, in Canadian dollars, from Sylvain McMahon due in one year, bearing interest at 7.5% per year. Also, on November 4, 2009, the Company obtained a 20,000 loan, in Canadian dollars, from Sylvain McMahon due in one year, bearing interest at 7.5% per year.   On March 4, 2013, Sylvain McMahon converted $50,000 of principal and $13,567 of accrued interest into 4,545,455 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $127,273 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $63,706; this amount was recorded as a loss on conversion. Accrued interest at December 31, 2013 and 2012 was $0 and $12,644, respectively.

Convertible Notes – Third Party

On September 15, 2009, the Company obtained a $25,000 loan, in Canadian dollars, from Mario Nadeau due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average bid price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. On September 15, 2012, the $25,000 of principal and $5,700 of accrued interest were converted into 510,434 common shares valued at $27,638 based on the closing market price on the date of grant.  As the shares were not converted in accordance with the agreement, the resulting gain on conversion of $3,062 was recorded as a gain on conversion.
 

The Company evaluated the note to Mario Nadeau and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient issuable shares in order to convert the full value of the note. The beneficial conversion feature discount due to the conversion price of $0.079 being below the closing market price on September 15, 2009 of $0.09 by $0.011 provided a beneficial discount value of $2,954. During the year ended December 31, 2012, no amortization was booked. Accrued interest at December 31, 2012 was $0.

On October 14, 2009, the Company obtained a $16,220 loan, in Canadian dollars, from Eastveld Realties due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average bid price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. On May 9, 2013, Eastveld Realties converted $16,220 of principal and $4,055 of accrued interest into 1,562,084 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $42,176 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $19,574; this amount was recorded as a loss on conversion. Accrued interest at December 31, 2013 and 2012 was $0 and $3,576, respectively.

The Company evaluated the note to Eastveld Realties and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient issuable shares in order to convert the full value of the note. There was no beneficial conversion feature discount noted as the conversion price was higher than the market price on the date of issuance.

On October 14, 2009, the Company obtained a $5,000 loan, in Canadian dollars, from Jay Kar Financial due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average bid price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. On May 9, 2013, Jay Kar Financial converted $5,000 of principal and $1,250 of accrued interest into 481,500 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $13,001 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $6,033; this amount was recorded as a loss on conversion. Accrued interest at December 31, 2013 and 2012 was $0 and $1,103, respectively.

The Company evaluated the note to Jay Kar Financial and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient issuable shares in order to convert the full value of the note. There was no beneficial conversion feature discount noted as the conversion price was higher than the market price on the date of issuance.

On October 16, 2009, the Company obtained a $25,000 loan, in Canadian dollars, from Mario Nadeau due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average bid price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. On September 15, 2012, the $25,000 of principal and $5,701 of accrued interest were converted into 510,434 common shares valued at $27,638 based on the closing market price on the date of grant.  As the shares were not converted in accordance with the agreement, the resulting gain on conversion of $3,063 was recorded as a gain on conversion.

The Company evaluated the note to Mario Nadeau and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient issuable shares in order to convert the full value of the note. There was no beneficial conversion feature discount noted as the conversion price was higher than the market price on the date of issuance. Accrued interest at December 31, 2012 was $0.

On January 21, 2013, the Company obtained a $50,000 loan, from 7068778 Canada due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. Accrued interest at December 31, 2013 was $3,308.

The Company evaluated the note to 7068778 Canada and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient issuable shares in order to convert the full value of the note. There was no beneficial conversion feature discount noted as the conversion price was higher than the market price on the date of issuance.
 

On April 1, 2013, the Company obtained a $75,000 loan, from 7068778 Canada due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. Accrued interest at December 31, 2013 was $3,944.

The Company evaluated the note to 7068778 Canada and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient issuable shares in order to convert the full value of the note. There was no beneficial conversion feature discount noted as the conversion price was higher than the market price on the date of issuance.

On July 11, 2013, the Company obtained a $100,000 loan, from 7068778 Canada due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. Accrued interest at December 31, 2013 was $3,298.

The Company evaluated the note to 7068778 Canada and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient issuable shares in order to convert the full value of the note. There was no beneficial conversion feature discount noted as the conversion price was higher than the market price on the date of issuance.

On November 1, 2013, the Company obtained a $100,000 loan, from 7068778 Canada due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. Accrued interest at December 31, 2013 was $1,168.

The Company evaluated the note to 7068778 Canada and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient issuable shares in order to convert the full value of the note. There was a beneficial conversion feature valued at $4,514 based on the additional shares that would be issued per the conversion amount on the date of issuance. During the year ended December 31, 2013, $720 of this discount was amortized into interest expense leaving a remaining balance of $3,794 at December 31, 2013.

Note 5 – Stockholders’ Equity

Common Stock

Global Clean Energy is authorized to issue 300,000,000 shares of $0.001 par value common stock.  The Company has 241,968,911 shares of common stock issued and outstanding at December 31, 2013.  Dividends may be paid on the outstanding shares as declared by our board of directors.  Each share of common stock is entitled to one vote.

On July 15, 2012, Clean Energy Funding, Inc. converted $145,000 of principal and $48,643 of accrued interest into 27,663,283 shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $204,708 based on the closing market price on the date of grant, which exceeds the principal and accrued interest reduction by $11,065; this amount was recorded as a loss on conversion.

On August 15, 2012, Ken Adessky (a related party) converted $50,000 of accrued compensation into 10,000,000 shares of common stock, valued at $600,000 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $550,000 was recognized.

On August 15, 2012, Earl Azimov (a related party) converted $50,000 of accrued compensation into 10,000,000 shares of common stock, valued at $600,000 based on the market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $550,000 was recognized.
 

On September 15, 2012, Mario Nadeau converted both $25,000 loans, totaling $50,000 of principal, and $11,252 of accrued interest were converted into 1,020,869 common shares valued at $55,127 based on the closing market price on the date of grant.  As the shares were not converted in accordance with the agreement, the resulting gain on conversion of $6,125 was recorded as a gain on conversion.

On October 22, 2012, Profit Consultants converted $55,287 of principal into 1,580,000 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $79,000 based on the closing market price on the date of conversion, which exceeds the principal reduction by $23,713; this amount was recorded as a loss on conversion.

On March 4, 2013, Sylvain McMahon converted $50,000 of principal and $13,567 of accrued interest into 4,545,455 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $127,273 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $63,706; this amount was recorded as a loss on conversion.

On April 22, 2013, Profit Consultants converted $69,713 of principal and $48,851 of accrued interest into 9,750,000 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $292,500 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $173,936; this amount was recorded as a loss on conversion.

On May 9, 2013, Jay Kar Financial converted $5,000 of principal and $1,250 of accrued interest into 481,500 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $13,001 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $6,033; this amount was recorded as a loss on conversion.

On May 9, 2013, Eastveld Realties converted $16,220 of principal and $4,055 of accrued interest into 1,562,084 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $42,176 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $19,574; this amount was recorded as a loss on conversion.

On February 12, 2013, Ken Adessky (a related party) converted $50,000 of accrued compensation into 9,600,000 shares of common stock, valued at $270,720 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $150,720 was recognized.

On February 12, 2013, Earl Azimov (a related party) converted $50,000 of accrued compensation into 9,600,000 shares of common stock, valued at $270,720 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $150,720 was recognized.

On June 10, 2013, Ken Adessky (a related party), Earl Azimov (a related party) and Randy Renken converted $50,000 of accrued compensation each into 6,250,000 shares of common stock each, the total of the three grants was valued at $393,750 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $243,750 was recognized.

On August 19, 2013, Ken Adessky (a related party) converted $60,000 of accrued compensation into 4,800,000 shares of common stock, valued at $86,400 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $26,400 was recognized.

On August 19, 2013, Earl Azimov (a related party) converted $60,000 of accrued compensation into 4,800,000 shares of common stock, valued at $86,400 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $26,400 was recognized.
 

On August 19, 2013, Brian Levine converted $30,000 of accrued compensation into 2,400,000 shares of common stock, valued at $43,200 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $13,200 was recognized.

On August 19, 2013, Steven Mann converted $30,000 of accrued compensation into 2,400,000 shares of common stock, valued at $43,200 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $13,200 was recognized.

During the year ended December 31, 2013, 55,600,000 shares were issued to various third party consultants for services performed for the Company.  These shares were valued at $1,050,980 based on the closing market price on the respective dates of grant.
 
Preferred Stock
 
Global Clean Energy is authorized to issue 15,000,000 shares of $0.001 par value preferred stock.  No shares of preferred stock have been issued or are outstanding.  Dividends, voting rights and other terms, rights and preferences of the preferred shares have not been designated but may be designated by our board of directors from time to time.
 
Employee Stock Compensation Plans
 
Global Clean Energy has adopted the 2007 Incentive Plan (the “2007 Plan”) for its employees, officers, directors and consultants.  We have reserved a maximum of 5,000,000 shares of common stock to be issued under the 2007 Plan.  As of December 31, 2013 and 2012 no shares were issued for services rendered leaving a balance of 5,000,000 available for issuance under the 2007 Plan.

Note 6 – Income Taxes
 
The Company accounts for income taxes using ASC Topic 740, Income Taxes. Under ASC Topic 740, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
ASC Topic 740 includes accounting guidance which clarifies the accounting for the uncertainty in recognizing income taxes in an organization by providing detailed guidance for financial statement recognition, measurement and disclosure involving uncertain tax positions. This guidance requires an uncertain tax position to meet a more-likely-than-not recognition threshold at the effective date to be recognized both upon the adoption of the related guidance and in subsequent periods.
  
No provision for federal income taxes has been recorded due to the fact that the net operating loss carry forwards will be offset against future taxable income.  The available net operating loss carry forwards will expire in various years 2020 through 2032.  No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carry forwards will expire unused.
 
Deferred tax asset and the valuation account are as follows:
 
   
12/31/12
   
12/31/13
 
Deferred tax asset:
           
Net tax loss carry-forward
  $ 4,995,874     $ 6,091,915  
Statutory rate
    34 %     34 %
Expected tax recovery
    1,698,597       2,071,251  
Valuation allowances
    (1,698,597 )     (2,071,251 )
Total
  $ -     $ -  
 
 
F-16

 
The components of income tax expense are as follows:
 
Change in NOL benefit
  $ 1,698,597     $ 2,071,251  
Change in valuation allowances
    (1,698,597 )     (2,071,251 )
    $ -     $ -  
 
The Company has no uncertain tax positions at December 31, 2012 or 2013.

Note 7 – Commitments and Contingencies

Litigation 
 
We are not a party to or otherwise involved in any legal proceedings.
 
In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions.  The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations.  However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.
  
Operating Lease 
 
The Company has signed a lease commitment with a consultant on a month-to-month basis, for office space payable monthly at a rate of $3,500. The amount of rent payable on the lease was $300,131 and $278,884 as of December 31, 2013 and 2012, respectively. 

The Company has signed a lease commitment with Ken Adessky (a related party), on a month-to-month basis, for office space payable monthly at a rate of $5,000; the amount of rent payable on the lease was $351,540 and $315,405  as of December 31, 2013 and 2012, respectively.

Consulting Agreements

On January 2, 2013, the Company agreed to engage Kenneth Adessky, Earl Azimov and Randy Renken as consultants earning the monthly amounts of $18,000, $18,000 and $10,000, respectively, for their services rendered each month until further changed or repealed.  In addition, two new consultants were engaged by the Company on the same date: Brian Levine and Steven Mann, at monthly rates of $10,000 and $10,000, respectively.

Note 8 – Related Party Transactions

Promissory Notes – Related Party

On August 15, 2008, the Company obtained an $80,000 loan from Vision Capital Partners (a related party) due in one year, bearing interest at 7.5% per year.  Accrued interest at December 31, 2013 and 2012 was    $32,032 and $28,034, respectively. Currently in default.

On May 1, 2013, the Company obtained a $15,000 loan, in Canadian dollars, from Ken Adessky (a related party) due in one year, bearing interest at 7.5% per year.  Accrued interest at December 31, 2013 was $701.

Rent Payable

The Company has signed a lease commitment with Ken Adessky (a related party), on a month-to-month basis, for office space payable monthly at a rate of $5,000; the amount of rent payable on the lease was $351,540 and $315,405  as of December 31, 2013 and 2012, respectively.
 
 
Common Stock

On August 15, 2012, Ken Adessky (a related party) converted $50,000 of accrued compensation into 10,000,000 shares of common stock, valued at $600,000 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $550,000 was recognized.

On August 15, 2012, Earl Azimov (a related party) converted $50,000 of accrued compensation into 10,000,000 shares of common stock, valued at $600,000 based on the market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $550,000 was recognized.

On February 12, 2013, Ken Adessky (a related party) converted $50,000 of accrued compensation into 9,600,000 shares of common stock, valued at $270,720 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $150,720 was recognized.

On February 12, 2013, Earl Azimov (a related party) converted $50,000 of accrued compensation into 9,600,000 shares of common stock, valued at $270,720 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $150,720 was recognized.

On June 10, 2013, Ken Adessky and Earl Azimov converted $50,000 of accrued compensation each into 6,250,000 shares of common stock each, the total of the two grants was valued at $262,500 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $162,500 was recognized.

On August 19, 2013, Ken Adessky (a related party) converted $60,000 of accrued compensation into 4,800,000 shares of common stock, valued at $86,400 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $26,400 was recognized.

On August 19, 2013, Earl Azimov (a related party) converted $60,000 of accrued compensation into 4,800,000 shares of common stock, valued at $86,400 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $26,400 was recognized.

Consulting Agreements

On January 2, 2013, the Company agreed to engage Kenneth Adessky and Earl Azimov as consultants earning the monthly amounts of $18,000 and $18,000, respectively for their services rendered each month until further changed or repealed.

Note 9 – Subsequent Events

In January 2014, the Company obtained a $100,000 loan, due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average bid price of the 5 days prior to the conversion notice, or $0.01, whichever is greater.

In April 2014, the Company issued 3,400,000 shares of common stock for consulting services.

In April 2014, the Company converted a note of $60,000 into 4,000,000 shares of common stock.


GLOBAL CLEAN ENERGY, INC.
BALANCE SHEETS
AS OF MARCH 31, 2014 and DECEMBER 31, 2013
(UNAUDITED)
 
   
3/31/2014
   
12/31/2013
 
ASSETS
           
Current assets:
           
Cash
  $ 4,589     $ 122  
Total current assets
    4,589       122  
Total assets
  $ 4,589     $ 122  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
               
Current liabilities:
               
Accrued expense
  $ 2,377,513     $ 2,217,335  
Accounts payable
    180,882       226,764  
Accounts payable – related party
    32,208       -  
Promissory notes, currently in default
    40,676       42,071  
Promissory notes – related party
    13,559       14,024  
Promissory notes – related party, currently in default
    76,716       79,347  
Convertible debt (net of discounts of $2,806 and $3,526 as of March 31, 2014 and December 31, 2013, respectively)
    311,990       265,051  
 Total liabilities
    3,033,544       2,844,592  
                 
Stockholders’ equity (deficit):
               
Preferred stock; $0.001 par value; authorized – 15,000,000 shares; issued - none
    -       -  
Common stock; $0.001 par value; authorized – 300,000,000 shares; issued and outstanding – 245,968,911 and 241,968,911 shares at March 31, 2014 and December 31, 2013, respectively
    245,969       241,969  
Additional paid-in capital
    7,567,388       7,499,523  
Accumulated other comprehensive income
    510,838       234,040  
Accumulated deficit
    (11,353,150 )     (10,820,002 )
Total stockholders’ equity (deficit)
    (3,028,955 )     (2,844,470 )
Total liabilities and stockholders’ equity (deficit)
  $ 4,589     $ 122  
 
See accompanying notes to financial statements.
 

GLOBAL CLEAN ENERGY, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(UNAUDITED)
 
   
3/31/2014
   
3/31/2013
 
             
Operating expense:            
General and administrative expenses
  $ 469,990     $ 285,257  
Rent expense
    23,506       25,337  
Total operating expenses
    493,496       310,594  
                 
Operating loss
    493,496       310,594  
                 
Other (income) / expense:
               
Interest expense
    7,787       5,515  
Loss on conversion of debt and accruals to equity
    31,865       365,146  
Total other (income) / expense
    39,652       370,661  
                 
Net loss
  $ (533,148 )   $ (681,255 )
                 
Foreign currency translation adjustment
    276,798       40,646  
                 
Total comprehensive loss
  $ (256,350 )   $ (640,609 )
                 
Basic and diluted net loss per common share   $ (0.00 )   $ (0.01 )
                 
Weighted average number of common shares outstanding     243,613,355       133,575,731  
 
See accompanying notes to financial statements.
 

 GLOBAL CLEAN ENERGY, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FROM DECEMBER 31, 2012 THROUGH MARCH 31, 2014
(UNAUDITED)
 
   
Common Stock Shares
   
Common Stock Amount
   
Additional Paid-in Capital
   
Accumulated
Other Comprehensive Income
   
Accumulated Deficit
   
Total Stockholders’ Equity (Deficit)
 
Balances, December 31, 2012
    117,679,873     $ 117,680     $ 4,898,979     $ 129,320     $ (7,812,060 )   $ (2,666,081 )
Conversion of debt to common stock
    16,339,038       16,339       458,610       -       -       474,949  
Conversion of accruals to common stock
    52,350,000       52,350       1,142,040       -       -       1,194,390  
Shares for services
    55,600,000       55,600       995,380       -       -       1,050,980  
Beneficial conversion feature
    -       -       4,514       -       -       4,514  
Foreign currency adjustment
    -       -       -       104,720       -       104,720  
Net loss
    -       -       -       -       (3,007,942 )     (3,007,942 )
Balances, December 31, 2013
    241,968,911     $ 241,969     $ 7,499,523     $ 234,040     $ (10,820,002 )   $ (2,844,470 )
Conversion of debt to common stock
    4,000,000       4,000       67,865       -       -       71,865  
Foreign currency adjustment
    -       -       -       276,798       -       276,798  
Net loss
    -       -       -       -       (533,148 )     (533,148 )
Balances, March 31, 2014
    245,968,911     $ 245,969     $ 7,567,388     $ 510,838     $ (11,353,150 )   $ (3,028,955 )
 
See accompanying notes to financial statements.
 
 
F-21

 
GLOBAL CLEAN ENERGY , INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(UNAUDITED)
 
   
3/31/2014
   
3/31/2013
 
Cash flows from operating activities:
           
Net loss
  $ (533,148 )   $ (681,255 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Loss on conversion of debt and accruals to equity
    31,865       365,146  
Amortization of beneficial conversion feature
    1,113       -  
Shares issued for services
    -       146,210  
Changes in operating assets and liabilities:
               
Accounts payable – related parties
    32,208       -  
Accounts payable
    (128,640 )     (45,935 )
Accrued expenses
    224,628       125,125  
Accrued interest
    9,253       -  
Net cash used in operating activities
    (362,721 )     (90,709 )
                 
Cash flows from financing activities:
               
Borrowings on notes payable - third parties
    90,390       49,115  
Net cash provided by financing activities
    90,390       49,115  
                 
Foreign currency adjustment
    276,798       40,646  
                 
Net increase (decrease) in cash
    4,467       (948 )
Cash at beginning of period
    122       1,161  
Cash at end of period
  $ 4,589     $ 213  
                 
Supplemental disclosure of noncash investing and financing activities:
               
Conversion of accruals to common stock
  $ -     $ 240,000  
Conversion of debt to common stock
  $ 69,373     $ 63,567  

See accompanying notes to financial statements.
 
 
F-22

 
GLOBAL CLEAN ENERGY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(UNAUDITED)

Note 1 – Organization

Global Clean Energy, Inc. (“Global Clean Energy”, “GCE”, or the “Company”) was incorporated in Colorado on December 3, 1999.  Prior to July 2004, Global Clean Energy through its subsidiary, Panache, Inc. (“Panache”), operated as a women’s fashion apparel wholesaler in Colorado.  GCE was dormant from July 2004 through July 2006 when it began operating in furtherance of its current business plan. At this time, GCE was a non-trading, dormant, fully reporting, listed Corporation, the shares of which were purchased by Mr. Kenneth Adessky, the chief financial officer of the Company.

On August 16, 2006, Global Clean Energy elected new officers and directors and moved its offices to Boulder, Colorado for corporate and administrative purposes.

By stockholder approval, on November 13, 2007, GCE’s state of incorporation was changed from Colorado to Maryland and at the same time, GCE changed its name to Global Clean Energy, Inc. The Company has now moved its administrative offices to Houston, Texas.
 
With offices in Texas and Montreal, Global Clean Energy is a public company trading on the OTC: Pink Markets whose primary business is operating as a waste-to-energy alternative fuels company and is developing as well build-own-operate waste-to-energy conversion sites. Further, the Company is focusing on using available and developing technologies to convert waste into commercially viable energy, a process the Company refers to as Reforming Environmental Salvage into Clean Usable Energy (R.E.S.C.U.E). Global Clean Energy has kept its focus on organic waste recovery and has developed two complementary technologies to salvage and reform waste from a variety of sources to produce a variety of clean energy byproducts.

GCE is focused on the North American markets in implementing commercially proven technologies to convert and recover end-of-life plastic, tires, biomass, ASR auto shred, and PGM platinum group metals, GCE incorporates technologies that are presently being employed in Europe and Asia to permit faster growth, less risk and accelerated operations and investments. GCE is positioned as one of the most diverse feedstock integrators, differentiating itself from single source, singular platform traditional feedstock developers in the flourishing North America alternative fuel development market

Global Clean Energy plans to Build-Own-Operate (BOO) plants utilizing best available technologies worldwide; GCE is a leader in the Plastic and Tire Waste to Energy field with sites under contract in the Southeast and Midwestern US which will process 30-60 tons per day of each substrate. GCE is in the midst of finalizing agreements for the development of a Plasma Arch PGM, Platinum-Groups-Metals recovery site in the Southern US.

Going Concern

The Company’s financial statements have been prepared assuming that it will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, we have incurred continued losses, have a net working capital deficiency, and have an accumulated deficit of $11,353,150 as of March 31, 2014. These factors among others create a substantial doubt about our ability to continue as a going concern. The Company is dependent upon sufficient future revenues, additional sales of our securities or obtaining debt financing in order to meet our operating cash requirements. Barring the Company’s generation of revenues in excess of its costs and expenses or its obtaining additional funds from equity or debt financing, or receipt of significant licensing prepayments, the Company will not have sufficient cash to continue to fund the operations of the Company. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Although we are actively pursuing financing opportunities, we may not be able to raise cash on terms acceptable to us or at all. There can be no assurance that we will be successful in obtaining additional funding. Financings, if available, may be on terms that are dilutive to our shareholders, and the prices at which new investors would be willing to purchase our securities may be lower than the current price of our ordinary shares. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations in the short term.
 

Note 2 – Summary of Significant Accounting Policies

Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reporting amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods.  Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ materially from these estimates.

Cash and Cash Equivalents

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. The Company had no cash equivalents at March 31, 2014 or December 31, 2013.

Fair Value of Financial Instruments

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 on January 1, 2011. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
 
The Company has various financial instruments that must be measured under the new fair value standard including: cash, accounts receivable, accounts payable, accrued expenses and debt. The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
 
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.
 
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
 
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
 
Cash, accounts receivable, accounts payable, accrued expenses and debt reported on the balance sheet are estimated by management to approximate fair market value due to their short term nature.
 

The following table presents assets and liabilities that were measured and recognized at fair value as of March 31, 2014 on a recurring basis:
 
                   
Total
 
                   
Realized
 
Description
 
Level 1
   
Level 2
 
Level 3
   
Loss
 
 Convertible Debt
 
$
           -
   
$
               -
   
$
311,990
   
$
-
 
 Totals
 
$
           -
   
$
               -
   
$
311,990
   
$
-
 
 
The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2013 on a recurring basis:
 
                   
Total
 
                   
Realized
 
Description
 
Level 1
   
Level 2
 
Level 3
   
Loss
 
 Convertible Debt
 
$
           -
   
$
               -
   
$
265,051
   
$
-
 
 Totals
 
$
           -
   
$
               -
   
$
265,051
   
$
-
 
 
Income Taxes
 
In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of the economic conditions, the Company has recorded a full valuation allowance against its deferred tax assets at March 31, 2014 and December 31, 2013 where it cannot conclude that it is more likely than not that those assets will be realized.
 
Revenue Recognition
 
The Company’s business is to recover and reform environmental salvage into clean usable energy. When a contract is signed to perform services the Company will develop a recovery plan which the customer reviews.  Once the final plan is accepted the Company will complete the order, according to the completed plan.  At the completion of each phase of the plan, an invoice is prepared itemizing the portions completed.  The invoice is entered into our accounting system and is recognized as revenue at that time. Our invoices are paid by the customer within 30 days of receipt.

As described above, in accordance with the requirements of ASC 605-10-599, the Company recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred; (3) the seller’s price is fixed or determinable (per the customer’s contract); and (4) collectability is reasonably assured.
 
Beneficial Conversion Features

From time to time, the Company may issue convertible notes that contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.
 

Stock-Based Compensation
 
Global Clean Energy accounts for stock-based compensation in accordance with ASC 718.  Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period.  The Company elected the modified-prospective method, under which prior periods are not revised for comparative purposes.  The valuation provisions of ASC 718 apply to new grants and to grants that were outstanding as of the effective date and subsequently modified.
 
During the three month periods ended March 31, 2014 and 2013, there were no stock options granted or outstanding.
 
Comprehensive Income
 
ASC 220-10-45-10A establishes requirements for inclusion of foreign currency translation adjustments in the disclosure of comprehensive income (loss). During the periods ended March 31, 2014 and 2013, the Company reported foreign currency translation adjustments of $276,798 and $40,646, respectively, as part of other comprehensive income (loss), due to the Canadian dollar being the functional currency, but the American dollar being the reporting currency.
 
Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company is required to record all components of comprehensive income (loss) in the financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments and unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive income (loss).
 
Basic and Diluted Net Earnings (Loss) per Share

Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. There were no outstanding potential common stock equivalents for the periods presented. As such, basic and diluted loss per share resulted in the same figures for the periods ended March 31, 2014 and 2013.
 
Recently Issued Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.
 
 
F-26


In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

In February 2013, FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
 
·  
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

·  
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.
 
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 did not have a material impact on our financial position or results of operations.
 
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 did not have a material impact on our financial position or results of operations.

Note 3 – Accrued Expenses
 
Accrued expense consists of the following at:
 
   
March 31, 2014
   
December 31, 2013
 
Accrued Consulting Fees
  $
1,653,741
   
$
1,504,634
 
Accrued Rent
   
655,692
     
651,672
 
Accrued Interest
   
68,080
     
61,029
 
    $
2,377,513
   
$
2,217,335
 
 
 
F-27

 
Note 4 – Borrowings

Promissory Notes – Related Party

On August 15, 2008, the Company obtained an $80,000 loan from Vision Capital Partners (a related party) due in one year, bearing interest at 7.5% per year.  Accrued interest at March 31, 2014 and December 31, 2013 was $32,408 and $32,032, respectively. Currently in default.

On May 1, 2013, the Company obtained a $15,000 loan, in Canadian dollars, from Ken Adessky due in one year, bearing interest at 7.5% per year.  Accrued interest at March 31, 2014 and December 31, 2013 was $932 and $701, respectively.

Promissory Notes – Third Party

On October 1, 2008, the Company obtained a $45,000 loan, in Canadian dollars, from Howard Stupp due in one year, bearing interest at 7.5% per year.  Accrued interest at March 31, 2014 and December 31, 2013 was $16,791 and $16,579, respectively. Currently in default.

On May 15, 2009, the Company obtained a $30,000 loan, in Canadian dollars, from Sylvain McMahon due in one year, bearing interest at 7.5% per year. Also, on November 4, 2009, the Company obtained a 20,000 loan, in Canadian dollars, from Sylvain McMahon due in one year, bearing interest at 7.5% per year.   On March 4, 2013, Sylvain McMahon converted $50,000 of principal and $13,567 of accrued interest into 4,545,455 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $127,273 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $63,706; this amount was recorded as a loss on conversion. Accrued interest at March 31, 2014 and December 31, 2013 was $0 and $0, respectively.

Convertible Notes – Third Party

On October 14, 2009, the Company obtained a $16,220 loan, in Canadian dollars, from Eastveld Realties due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average bid price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. On May 9, 2013, Eastveld Realties converted $16,220 of principal and $4,055 of accrued interest into 1,562,084 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $42,176 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $19,574; this amount was recorded as a loss on conversion. Accrued interest at March 31, 2014 and December 31, 2013 was $0 and $0, respectively.

The Company evaluated the note to Eastveld Realties and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient issuable shares in order to convert the full value of the note. There was no beneficial conversion feature discount noted as the conversion price was higher than the market price on the date of issuance.

On October 14, 2009, the Company obtained a $5,000 loan, in Canadian dollars, from Jay Kar Financial due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average bid price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. On May 9, 2013, Jay Kar Financial converted $5,000 of principal and $1,250 of accrued interest into 481,500 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $13,001 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $6,033; this amount was recorded as a loss on conversion. Accrued interest at March 31, 2014 and December 31, 2013 was $0 and $0, respectively.
 

The Company evaluated the note to Jay Kar Financial and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient issuable shares in order to convert the full value of the note. There was no beneficial conversion feature discount noted as the conversion price was higher than the market price on the date of issuance.

On January 21, 2013, the Company obtained a $50,000 loan, from 7068778 Canada due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. On February 22, 2014, $40,000 of principal was converted into 4,000,000 shares of the Company’s shares valued at $71,865.  As the note was not converted within the terms of the agreement, the additional fair value exceeding the principal converted was recorded as a loss on conversion leaving a remaining balance of $10,000 at March 31, 2014. Accrued interest at March 31, 2014 and December 31, 2013 was $3,707 and $3,308, respectively.

The Company evaluated the note to 7068778 Canada and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient issuable shares in order to convert the full value of the note. There was no beneficial conversion feature discount noted as the conversion price was higher than the market price on the date of issuance.

On April 1, 2013, the Company obtained a $75,000 loan, from 7068778 Canada due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. Accrued interest at March 31, 2014 and December 31, 2013 was $5,084 and $3,944, respectively.

The Company evaluated the note to 7068778 Canada and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient issuable shares in order to convert the full value of the note. There was no beneficial conversion feature discount noted as the conversion price was higher than the market price on the date of issuance.

On July 11, 2013, the Company obtained a $100,000 loan, from 7068778 Canada due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. Accrued interest at March 31, 2014 and December 31, 2013 was $4,884 and $3,298, respectively.

The Company evaluated the note to 7068778 Canada and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient issuable shares in order to convert the full value of the note. There was no beneficial conversion feature discount noted as the conversion price was higher than the market price on the date of issuance.

On November 1, 2013, the Company obtained a $100,000 loan, from 7068778 Canada due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. Accrued interest at March 31, 2014 and December 31, 2013 was $2,825 and $1,168, respectively.

The Company evaluated the note to 7068778 Canada and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient issuable shares in order to convert the full value of the note. There was a beneficial conversion feature valued at $4,514 based on the additional shares that would be issued per the conversion amount on the date of issuance. During the three months ended March 31, 2014, $1,113 of this discount was amortized into interest expense leaving remaining balances of $2,681 and $3,794 at March 31, 2014 and December 31, 2013, respectively.
 

On January 12, 2014, the Company obtained a $100,000 loan, from 7068778 Canada due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. Accrued interest at March 31, 2014 was $1,449.

The Company evaluated the note to 7068778 Canada and determined that the shares issuable pursuant to the conversion option were determinate due to the fixed conversion price and, as such, does not constitute a derivative liability as the Company has sufficient issuable shares in order to convert the full value of the note. There was no beneficial conversion feature discount noted as the conversion price was higher than the market price on the date of issuance.

Note 5 – Stockholders’ Equity

Common Stock

Global Clean Energy is authorized to issue 300,000,000 shares of $0.001 par value common stock.  The Company has 241,968,911 shares of common stock issued and outstanding at December 31, 2013.  Dividends may be paid on the outstanding shares as declared by our board of directors.  Each share of common stock is entitled to one vote.

On March 4, 2013, Sylvain McMahon converted $50,000 of principal and $13,567 of accrued interest into 4,545,455 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $127,273 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $63,706; this amount was recorded as a loss on conversion.

On April 22, 2013, Profit Consultants converted $69,713 of principal and $48,851 of accrued interest into 9,750,000 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $292,500 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $173,936; this amount was recorded as a loss on conversion.

On May 9, 2013, Jay Kar Financial converted $5,000 of principal and $1,250 of accrued interest into 481,500 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $13,001 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $6,033; this amount was recorded as a loss on conversion.

On May 9, 2013, Eastveld Realties converted $16,220 of principal and $4,055 of accrued interest into 1,562,084 in shares.  As the shares were not converted in accordance with the agreement, the fair value of shares on the date of conversion was $42,176 based on the closing market price on the date of grant, which exceeds the principal and accrued interest amounts by $19,574; this amount was recorded as a loss on conversion.

On February 12, 2013, Ken Adessky (a related party) converted $50,000 of accrued compensation into 9,600,000 shares of common stock, valued at $270,720 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $150,720 was recognized.

On February 12, 2013, Earl Azimov (a related party) converted $50,000 of accrued compensation into 9,600,000 shares of common stock, valued at $270,720 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $150,720 was recognized.

On June 10, 2013, Ken Adessky (a related party), Earl Azimov (a related party) and Randy Renken converted $50,000 of accrued compensation each into 6,250,000 shares of common stock each, the total of the three grants was valued at $393,750 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $243,750 was recognized.
 

On August 19, 2013, Ken Adessky (a related party) converted $60,000 of accrued compensation into 4,800,000 shares of common stock, valued at $86,400 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $26,400 was recognized.

On August 19, 2013, Earl Azimov (a related party) converted $60,000 of accrued compensation into 4,800,000 shares of common stock, valued at $86,400 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $26,400 was recognized.

On August 19, 2013, Brian Levine converted $30,000 of accrued compensation into 2,400,000 shares of common stock, valued at $43,200 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $13,200 was recognized.

On August 19, 2013, Steven Mann converted $30,000 of accrued compensation into 2,400,000 shares of common stock, valued at $43,200 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $13,200 was recognized.

During the year ended December 31, 2013, 55,600,000 shares were issued to various third party consultants for services performed for the Company.  These shares were valued at a total of $1,050,980 based on the closing market price on the date of grant.

On January 21, 2013, the Company obtained a $50,000 loan, from 7068778 Canada due in one year, bearing interest at 7.5% per year.  This note is convertible into shares based upon the average price of the 5 days prior to the conversion notice, or $0.01, whichever is greater. On February 22, 2014, $40,000 of principal was converted into 4,000,000 shares of the Company’s shares valued at $71,865.  As the note was not converted within the terms of the agreement, the additional fair value exceeding the principal converted was recorded as a loss on conversion leaving a remaining balance of $10,000 at March 31, 2014.

Preferred Stock
 
Global Clean Energy is authorized to issue 15,000,000 shares of $0.001 par value preferred stock.  No shares of preferred stock have been issued or are outstanding.  Dividends, voting rights and other terms, rights and preferences of the preferred shares have not been designated but may be designated by our board of directors from time to time.
 
Employee Stock Compensation Plans
 
Global Clean Energy has adopted the 2007 Incentive Plan (the “2007 Plan”) for its employees, officers, directors and consultants.  We have reserved a maximum of 5,000,000 shares of common stock to be issued under the 2007 Plan.  As of March 31, 2014 and December 31, 2013 no shares were issued for services rendered leaving a balance of 5,000,000 available for issuance under the 2007 Plan.

Note 6 – Income Taxes
 
The Company accounts for income taxes using ASC Topic 740, Income Taxes. Under ASC Topic 740, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
 
ASC Topic 740 includes accounting guidance which clarifies the accounting for the uncertainty in recognizing income taxes in an organization by providing detailed guidance for financial statement recognition, measurement and disclosure involving uncertain tax positions. This guidance requires an uncertain tax position to meet a more-likely-than-not recognition threshold at the effective date to be recognized both upon the adoption of the related guidance and in subsequent periods.
  
No provision for federal income taxes has been recorded due to the fact that the net operating loss carry forwards will be offset against future taxable income.  The available net operating loss carry forwards will expire in various years 2020 through 2032.  No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carry forwards will expire unused.

Deferred tax asset and the valuation account are as follows:
 
   
3/31/14
   
12/31/13
 
Deferred tax asset:
           
Net tax loss carry-forward
  $ 6,594,577     $ 6,091,915  
Statutory rate
    34 %     34 %
Expected tax recovery
    2,242,156       2,071,251  
Valuation allowances
    (2,242,156 )     (2,071,251 )
Total
  $ -     $ -  
 
The components of income tax expense are as follows:
 
Change in NOL benefit
  $ 2,242,156     $ 2,071,251  
Change in valuation allowances
    (2,242,156 )     (2,071,251 )
    $ -     $ -  
 
The Company has no uncertain tax positions at March 31, 2014 or December 31, 2013.

Note 7 – Commitments and Contingencies

Litigation 
 
We are not a party to or otherwise involved in any legal proceedings.
 
In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions.  The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations.  However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.
  
Operating Lease 
 
The Company has signed a lease commitment with a consultant on a month-to-month basis, for office space payable monthly at a rate of $3,500. The amount of rent payable on the lease was $300,732 and $300,131 as of March 31, 2014 and December 31, 2013, respectively. 

The Company has signed a lease commitment with Ken Adessky (a related party), on a month-to-month basis, for office space payable monthly at a rate of $5,000; the amount of rent payable on the lease was $354,960 and $351,540 as of March 31, 2014 and December 31, 2013, respectively.
 

Consulting Agreements

On January 2, 2013, the Company agreed to engage Kenneth Adessky, Earl Azimov and Randy Renken as consultants earning the monthly amounts of $18,000, $18,000 and $10,000, respectively, for their services rendered each month until further changed or repealed.  In addition, two new consultants were engaged by the Company: Brian Levine and Steven Mann, at monthly rates of $10,000 and $10,000, respectively.  These amounts were unchanged during the three months ended March 31, 2014.

Note 8 – Related Party Transactions

Promissory Notes – Related Party

On August 15, 2008, the Company obtained an $80,000 loan from Vision Capital Partners (a related party) due in one year, bearing interest at 7.5% per year.  Accrued interest at March 31, 2014 and December 31, 2013 was $32,408 and $32,032, respectively. Currently in default.

On May 1, 2013, the Company obtained a $15,000 loan, in Canadian dollars, from Ken Adessky due in one year, bearing interest at 7.5% per year.  Accrued interest at March 31, 2014 and December 31, 2013 was $932 and $701, respectively.

Rent Payable

The Company has signed a lease commitment with Ken Adessky (a related party), on a month-to-month basis, for office space payable monthly at a rate of $5,000; the amount of rent payable on the lease was $354,960 and $351,540 as of March 31, 2014 and December 31, 2013, respectively.
 
Common Stock

On February 12, 2013, Ken Adessky (a related party) converted $50,000 of accrued compensation into 9,600,000 shares of common stock, valued at $270,720 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $150,720 was recognized.

On February 12, 2013, Earl Azimov (a related party) converted $50,000 of accrued compensation into 9,600,000 shares of common stock, valued at $270,720 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $150,720 was recognized.

On June 10, 2013, Ken Adessky and Earl Azimov converted $50,000 of accrued compensation each into 6,250,000 shares of common stock each, the total of the two grants was valued at $262,500 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $162,500 was recognized.

On August 19, 2013, Ken Adessky (a related party) converted $60,000 of accrued compensation into 4,800,000 shares of common stock, valued at $86,400 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $26,400 was recognized.

On August 19, 2013, Earl Azimov (a related party) converted $60,000 of accrued compensation into 4,800,000 shares of common stock, valued at $86,400 based on the closing market price on the date of grant.  As the value of the common stock granted exceeds the value of the liabilities relieved, a loss on conversion of $26,400 was recognized.
 

Consulting Agreements

On January 2, 2013, the Company agreed to engage Kenneth Adessky and Earl Azimov as consultants earning the monthly amounts of $18,000 and $18,000, respectively for their services rendered each month until further changed or repealed.

Note 9 – Subsequent Events

In April 2014, the Company issued 3,400,000 shares of common stock for consulting services.

In April 2014, the Company converted a note of $60,000 into 4,000,000 shares of common stock.
 
 
 
 
 
 
F-34


ITEM 14.              CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 15.              FINANCIAL STATEMENTS AND EXHIBITS

(a)
 
 
(b)
FINANCIAL STATEMENTS.
See Item 13 of this Form 10 setting forth our Financial Statements.
 
EXHIBITS.
An index to the exhibits filed herewith immediately precedes such exhibits.


 

 
 
26

 
SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on this 8th day of July 2014.

   
GLOBAL CLEAN ENERGY, INC.
(Registrant)
     
 
By:
/s/ Dr. Earl Azimov
   
Dr. Earl Azimov
    President and CEO
     

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
 
Title
 
Date
         
/s/ Gerald Enloe
 
Director and Chairman
  July 8, 2014
Gerald Enloe
       
         
/s/ Dr. Earl Azimov
 
Director and President
  July 8, 2014
Dr. Earl Azimov
 
(Principal Executive Officer)
   
         
/s/ Kenneth S. Adessky
 
Director, CFO and Secretary
  July 8, 2014
Kenneth S. Adessky
 
(Principal Financial Officer and Principal Accounting Officer)
   
         
/s/ Paul Whitton
 
Director
  July 8, 2014
Paul Whitton
       
         
/s/ Brian Levine
 
Chief Operating Officer
  July 8, 2014
Brian Levine
       
         
/s/ Steven Mann
 
Chief Development Officer
  July 8, 2014
Steven Mann
       
         
 
 
 
27

 
Exhibit
     
Number
 
Exhibit Description
 
2.1*
   
3.1*
   
3.2*
   
4.1*
   
4.2*
   
4.3*
   
4.4*
   
4.5*
   
4.6*
   
4.7*
   
4.8*
   
4.9*
   
4.10*
   
4.11*
   
4.12*
   
4.13*
   
4.14*
   
4.15*
   
4.16*
   
4.17*
   
4.18*
   
10.1*
   
10.2*
   
10.3*
   
10.4*
   
10.5*
   
10.6*
   
10.7*
   
10.8*
   
10.9*
   
10.10*
   
10.11*
   
10.12*
   
10.13*
   
10.14*
   
10.15*
   
10.16*
   
10.17*
   
21*
   
23.1*
   

  * Filed herewith.
 
 
28

 
 
Exhibit 2.1
 
AGREEMENT AND PLAN OF MERGER
 
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of the 8 th day of November 2007, by and between Newsearch, Inc., a Colorado corporation doing business as Global Clean Energy, Inc. (“GCE Colorado”), and Global Clean Energy, Inc., a Maryland corporation (“GCE Maryland”). Each of GCE Colorado and GCE Maryland is sometimes referred to individually as a “Constituent Corporation”, and they are sometimes referred to jointly as the “Constituent Corporations”.
 
RECITALS
 
WHEREAS, GCE Maryland was formed under the laws of the State of Maryland on November 8, 2007, and GCE Colorado was formed under the laws of the State of Colorado December 3, 1999.
 
WHEREAS, the merger transaction is intended to qualify as a reorganization under Section 368(a)(1)(F) of the Internal Revenue Code (the “Code”) and it is intended that this Agreement constitutes a plan of reorganization under Section 368 of the Code.
 
WHEREAS, the reorganization of GCE Colorado is to be effected by merging GCE Colorado with and into GCE Maryland and causing the stockholders of GCE Colorado to become the stockholders of GCE Maryland, with each outstanding share of common stock of GCE Colorado being deemed simultaneously at the time of the merger to be one share of common stock of GCE Maryland.
 
WHEREAS, the General Corporation Law of the State of Maryland (the “Maryland Act”) and the Colorado Business Corporation Act (the “Colorado Act”) permit the reorganization of GCE Colorado into GCE Maryland provided that GCE Colorado and GCE Maryland each comply with the applicable provisions of the Maryland Act and the Colorado Act.
 
WHEREAS, the Board of Directors of GCE Maryland has determined it is desirable and in the best interests of GCE Maryland to effect this Agreement whereby the stockholders of GCE Colorado shall receive shares of common stock in GCE Maryland in exchange for their shares of common stock in GCE Colorado.
 
WHEREAS, the Board of Directors and stockholders of GCE Colorado have determined it is desirable and in the best interests of GCE Colorado and its stockholders to effect this Agreement whereby the stockholders of GCE Colorado shall receive shares of common stock in GCE Maryland in exchange for their shares of common stock in GCE Colorado.
 
AGREEMENT
 
NOW, THEREFORE, in order to consummate this transaction set forth above and in consideration of the mutual promises herein made and the mutual benefits to be derived from this agreement, GCE Colorado and GCE Maryland do hereby agree as follows:
 
 
1

 
 
1. Name of Constituent Corporations and Surviving Corporation . The names of the corporations proposing to merge are Global Clean Energy, Inc., a Maryland corporation, and Newsearch, Inc., a Colorado corporation doing business as Global Clean Energy, Inc., and the surviving corporation is Global Clean Energy, Inc., a Maryland corporation.
 
2. Terms and Conditions of the Merger . GCE Colorado shall merge with and into GCE Maryland effective as of the date of the filing of the Maryland Articles of Merger and the Colorado Articles of Merger in the forms attached to and made a part of this Agreement as Exhibit A , with the Maryland State Department of Assessments and Taxation in accordance with the Maryland Act and with the Colorado Secretary of State in accordance with the Colorado Act.
 
3. Manner and Basis of Converting Shares . GCE Maryland has authority to issue Three Hundred Million (300,000,000) shares of common stock, par value $.001, and up to Fifteen Million (15,000,000) shares of preferred stock, par value $.001. GCE Maryland has no shares of common stock issued and outstanding, and no shares of preferred stock issued and outstanding. GCE Colorado has authority to issue One Hundred Million (100,000,000) shares of common stock, par value $.001, of which Twenty Four Million Eight Hundred Fifteen Thousand Five Hundred Twenty One (24,815,521) shares were outstanding on the September 21, 2007 record date for determining stockholders eligible to vote on the merger, and authority to issue Fifty Million (50,000,000) shares of preferred stock, par value $.001, of which no shares are outstanding. Upon the merger becoming effective, each outstanding share of common stock of GCE Colorado shall immediately be deemed to be one (1) share of common stock of GCE Maryland without an exchange of certificates. The shares of GCE Maryland to be delivered pursuant to this Agreement will be voting shares of common stock and when so delivered, will have been duly and validly authorized and issued by GCE Maryland, will be fully paid and non-assessable.
 
4. Articles of Incorporation and Bylaws . The Articles of Incorporation of GCE Maryland in effect on the effective date of the merger shall be the Articles of Incorporation of the surviving corporation until further amended in accordance with the Articles of Incorporation and Maryland Act. The Bylaws of GCE Maryland in effect on the effective date of the merger shall be the Bylaws of the surviving corporation until amended in accordance with the Bylaws and Maryland Act.
 
5. Directors . The directors of GCE Maryland at the time of the merger shall be the directors of the surviving corporation until their successors are elected and qualified.
 
6. Effect of Merger . Upon the merger becoming effective, GCE Colorado shall merge with and into GCE Maryland, which shall be the surviving corporation, and GCE Colorado shall cease to exist. GCE Maryland shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities and duties of each Constituent Corporation, and all the rights, privileges, powers and
 
 
2

 
 
franchises of each Constituent Corporation and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, for stock subscriptions, as well as all other things in action or belonging to each Constituent Corporation, shall be vested in GCE Maryland; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter the property of GCE Maryland as effectually as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall attach to GCE Maryland and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by GCE Maryland.
 
7. Obligations of the Constituent Corporations . Each of the Constituent Corporations shall take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under the laws of the States of Colorado and Maryland to consummate and effect the merger.
 
8. Approval by Directors and Holders of Common Stock . This Agreement has been approved by the Board of Directors and stockholders of GCE Colorado, the merging corporation, and the Board of Directors of GCE Maryland, the surviving corporation, in the manner provided by the laws of the respective jurisdictions under which they were organized and exist.
 
9. Termination; Amendment . This Agreement may be abandoned by either GCE Maryland or GCE Colorado by appropriate resolution of the Board of Directors of either Constituent Corporation at any time prior to the merger becoming effective and may be amended in matters of form or supplemented by additional agreements, articles or certificates, as may be determined in the judgment of the Boards of Directors of the Constituent Corporations to be necessary, desirable, or expedient to clarify the intentions of the Constituent Corporation or to effect or facilitate the filing, recording or official approval of this Agreement in accordance with its purpose and intent.
 
Remainder of Page Intentionally Left Blank
 
 
3

 
 
IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of Merger the year and date first written above.
 
Newsearch, Inc.,
a Colorado corporation
 
By: /s/ Ken Adessky
Name: Ken Adessky
Title: Chief Financial Officer
 
Global Clean Energy, Inc.,
a Maryland corporation
 
By: /s/ Ken Adessky
Name: Ken Adessky
Title: Chief Financial Officer
 
 
4

 
 
 
Exhibit 3.1
 
Amended and Restated Articles of Incorporation
 
AMENDED AND RESTATED ARTICLES OF INCORPORATION
 
NEWSEARCH, INC.
 
 
KNOW ALL MEN BY THESE PRESENTS:
 
That I, Irwin Krushansky, desiring to establish a corporation under the name of NEWSEARCH, INC ., for the purpose of becoming a body corporate under and by virtue of the laws of the State of Colorado and, in accordance with the provisions of the laws of said State, do hereby make, execute and acknowledge this certificate in writing of my intention to become a body corporate under and by virtue of said laws.
 
ARTICLE I
 
The corporate name of the corporation shall be:
 
NEWSEARCH, INC.
 
ARTICLE II
 
The nature of the business and the objects and purposes to be transacted, promoted and carried on are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do, and in any part of the world, to wit:
 
(a) To engage in the business of finding companies, providing financial consulting, and negotiating business agreements in the areas of mergers, acquisitions and reorganizations.
 
(b) To manufacturing, purchase or otherwise acquire and to hold, own, mortgage or otherwise lien, pledge, lease, sell, assign, exchange, transfer or in any manner dispose of, and to invest, deal and trade in and with goods, wares, merchandise and personal property of any and every class and description, within or without the State of Colorado.
 
(c) To acquire the goodwill, rights and property and to undertake the whole or any part of the assets and liabilities, of any person, firm, association or corporation; to pay for the same in cash, the stock of the corporation, bonds or otherwise; to hold or in any manner dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired and to exercise all the powers necessary or convenient in and about the conduct and management of such business.
 
(d) To guarantee, purchase or otherwise acquire, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of the capital stock, bonds or other evidences of indebtedness created by other corporations and, while the holder of such stock, to exercise all the rights and privileges of ownership, including the right to vote thereon, to the same extent as a natural person might or could do.
 
(e) To purchase or otherwise acquire, apply for, register, hold, use, sell or in any manner dispose of and to grant licenses or other rights and in any manner deal with patents, inventions, improvements, processes, formulas, trademarks, trade names, rights and licenses secured under letters patent, copyright or otherwise.
 
 
 

 
 
(f) To enter into, make and perform contracts of every kind for any lawful purpose, with any person, firm, association or corporation, town, city, county, body politic, state, territory, government, colony or dependency thereof.
 
(g) To borrow money for any of the purposes of the corporation and to draw, make, accept, endorse, discount, execute, issue, sell, pledge or otherwise dispose of promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or nonnegotiable, transferable instruments and evidences of indebtedness, and to secure the payment thereof and the interest thereon by mortgage or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation at the time owned or thereafter acquired.
 
(h) To lend money to, or guarantee the obligations of, or to otherwise assist the directors of the corporation or of any other corporation the majority of whose voting capital stock is owned by the corporation, upon the affirmative vote of at least a majority of the outstanding shares entitled to vote for directors.
 
(i) To purchase, take, own, hold, deal in, mortgage or otherwise pledge, and to lease, sell, exchange, convey, transfer or in any manner whatever dispose of real property, within or without the State of Colorado.
 
(j) To purchase, hold, sell and transfer the shares of its capital stock.
 
(k) To have one or more offices and to conduct any or all operations and business and to promote its objects, within or without the State of Colorado, without restrictions as to place or amount.
 
(1) To do any or all of the things herein set forth as principal, agent, contractor, trustee, partner or otherwise, alone or in company with others.
 
(m) The objects and purposes specified herein shall be regarded as independent objects and purposes and, except where otherwise expressed, shall be in no way limited or restricted by reference to or inference from the terms of any other clauses or paragraph of these Articles of Incorporation.
 
(n) The foregoing shall be construed both as objects and powers and the enumeration thereof shall not be held to limit or restrict in any manner the general powers conferred on this corporation by the laws of the State of Colorado.
 
ARTICLE III
 
The authorized capital stock of the corporation is one hundred million (100,000,000) shares, which shall be “Common Stock” $.001 par value and shall be voting stock.
 
There is also authorized fifty million (50,000,000) shares of convertible, non cumulative, non voting preferred stock. Dividends in cash, property or shares of the corporation may be paid upon the Common Stock, as and when declared by the board of directors, out of funds of the Corporation to the extent and in the manner permitted by law.
 
ARTICLE IV
 
The corporation shall have perpetual existence.
 
ARTICLE V
 
The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of this corporation, provided that the number of directors shall not be reduced to less than one.
 
 
 

 
 
The name and post office address of the incorporator is
 
Irwin Krushansky
 
7706 E. Napa Place
 
   
Denver, Colorado 80237
 
 
The names and post office addresses of the original Board of Directors are as follows:
 
Irwin Krushansky
 
7706 E. Napa Place
 
   
Denver, CO 80237
 
 
The principal office of the company is located at:
 
 
7706 E. Napa Place
Denver, CO 80237
 
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:
 
To manage and govern the corporation by majority vote of members present at any regular or special meeting at which a quorum shall be present.
 
To make, alter, or amend the By-Laws of the corporation at any regular or special meeting.
 
To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.
 
To designate one or more committees, each committee to consist of two or more of the directors of the corporation, which, to the extent provided by resolution or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. Such committee or committees shall have such name or names as may be stated in the By-Laws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.
 
The Board of Directors shall have power and authority to sell, lease, exchange or otherwise dispose of all or substantially all of the property and assets of the corporation, if in the usual and regular course of its business, upon such terms and conditions as the . Board of Directors may determine without vote or consent of the shareholders.
 
The Board of Directors shall have power and authority to sell, lease, exchange or otherwise dispose of all or substantially all of the property or assets of the corporation, including its good will, if not in the usual and regular course of its business, upon such terms and conditions as the Board of Directors may determine, provided that such sale shall be authorized or ratified by the affirmative vote of the shareholders of at least a majority of the shares entitled to vote thereon at a shareholders meeting called for that purpose, or when authorized or ratified by the written consent of all the shareholders of the shares entitled to vote thereon.
 
The Board of Directors shall have power and authority to merge or consolidate the corporation upon such terms and condition as the Board of Directors may authorize provided that such merger or consolidation is approved or ratified by the shares entitled to vote thereon at a shareholders meeting called for that purpose, or when authorized or ratified by the written consent of all the shareholders of the shares entitled to vote thereon.
 
 
 

 
 
The Board of Directors may, from time to time, distribute to its shareholders, without approval of the shareholders, in partial liquidation, out of stated capital or capital surplus of the corporation, a portion of its assets, in cash or in property, so long as the partial liquidation is incompliance with Title 7, Article 5, Section III, of the 1973 Colorado Revised Statutes.
 
The corporation shall be dissolved upon the affirmative vote of the shareholders of at least a majority of the shares entitled to vote thereon at a meeting called for that purpose, or when authorized or ratified by the written consent of all the shareholders of the shares entitled to vote thereon.
 
The corporation shall revoke voluntary dissolution proceedings upon the affirmative vote of the shareholders of at least a majority of the shares entitled to vote at a meeting called for that purpose, or when authorized or ratified by the written consent of all the shareholders of the shares entitled to vote.
 
ARTICLE VI
 
The following provisions are inserted for the management of the business and for the conduct of the affairs of the corporation, and the same are in furtherance of and not in limitation of the powers conferred by law:
 
No contract or other transactions of the corporation with any other person, firm or corporation, or in which this corporation is interested, shall be affected or invalidated by (a) the fact that any one or more of the directors or officers of this corporation is interested in or is a director or officer of such other firm or corporation: or (b) the fact that any director or officer of this corporation, individually or jointly with others, may be a party to or may be interested in any such contract or transaction, so long as the contract or transaction is authorized, approved or ratified at a meeting of the Board of Directors by sufficient vote thereon by directors not interested therein, to which such fact of relationship or interest has been disclosed, or the contract or transaction has been approved or ratified by vote or written consent of the shareholders entitled to vote, to whom such fact of relationship or interest has been disclosed, or so long as the contract or transaction is fair and reasonable to the corporation. Each person who may become a director or officer of the corporation is hereby relieved from any liability that might otherwise arise by reason of his contracting with the corporation for the benefit of himself or any firm or corporation in which he may be in any way interested.
 
The officers, directors and other members of management of this corporation shall be subject to the doctrine or corporate opportunities only insofar as it applies to business opportunities in which this corporation has expressed an interest as determined from time to time by the corporation’s Board of Directors as evidenced by resolutions appearing in the corporation’s minutes. When such areas of interest are delineated, all such business opportunities within such areas of interest which come to the attention of the officers, directors and other members of management of this corporation shall be disclosed promptly to this corporation and made available to it. The Board of Directors may reject any business opportunity presented to it and thereafter any officer, director, or other member of management may avail himself of such opportunity. Until such time as this corporation, through its Board of Directors, has designated an area of interest, the officers, directors and other members of management of this corporation shall be free to engage in such areas of interest on their own and the provisions hereof shall not limit the rights of any officer, director or other member of management of this corporation to continue a business existing prior to the time that such area of interest is designated by this corporation. This provision shall not be construed to release any employee of the corporation (other that an officer, director or member of management) from any duties which he may have to the corporation.
 
ARTICLE VII
 
Each director and each officer of the corporation shall be indemnified by the corporation as follows:
 
 
 

 
 
(a) The corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding, by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
 
(b) The corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation, to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application, that despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.
 
(c) To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections (a) and (b) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
 
(d) Any indemnification under Sections (a) or (b) of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the officer, director and employee or agent is proper in the circumstances, because he has met the applicable standard of conduct set forth in Sections (a) or (b) of this Article. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum, consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the affirmative vote of the holders of a majority of the shares of stock entitled to vote and represented at a meeting called for such purpose.
 
(e) Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized in Section (d) of this Article, upon receipt of an understanding by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article.
 
 
 

 
 
(f) The Board of Directors may exercise the corporation’s power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this Article.
 
(g) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under these Articles of Incorporation, the By-Laws, agreements, vote of the shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such a person.
 
ARTICLE VIII
 
The initial registered office of said corporation shall be located at 7706 E. Napa Place, Denver, CO 80237 and the initial registered agent of the corporation shall be Irwin Krushansky.
 
Part or all of the business of said corporation may be carried on in the City of Denver, County of Denver or any other place in the state of Colorado or beyond the limits of the state of Colorado, in other states or territories of the United States and in foreign countries.
 
ARTICLE IX
 
Whenever a compromise or arrangement is proposed by the corporation between it and its creditors or any class of them, and/or between said corporation and its shareholders or any class of them, any court of equitable jurisdiction may, on the application of any receiver or receivers appointed for said corporation, or on the application of trustees in dissolution, order a meeting of the creditors or class of creditors and/or of the shareholders or class of shareholders of said corporation, as the case may be, to be notified in such manner as the court decides. If a majority in number, representing at least three-fourths in amount of the creditors or class of creditors, and/or the holders of the majority of the stock or class of stock of said corporation, as the case may be, agree to any compromise or arrangement and/or to any reorganization of said corporation, as a consequence of such compromise or arrangement, the said compromise or arrangement and/or the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding upon all the creditors or class of creditors, and/or on all the shareholders or class of shareholders of said corporation, as the case may be, and also on said corporation.
 
ARTICLE X
 
No shareholder in the corporation shall have the preemptive right to subscribe to any and all additional issues of stock and/or other securities of any or all classes of this corporation or securities convertible into stock or carrying stock purchase warrants, options or privileges.
 
ARTICLE XI
 
Meetings of shareholders may be held at such time and place as the By-Laws shall provide. At all meetings of the shareholders, one-third of all shares entitled to vote shall constitute a quorum.
 
ARTICLE XII
 
Cumulative voting shall not be allowed.
 
 
 

 
 
ARTICLE XIII
 
These Articles of Incorporation may be amended by resolution of the Board of Directors if no shares have been issued, and if shares have been issued, by affirmative vote of the shareholders of at least a majority of the shares entitled to vote hereon at a meeting called for that purpose, or, when authorized, when such action is ratified by the written consent of all the shareholders of the shares entitled to vote thereon.
 
ARTICLE XIV
 
Whenever the shareholders must approve or authorize any matter, whether now or hereinafter required by the laws of the State of Colorado, the affirmative vote of a majority of the shares entitled to vote thereon shall be necessary to constitute such approval or authorization.
 
IN TESTIMONY WHEREOF, I have hereunto set my hand and seal on this 2 nd day of December, 1999.
 
 
/s/ signature on file
Irwin Krushansky, Incorporator, Registered Agent
 
 
 
Exhibit 3.2
 
BYLAWS
OF
GLOBAL CLEAN ENERGY, INC.
 

 
ARTICLE I
OFFICES
 
SECTION 1. REGISTERED OFFICE AND AGENT
 
The registered office of Global Clean Energy, Inc. (the “Corporation”) shall be in the City and County of Baltimore, State of Maryland or such other city and county as the Board of Directors (the “Board”) shall determine. The street address of the principal office and registered agent of the Corporation in the State of Maryland is 300 East Lombard Street, Baltimore, Maryland 21202. The name of the resident agent of the Corporation in the State of Maryland at that address is The Corporation Trust Incorporation.
 
SECTION 2. OTHER OFFICES
 
The Corporation may have offices at such other places both within and without the State of Maryland as the Board may from time to time determine or the business of the Corporation may require.
 
ARTICLE II
STOCKHOLDERS
 
SECTION 1. ANNUAL MEETINGS
 
A meeting of the stockholders for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held annually at such time and/or such date as shall be fixed by resolution of the Board. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.
 
SECTION 2. SPECIAL MEETINGS
 
Unless the Articles of Incorporation provide otherwise, special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute, may be called only by the President, a majority of the Board or by the written request of stockholders in accordance with this Article II, Section 2. Special meetings of the stockholders shall be called by the Secretary at the request of stockholders only on the written request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting. Such written request shall state the purpose or purposes of the meeting and the matters proposed to be acted upon at the meeting and shall be delivered to the principal office of the Corporation addressed to the Secretary. The Secretary shall inform the stockholders who make the request of the reasonably estimated cost of preparing and mailing a notice of the meeting and, upon payment of these costs to the Corporation, notify each stockholder entitled to notice of the meeting.
 
 
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SECTION 3. PLACE OF MEETINGS
 
All meetings of the stockholders shall be held at such places within or without the State of Maryland or at such other place in the United States, as determined by the Board, as may be stated in the notice of the meeting.
 
SECTION 4. NOTICE OF MEETINGS
 
4.1 Giving of Notice . Except as otherwise provided by statute, notice of each meeting of the stockholders, whether annual or special, shall be given in writing or by electronic transmission not less than 10 nor more than 90 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice shall be given when deposited in the United States mails, postage prepaid, directed to such stockholder at his or her address as it appears in the stock ledger of the Corporation. Each such notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
 
4.2 Notice of Adjourned Meetings . When a meeting is adjourned to another time and place, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is given. If the adjournment is for more than 30 days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
 
4.3 Waiver of Notice .
 
4.3.1 Whenever any notice is required to be given to any stockholder under the provisions of these Bylaws, the Articles of Incorporation or the General Corporation Law of the State of Maryland, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the meeting, or a waiver thereof by electronic transmission which is filed with the records of the relevant stockholder meeting, whether before or after the meeting, shall be deemed equivalent to the giving of such notice.
 
4.3.2 The attendance of a stockholder at a meeting in person or by proxy shall constitute a waiver of notice of such meeting, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
 
SECTION 5. FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS
 
5.1 Meetings . For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 90 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at the meeting of stockholders shall apply to any adjournment of the meeting; provided , however , that the Board may fix a new record date for the adjourned meeting.
 
 
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5.2 Dividends, Distributions and Other Rights . For the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
 
SECTION 6. QUORUM
 
One-third of the outstanding shares of stock of the Corporation entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of the stockholders; provided, that the quorum includes the holders of at least one-third of the Corporation’s outstanding shares of common stock, $.001 par value; provided, further, that where a separate vote by a class or classes or by a series of a class is required, one-third of the outstanding shares of such class or classes or of such series of a class, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to the vote on that matter. Shares of stock will be counted toward a quorum if they are either (i) present in person at the meeting; or (ii) represented at the meeting by a valid proxy, whether the instrument granting such proxy is marked as casting a vote or abstaining, is left blank or does not empower such proxy to vote with respect to some or all matters to be voted upon at the meeting. If less than a majority of the outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
 
SECTION 7. ORGANIZATION
 
At each meeting of the stockholders, the Chairman of the Board, or in his or her absence, the Chief Executive Officer, the President or the Vice Chairman of the Board, or if all of the said persons are absent, a person designated by the Board, the Chairman of the Board, the Chief Executive Officer, the President or the Vice Chairman of the Board, or in the absence of such designated person, a person elected by the holders of a majority in number of shares of stock present in person or represented by proxy and entitled to vote, shall act as chairman of the meeting.
 
 
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The Secretary, or in his or her absence or in the event he or she shall be presiding over the meeting in accordance with the provisions of this Section, an Assistant Secretary or, in the absence of the Secretary and all of the Assistant Secretaries, any person appointed by the chairman of the meeting, shall act as secretary of the meeting.
 
SECTION 8. VOTING
 
8.1 General Provisions . Unless otherwise provided in the Articles of Incorporation or a resolution of the Board creating a series of stock, at each meeting of the stockholders, each holder of any share of any series or class of stock entitled to vote at such meeting shall be entitled to one vote for each share of stock having voting power in respect of each matter upon which a vote is to be taken, standing in his or her name on the stock ledger of the Corporation on the record date fixed as provided in these Bylaws for determining the stockholders entitled to vote at such meeting. In all matters other than the election of directors, if a quorum is present, the affirmative vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or the General Corporation Law of the State of Maryland. In determining the number of votes cast for or against a proposal, shares abstaining from voting on a matter (including elections) will not be treated as a vote for or against the proposal. Where a separate vote by a class or classes or by a series of a class is required, if a quorum is present, the affirmative vote of the majority of shares of such class or classes or series of a class present in person or represented by proxy at the meeting shall be the act of such class or classes or series of a class. The provisions of this Section will govern with respect to all votes of stockholders except as otherwise provided for in these Bylaws, the Articles of Incorporation or the General Corporation Law of the State of Maryland.
 
8.2 Voting For Directors . Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
 
8.3 Shares Held or Controlled by the Corporation . Shares of its own capital stock belonging to the Corporation, or to another corporation if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the Corporation, shall neither be entitled to vote nor counted for quorum purposes.
 
8.4 Proxies . A stockholder may vote by a proxy that is in writing or is transmitted electronically, including but not limited to, via telegram, cablegram, internet, interactive voice response system or other means of electronic transmission executed or authorized by the stockholder or by his or her attorney-in-fact. Any electronic transmission must set forth information from which it can be determined by the Corporation or the inspector that such electronic transmission was authorized by the stockholder. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. A proxy shall become invalid 11 months after the date of its execution, unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof.
 
 
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SECTION 9. INSPECTORS
 
Prior to each meeting of stockholders, the Board shall appoint at least one inspector of election (the “Inspector”) who is not a director, candidate for director or officer of the Corporation, who shall receive and determine the validity of proxies and the qualifications of voters, and receive, inspect, count and report to the meeting in writing the votes cast on all matters submitted to a vote at such meeting. In case of failure of the Board to make such appointments or in case of failure of any Inspector so appointed to act, the Chairman of the Board shall make such appointment or fill such vacancies. Each Inspector, immediately before entering upon his or her duties, shall subscribe to an oath or affirmation faithfully to execute the duties of Inspector at such meeting with strict impartiality and according to the best of his or her ability.
 
SECTION 10. LIST OF STOCKHOLDERS
 
The Secretary or other officer or agent having charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares of each class and series registered in the name of each such stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. Such list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section, or the books of the Corporation, or to vote in person or by proxy at any such meeting.
 
SECTION 11. STOCKHOLDER PROPOSALS
 
At an annual meeting of stockholders, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before the annual meeting of stockholders (a) by, or at the direction of, the Board; or (b) by a stockholder of the Corporation who complies with the procedures set forth in this Section 11. For business or a proposal to be properly brought before an annual meeting of stockholders by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not earlier than 120 days nor later than 90 days prior to the first anniversary of the preceding year’s annual meeting; provided , however , that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be received by the Secretary not earlier than the 120th day prior to such annual meeting and not later than the 90th day prior to such annual meeting, or if later, the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above.
 
 
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A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before an annual meeting of stockholders (i) a description, in 500 words or less, of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address, as they appear on the Corporation’s books, of the stockholders known by such stockholder to be supporting such proposal; (iii) the class and number of shares of the Corporation beneficially owned by such stockholder on the date of such stockholder’s notice and by any other stockholders known by such stockholder to be supporting such proposal on the date of such stockholder’s notice; (iv) a description, in 500 words or less, of any interest of the stockholder in such proposal; and (v) a representation that the stockholder is a holder of record of stock of the Corporation and intends to appear in person or by proxy at the meeting to present the proposal specified in the notice. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting of stockholders except in accordance with the procedures set forth in this Section 11.
 
The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that the business was not properly brought before the meeting in accordance with the procedures prescribed by this Section 11, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing, nothing in this Section 11 shall be interpreted or construed to require the inclusion of information about any such proposal in any proxy statement distributed by, at the direction of, or on behalf of, the Board.
 
SECTION 12. CONDUCT OF MEETING
 
The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to only stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
 
 
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SECTION 13. WRITTEN CONSENT OF STOCKHOLDERS
 
Except as provided in the following sentence, any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by electronic communication by each stockholder entitled to vote on the matter and is filed with the records of stockholder meetings. Unless the Articles of Incorporation provide otherwise, the holders of any class of the Corporation’s stock, including holders of the Corporation’s common stock, entitled to vote generally in the election of directors, may take action or consent to any action concerning election of directors by delivering a consent in writing or by electronic communication of the stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of the stockholders if the Corporation gives notice of the action so taken to each stockholder not later than 10 days after the effective time of the action.
 
SECTION 14. CONTROL SHARE ACQUISITION ACT
 
Notwithstanding any other provision of the Articles of Incorporation or these Bylaws, Title 3, Subtitle 7 of the General Corporation Law of the State of Maryland (or any successor statute) shall not apply to any acquisition by any person of shares of stock of the Corporation. This Article II, Section 14 may be repealed, in whole or in part, at any time, whether before or after an acquisition of Control Shares (as defined in Section 3-701(d) of the General Corporation Law of the State of Maryland (or any successor provision)) and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent Control Share Acquisition (as defined in Section 3-701(d) of the General Corporation Law of the State of Maryland (or any successor provision)).
 
ARTICLE III
BOARD OF DIRECTORS
 
SECTION 1. NUMBER, QUALIFICATION AND TERM OF OFFICE
 
The business, property and affairs of the Corporation shall be managed by a Board consisting of not less than one director. The Board shall from time to time by a vote of a majority of the directors then in office fix the specific number of directors to constitute the Board. Unless otherwise provided in the Articles of Incorporation, at each annual meeting of stockholders, the Board shall be elected by the stockholders for a term of one year. Each director shall serve until his or her successor is duly elected and shall qualify.
 
SECTION 2. VACANCIES
 
Unless otherwise provided in the Articles of Incorporation, vacancies in the Board may be filled by a vote of the majority of the directors then in office, although less than a quorum, or by a sole remaining director, at any regular or special meeting of the Board. Newly created directorships resulting from an increase in the authorized number of directors may be filled by a vote of a majority of the Board.
 
 
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SECTION 3. NOMINATIONS OF DIRECTORS
 
Subject to the rights, if any, of the holders of any series of preferred stock then outstanding, only persons nominated in accordance with the procedures set forth in this Section 3 shall be eligible for election as directors. Nominations of persons for election to the Board may be made at an annual meeting of stockholders or special meeting of stockholders called by the Board for the purpose of electing directors (i) by or at the direction of the Board or (ii) by any stockholder of the Corporation entitled to vote for the election of directors at such meeting who complies with the notice procedure set forth in this Article III, Section 3. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not earlier than 120 days nor later than 90 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be received by the Secretary not earlier than the 120th day prior to such annual meeting and not later than the 90th day prior to such annual meeting, or if later, the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above.
 
A stockholder’s notice to the Secretary shall set forth (i) as to each person whom the stockholder proposes to nominate for election or re-election as a director (a) the name, age, business address and residence address of such person, (b) the principal occupation or employment of such person, (c) the class and number of shares of the Corporation which are beneficially owned by such person on the date of such stockholder’s notice and (d) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the “Exchange Act”) (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) as to the stockholder giving the notice (a) the name and address, as they appear on the Corporation’s (or its agent’s) books, of such stockholder and any other stockholders known by such stockholder to be supporting such nominee(s), (b) the class and number of shares of the Corporation beneficially owned by such stockholder on the date of such stockholder’s notice and by any other stockholders known by such stockholder to be supporting such nominee(s) on the date of such stockholder’s notice, (c) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; and (iii) a description of all arrangements or understandings between the stockholder and each nominee and other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Article III, Section 3. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by this Section and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.
 
 
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SECTION 4. RESIGNATIONS
 
Any director may resign at any time upon written notice to the Board, the Chairman of the Board, the Chief Executive Officer, the President, the Vice Chairman of the Board or the Secretary of the Corporation. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein; and the acceptance of such resignation, unless otherwise required by the terms thereof, shall not be necessary to make it effective.
 
SECTION 5. REMOVALS
 
Unless otherwise provided in the Articles of Incorporation, any director may be removed, with or without cause, at any special meeting of the stockholders called for that purpose, by the affirmative vote of the holders of a majority in number of shares of the Corporation entitled to vote for the election of such director.
 
SECTION 6. PLACE OF MEETINGS; BOOKS AND RECORDS
 
The Board may hold its meetings and have an office or offices at such place or places within or without the State of Maryland, or by means of remote communication, as the Board from time to time may determine.
 
The Board, subject to the provisions of applicable statutes, may authorize the books and records of the Corporation, and offices or agencies for the issue, transfer and registration of the capital stock of the Corporation, to be kept at such place or places outside of the State of Maryland as, from time to time, may be designated by the Board.
 
SECTION 7. ANNUAL MEETING OF THE BOARD
 
The first meeting of each newly elected Board, to be known as the Annual Meeting of the Board, for the purpose of electing officers, designating committees and the transaction of such other business as may come before the Board, shall be held as soon as practicable on the same date as, and after the adjournment of, the annual meeting of stockholders, and no notice of such meeting shall be necessary to the newly elected directors, provided a quorum shall be present. In the event the first meeting of the newly elected Board is not held on the same date as and after the Annual Meeting of Stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver signed by all of the newly elected directors.
 
SECTION 8. REGULAR MEETINGS
 
The Board shall provide for regular meetings of the Board at such times and at such places as it deems desirable. Notice of regular meetings need not be given.
 
 
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SECTION 9. SPECIAL MEETINGS
 
Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, the President or the Vice Chairman of the Board and shall be called by the Secretary on the written request of three directors on such notice as the person or persons calling the meeting shall deem appropriate in the circumstances. Notice of each such special meeting shall be mailed to each director or delivered to him or her by telephone, facsimile, telegraph, internet or any other means of electronic communication, in each case addressed to his or her residence or usual place of business, or delivered to him or her in person or given to him or her orally. The notice of meeting shall state the time and place of the meeting but need not state the purpose thereof. Whenever any notice is required to be given to any director under the provisions of these Bylaws, the Articles of Incorporation or the General Corporation Law of the State of Maryland, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board or any committee appointed by the Board need be specified in the waiver of notice of such meeting. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
 
SECTION 10. QUORUM AND MANNER OF ACTING
 
Except as otherwise provided by statute, the Articles of Incorporation or these Bylaws, the presence of a majority of the total number of directors shall constitute a quorum for the transaction of business at any regular or special meeting of the Board, and the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting, from time to time, until a quorum is present. Notice of any such adjourned meeting need not be given.
 
SECTION 11. ORGANIZATION
 
At every meeting of the Board, the Chairman of the Board, or in his or her absence, the Chief Executive Officer, the President or the Vice Chairman of the Board, or if all of the said persons are absent, a chairman chosen by a majority of the directors present shall act as chairman of the meeting. The Secretary, or in his or her absence, an Assistant Secretary, or in the absence of the Secretary and all the Assistant Secretaries, any person appointed by the chairman of the meeting, shall act as secretary of the meeting.
 
SECTION 12. CONSENT OF DIRECTORS IN LIEU OF MEETING
 
Unless otherwise restricted by the Articles of Incorporation or by these Bylaws, any action required or permitted to be taken at any meeting of the Board, or any committee designated by the Board, may be taken without a meeting if all members of the Board or committee of the Board consent thereto in writing or by electronic transmission, and such written consent is filed with the minutes of the proceedings of the Board or committee of the Board.
 
SECTION 13. TELEPHONIC MEETINGS
 
Members of the Board, or any committee designated by the Board, may participate in any meeting of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.
 
 
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SECTION 14. COMPENSATION
 
Each director, who is not a full-time salaried officer of the Corporation or any of its wholly owned subsidiaries, when authorized by resolution of the Board, may receive as a director a stated salary, an annual retainer, compensation based on the number of meetings held or attended, and/or any other benefits as the Board may determine, and in addition may be allowed a fixed fee or reimbursement of his or her reasonable expenses for attendance at each regular or special meeting of the Board or any committee thereof.
 
SECTION 15. INTERESTED DIRECTORS
 
No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers is a director or officer of this Corporation, or in which one of the directors or officers of this Corporation has a financial interest in such contract or transaction, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof that authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, other than the votes of hares owned of record or beneficially owned by the interested director, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof or the stockholders. Common or interested directors of the shares of stock owned by them may be counted in determining the presence of a quorum at a meeting of the Board or of a committee of the Board or at a meeting of the stockholders which authorizes the contract or transaction.
 
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
 
SECTION 1. COMMITTEES
 
The Board may designate such other committees, consisting of such number of directors as the Board may from time to time determine, and each such committee shall serve for such term and shall have and may exercise, during intervals between meetings of the Board, such duties, functions and powers, subject to the General Corporation Law of the State of Maryland, as the Board may from time to time prescribe.
 
 
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SECTION 2. COMMITTEE CHAIRMAN, BOOKS AND RECORDS
 
Each committee shall elect a chairman to serve for such term as it may determine, shall fix its own rules of procedure and shall meet at such times and places and upon such call or notice as shall be provided by such rules. It shall keep a record of its acts and proceedings, and all action of the committee shall be reported to the Board at the next meeting of the Board.
 
SECTION 3. ALTERNATES
 
Alternate members of the committees prescribed by this Article IV may be designated by the Board from among the directors to serve as occasion may require. Whenever a quorum cannot be secured for any meeting of any such committee from among the regular members thereof and designated alternates, the member or members of such committee present at such meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of such absent or disqualified member.
 
Alternate members of such committees shall receive a reimbursement for expenses and compensation at the same rate as regular members of such committees.
 
SECTION 4. QUORUM AND MANNER OF ACTING
 
At each meeting of any committee the presence of a majority of the members of such committee, whether regular or alternate, shall be necessary to constitute a quorum for the transaction of business, and if a quorum is present the concurrence of a majority of those present shall be necessary for the taking of any action.
 
ARTICLE V
OFFICERS
 
SECTION 1. NUMBER
 
The officers of the Corporation shall consist of a Chairman of the Board, a Chief Executive Officer or President, a Secretary, a Treasurer, and such other officers with such titles and powers and/or duties as the Board shall from time to time determine. Officers of the Corporation may simultaneously serve as officers of subsidiaries or divisions thereof. Any number of offices may be held by the same person.
 
SECTION 2. ELECTION
 
The officers of the Corporation, except the assistant officers who may be appointed by the Chief Executive Officer or the Chairman of the Board as provided in this Article V, shall be elected or appointed as soon as practicable after the annual meeting of stockholders in each year to hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his or her election, or until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.
 
 
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SECTION 3. RESIGNATIONS
 
Any elected or appointed officer may resign at any time upon written notice to the Chairman of the Board or the Secretary of the Corporation. Such resignation shall take effect upon the date of its receipt or at such later time as may be specified therein, and unless otherwise required by the terms thereof, no acceptance of such resignation shall be necessary to make it effective.
 
SECTION 4. REMOVALS
 
Any elected or appointed officer may be removed, with or without cause, by the Board at any regular or special meeting of the Board, and in the case of an assistant officer appointed by the Chairman of the Board or the Chief Executive Officer pursuant to this Article V, may be so removed by the Chairman of the Board or the Chief Executive Officer. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election or appointment of any officer shall not of itself create contractual rights.
 
SECTION 5. VACANCIES
 
Any vacancy occurring in any office by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting or as otherwise provided in these Bylaws.
 
SECTION 6. CHAIRMAN OF THE BOARD
 
The Chairman of the Board shall, when present, preside at all meetings of the stockholders and the Board, and shall have authority to call special meetings of the Board. He or she also shall have the power to appoint and remove assistant officers of the Corporation with such titles and duties as he or she may from time to time deem necessary or appropriate, and shall have such other powers and duties as are expressly provided in these Bylaws.
 
SECTION 7. CHIEF EXECUTIVE OFFICER
 
The Chief Executive Officer, if any, shall assist the Chairman of the Board in the performance of his or her duties and shall perform those duties assigned to him or her in other provisions of the Bylaws and such other duties as may from time to time be assigned to him or her by the Board. In the absence or disability of the Chairman of the Board, or at his or her request, the Chief Executive Officer may preside at any meeting of the stockholders or of the Board and, in such circumstances, may exercise any of the other powers or perform any of the other duties of the Chairman of the Board. The Chief Executive Officer may sign or execute, in the name of the Corporation, all stock certificates, deeds, mortgages, bonds, contracts or other documents and instruments, except in cases where the signing or execution thereof shall be required by law or shall have been expressly delegated by the Board or these Bylaws to some other officer or agent of the Corporation. The Chief Executive Officer also shall have the power to appoint and remove assistant officers of the Corporation with such titles and duties as he or she may from time to time deem necessary or appropriate.
 
 
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The Chief Executive Officer shall have such other power and authority as is usual, customary and desirable to perform all the duties of the office (including, but not limited to, the approval of payments or arrangements made in connection with the Corporation’s debt, interest, tax, contractual and regulatory obligations) necessary to, and consistent with, the businesses of the Corporation and its subsidiaries. The Chief Executive Officer (and other officers of the Corporation as delegated by the Chief Executive Officer or as authorized in these Bylaws) may delegate the foregoing authorization to other officers, employees and agents of the Corporation by either written authorization (including powers of attorney) or otherwise, unless such authorization is expressly reserved for the Chief Executive Officer or other officer, as applicable.
 
SECTION 8. PRESIDENT
 
The President, if any, shall have general authority over the property, business and affairs of the Corporation, and over all subordinate officers, agents and employees of the Corporation, subject to the control and direction of the Board or the Chief Executive Officer, including the power to sign and acknowledge in the name and on behalf of the Corporation all stock certificates, deeds, mortgages, bonds, contracts or other documents and instruments except when the signing thereof shall be expressly delegated to some other officer or agent by the Board or required by law to be otherwise signed or executed and, unless otherwise provided by law or by the Board, may delegate to any officer, employee or agent of the Corporation authority to sign, execute and acknowledge in his or her place and stead all such documents and instruments.
 
SECTION 9. VICE PRESIDENTS
 
Each Executive Vice President, Senior Vice President and Vice President, if any, shall have such powers and perform such duties as may from time to time be assigned to him or her, directly or indirectly, either generally or in specific instances, by the Board or the Chief Executive Officer.
 
Subject to delegations by the Board or the Chief Executive Officer pursuant to this Article V, each Executive Vice President, Senior Vice President and Vice President shall perform all duties incident to the office of vice president of a corporation and shall have authority to sign or execute, in the name of the Corporation, all stock certificates, deeds, mortgages, bonds, contracts or other documents or instruments, except in cases where the signing or execution thereof shall have been expressly delegated by the Board or these Bylaws to some other officer or agent of the Corporation.
 
SECTION 10. SECRETARY
 
The Secretary shall keep the minutes of meetings of the stockholders and of the Board in books provided for the purpose; he or she shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; he or she shall be custodian of the records and of the corporate seal or seals of the Corporation; he or she shall see that the corporate seal is affixed to all documents requiring same, the execution of which, on behalf of the Corporation, under its seal, is duly authorized, and when said seal is so affixed he or she may attest same; and, in general, he or she shall perform all duties incident to the office of the secretary of a corporation, and such other duties as from time to time may be assigned to him or her directly or indirectly by the Board, the Chief Executive Officer and the President, or as may be provided by law. Any Assistant Secretary may perform any of the duties or exercise any of the powers of the Secretary at the request of, or in the absence or disability of, the Secretary or otherwise as occasion may require in the administration of the business and affairs of the Corporation.
 
 
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SECTION 11. TREASURER
 
The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board taking proper vouchers for such disbursements, and shall render to the President and the Board, at the regular meetings of the Board, or when the Board so requires, an account of all the Treasurer’s transactions as treasurer and of the financial condition of the Corporation. If required by the Board, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office of Treasurer and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.
 
SECTION 12. ABSENCE OR DISABILITY OF OFFICERS
 
In the absence or disability of the Chairman of the Board, the Chief Executive Officer, or the President, the Board or a committee thereof may designate individuals to perform the duties of those absent or disabled.
 
ARTICLE VI
STOCK CERTIFICATES AND TRANSFER THEREOF
 
SECTION 1. STOCK CERTIFICATES
 
Except as otherwise permitted by statute, the Articles of Incorporation or resolution or resolutions of the Board, every holder of stock in the Corporation shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or any Vice President and countersigned by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares, and the class and series thereof, owned by him or her in the Corporation. Any and all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. The Board or the Chief Executive Officer shall determine the form of stock certificate of the Corporation. Unless the Articles of Incorporation provide otherwise, the Board may authorize the issuance of some or all of the shares of any or all of the Corporation’s classes or series of capital stock without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the Corporation.
 
 
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SECTION 2. TRANSFER OF STOCK
 
Transfer of shares of the capital stock of the Corporation shall be made only on the books (whether physically or electronically) of the Corporation by the holder thereof, or by his or her attorney duly authorized, and on surrender of the certificate or certificates for such shares. A person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof as regards the Corporation, and the Corporation shall not, except as expressly required by statute, be bound to recognize any equitable or other claim to, or interest in, such shares on the part of any other person whether or not it shall have express or other notice thereof.
 
SECTION 3. TRANSFER AGENTS AND REGISTRARS
 
The Board may appoint responsible companies from time to time to act as transfer agents and registrars of the stock of the Corporation, as may be required by and in accordance with applicable laws, rules and regulations. If the Board appoints a transfer agent and registrar, then, except as otherwise provided by the Board in respect of temporary certificates, no certificates for shares of capital stock of the Corporation shall be valid unless countersigned by such transfer agent and registered by such registrar.
 
SECTION 4. ADDITIONAL REGULATIONS
 
The Board may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the capital stock of the Corporation.
 
SECTION 5. LOST, STOLEN OR DESTROYED CERTIFICATES
 
The Board may provide for the issuance of new certificates of stock to replace certificates of stock lost, stolen or destroyed, or alleged to be lost, stolen or destroyed, upon such terms and in accordance with such procedures as the Board or the Chief Executive Officer shall deem proper and prescribe.
 
ARTICLE VII
DIVIDENDS, SURPLUS, ETC.
 
Except as otherwise provided by statute or the Articles of Incorporation, the Board may declare dividends upon the shares of its capital stock either (1) out of its surplus; or (2) in case there shall be no surplus, out of its net profits for the fiscal year, whenever, and in such amounts as, in its opinion, the condition of the affairs of the Corporation shall render it advisable. Dividends may be paid in cash, in property or in shares of the capital stock of the Corporation. No distribution may be made if, after giving effect to the distribution, (a) the Corporation would not be able to pay indebtedness of the Corporation as the indebtedness becomes due in the usual course of business; or (b) the Corporation’s total assets would be less than the sum of its total liabilities plus, unless the Articles of Incorporation permit otherwise, the amount that would be needed if the Corporation were to be dissolved at the time of the distribution to satisfy the preferential rights upon dissolution of stockholders whose preferential rights on dissolution are superior to those receiving the distribution.
 
 
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ARTICLE VIII
SEAL
 
The Corporation may have a corporate seal that shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Maryland.” The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
 
ARTICLE IX
FISCAL YEAR
 
The fiscal year of the Corporation shall begin on the first day of January of each year, or on such other day as may be fixed from time to time by the Board.
 
ARTICLE X
INDEMNIFICATION
 
SECTION 1. RIGHT TO INDEMNIFICATION
 
Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director (as that term is used in this Article X only, to include directors elected or appointed pursuant to Article III of these Bylaws), officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as such a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the full extent authorized by the General Corporation Law of the State of Maryland, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that except as provided in Article X, Section 2 with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of the Corporation.
 
 
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The right to indemnification conferred in this Article X, Section 1 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); further provided, however, that, if the General Corporation Law of the State of Maryland requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director, officer or employee (and not in any other capacity in which service was or is rendered by such indemnitee while a director, officer or employee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such indemnitee is not entitled to be indemnified under this Section 1, or otherwise.
 
SECTION 2. RIGHT OF INDEMNITEE TO BRING SUIT
 
If a claim under Section 1 of this Article X is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the indemnitee shall be entitled to be paid the expense of prosecuting such suit. The indemnitee shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking, if any is required, has been tendered to the Corporation), and thereafter the Corporation shall have the burden of proof to overcome the presumption and prove that the indemnitee is not so entitled. Neither the failure of the Corporation (including its Board, independent legal counsel or its stockholders), to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including its Board, independent legal counsel or its stockholders) that the indemnitee is not entitled to indemnification, shall be a defense to the suit or create a presumption that the indemnitee is not so entitled.
 
SECTION 3. NONEXCLUSIVITY OF RIGHTS
 
The rights to indemnification and to the advancement of expenses conferred in this Article X shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
 
SECTION 4. INSURANCE, CONTRACTS AND FUNDING
 
The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Maryland. The Corporation may enter into contracts with any indemnitee in furtherance of the provisions of this Article and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.
 
 
18

 
 
SECTION 5. MAJORITY OWNED SUBSIDIARIES
 
Any person who is or was serving as a director of a majority owned subsidiary of the Corporation shall be deemed, for purposes of this Article only, to be a director, officer or employee of the Corporation entitled to indemnification under this Article.
 
SECTION 6. INDEMNIFICATION OF AGENTS OF THE CORPORATION
 
The Corporation may, by action of the Board from time to time, grant rights to indemnification and advancement of expenses to agents of the Corporation with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of directors, officers and employees of the Corporation.
 
ARTICLE XI
CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
 
SECTION 1. CHECKS, DRAFTS, BANK ACCOUNTS
 
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall, from time to time, be determined by resolution of the Board. No loans shall be contracted on behalf of the Corporation unless authorized by the Board. Such authority may be general or confined to specific circumstances.
 
SECTION 2. DEPOSITS
 
All funds of the Corporation shall be deposited, from time to time, to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, agent or agents of the Corporation to whom such power may, from time to time, be delegated by the Board; and for the purpose of such deposit, the appropriate officer or agent to whom such power may be delegated by the Board, may endorse, assign and deliver checks, drafts and other order for the payment of money which are payable to the order of the Corporation.
 
ARTICLE XII
AMENDMENTS
 
Unless otherwise provided in the Articles of Incorporation, these Bylaws may be altered or repealed, and new Bylaws may be made, by the affirmative vote, at any meeting of the Board, of a majority of the entire Board. These Bylaws may also be amended or repealed by the affirmative vote of the holders of record of a majority in number of shares of the outstanding stock of the Corporation present or represented at any meeting of the stockholders and entitled to vote thereon, provided that notice of the proposed action be included in the notice of such meeting.
 
 
19

 
 
ARTICLE XIII
MISCELLANEOUS
 
All references and uses herein of the masculine pronouns “he” or “his” shall have equal applicability to and shall also mean their feminine counterpart pronouns, such as “she” or “her.”
 
* * * * *
 
 
 
20

 
 
Exhibit 4.1
 

(In form of certificate, two-sided)
 

Newsearch, Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO 25,000,000 SHARES OF COMMON STOCK AUTHORIZED, $.001 PAR VALUE
 
NUMBER---------  SHARES----------
 
CUSIP
 
This certifies that is the owner of
 
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF  Newsearch, Inc.
 
Transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are subject to the laws of the State of Colorado, and to the Certificate of Incorporation and Bylaws by the Corporation, as now or hereafter amended. This certificate is not valid unless countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the signature of its duly authorized officers.
 
DATED
 
(Seal as follows: "NEWSEARCH, INC. CORPORATE SEAL, COLORADO")
 
/S/ JOEY SMITH
PRESIDENT
/S/ RHETT NIELSON
SECRETARY

 
Countersigned and Registered
 
AMERICAN SECURITIES TRANSFER & TRUST
12039 West Alameda Parkway
Suite Z-2
Lakewood, CO 80228
 
By: ---------------------------------------
        AUTHORIZED SIGNATURE
 
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
 
TEN COM - as tenants in common
 
 
UNIF GIFT   MIN ACT  - CUSTODIAN –
 
TEN NET - as tenants by the entireties
 
 
                          (Minor)          (Cust) 
 
JT TEN - as joint tenants with right of under survivorship and not as tenants in common
 
Uniform Gifts to Minors
ACT_________________________
                            (State)

 
Additional abbreviations may also be used though not in the above list.
 
For Value Received, ______________ hereby sell, assign and transfer unto
 
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________________________________
 
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
 
_______________________________________________________________________Shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint_________________________________Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
 

Dated___________________
 
 
NOTICE: SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERNATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, BROKER OR ANY OTHER ELIGIBLE GUARANTOR INSTITUTION THAT IS AUTHORIZED TO DO SO UNDER THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (STAMP) UNDER RULES PROMULGATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION.
 

 
 
Exhibit 4.2

PROMISSORY NOTE
 

$100,000.00
 
January 20 th , 2008

 
FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation (“Maker”) promises to pay to the order of Profit Consultants Inc (“Lender”), at its principal office, or at such other place as may be designated in writing by the holders of this Promissory Note (“Note”), the principal sum of ONE HUNDRED THOUSAND 00/100 DOLLARS ($100,000.00) (the “Principal Sum”). The unpaid Principal Sum shall bear interest at 7.5% per annum and shall be due in twelve (12) months.
 
All payments to be made under this Note shall be payable in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment.
 
In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys’ fees, court costs, and such other sums as the court may establish.
 
In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.
 
Every provision hereof is intended to be several. If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.
 
This Note is made in the State of Colorado and it is mutually agreed that Colorado law shall apply to the interpretation of the terms and conditions of this Note.
 
All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder. If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law. This provision shall never be superseded or waived.
 
The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.
 
IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.
 
 
GLOBAL CLEAN ENERGY, INC.
 
 
By:  /s/ Kenneth Adessky                                   
Kenneth Adessky, 
C.F.O
 


 

Exhibit 4.3
 
PROMISSORY NOTE
 
April 25 th , 2008
$125,000.00  
 
 
FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation (“Maker”) promises to pay to the order of Profit Consultants Inc (“Lender”), at its principal office, or at such other place as may be designated in writing by the holders of this Promissory Note (“Note”), the principal sum of ONE HUNDRED TWENTY FIVE THOUSAND 00/100 DOLLARS ($125,000.00) (the “Principal Sum”). The unpaid Principal Sum shall bear interest at 7.5% per annum and shall be due in twelve (12) months.
 
All payments to be made under this Note shall be payable in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment.
 
In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys’ fees, court costs, and such other sums as the court may establish.
 
In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.
 
Every provision hereof is intended to be several. If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.
 
This Note is made in the State of Maryland and it is mutually agreed that Maryland law shall apply to the interpretation of the terms and conditions of this Note.
 
All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder. If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law. This provision shall never be superseded or waived.
 
The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.
 
IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.
 
 
GLOBAL CLEAN ENERGY, INC.
 
 
By:   /s/ Kenneth Adessky                                    
Kenneth Adessky, CFO
 
 
 
 

 
 
Exhibit 4.4
 
PROMISSORY NOTE
 
 
$145,000.00
 
July 10 th , 2008
 
 
FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation (“Maker”) promises to pay to the order of Clean Energy Funding, Inc. (“Lender”), at its principal office, or at such other place as may be designated in writing by the holders of this Promissory Note (“Note”), the principal sum of ONE HUNDRED FORTY FIVE THOUSAND 00/100 DOLLARS ($145,000.00) (the “Principal Sum”). The unpaid Principal Sum shall bear interest at 7.5% per annum and shall be due in twelve (12) months.
 
All payments to be made under this Note shall be payable in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment.
 
In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys’ fees, court costs, and such other sums as the court may establish.
 
In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.
 
Every provision hereof is intended to be several. If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.
 
This Note is made in the State of Texas and it is mutually agreed that Texas law shall apply to the interpretation of the terms and conditions of this Note.
 
All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder. If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law. This provision shall never be superseded or waived.
 
The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.
 
IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.
 
 
GLOBAL CLEAN ENERGY, INC.
 
 
By:                                                         
Kenneth Adessky,  
C.F.O
 
 
 
 

 
 
Exhibit 4.5
 
PROMISSORY NOTE
 
     
$80,000.00
 
August 15 th , 2008
 
 
FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation (“Maker”) promises to pay to the order of Vision Capital Partners AA., Ltd. (“Lender”), at its principal office, or at such other place as may be designated in writing by the holders of this Promissory Note (“Note”), the principal sum of EIGHTY THOUSAND 00/100 DOLLARS ($80,000.00) (the “Principal Sum”). The unpaid Principal Sum shall bear interest at 7.5% per annum and shall be due in twelve (12) months.
 
All payments to be made under this Note shall be payable in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment.
 
In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys’ fees, court costs, and such other sums as the court may establish.
 
In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.
 
Every provision hereof is intended to be several. If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.
 
This Note is made in the State of Maryland and it is mutually agreed that Maryland law shall apply to the interpretation of the terms and conditions of this Note.
 
All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder. If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law. This provision shall never be superseded or waived.
 
The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.
 
IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.
 
 
GLOBAL CLEAN ENERGY, INC.
 
 
By: /s/ Kenneth Adessky
Kenneth Adessky,
C.F.O
 
 
 
 

 
 
Exhibit 4.6

PROMISSORY NOTE
 
 
$30,000.00 CND  May 15 th , 2009
 
 
FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation ("Maker") promises to pay to the order of Sylvain McMahon ("Lender"), at his principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note"), the principal sum of THIRTY THOUSAND 00/100 CANADIAN DOLLARS ($30,000.00 CDN) (the "Principal Sum").  The unpaid Principal Sum shall bear interest at 7.5% per annum payable annually and shall be due in twenty-four (24) months.

All payments to be made under this Note shall be payable in lawful money of the Canada which shall be legal tender for public and private debts at the time of payment.

In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys' fees, court costs, and such other sums as the court may establish.

In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.

Every provision hereof is intended to be several.  If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.

This Note is made in the Province of Quebec and it is mutually agreed that Quebec law shall apply to the interpretation of the terms and conditions of this Note.

All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event what­soever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder.  If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law.  This provision shall never be superseded or waived.

The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.

IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.


                                GLOBAL CLEAN ENERGY, INC.


                                By:   /s/ Kenneth Adessky                                  
Kenneth Adessky,
C.F.O



 
 
 
 
Exhibit 4.7

PROMISSORY NOTE

 
$25,000.00  Cdn  September 15, 2009
 
 
FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation ("Maker") promises to pay to the order of Mario Nadeau. ("Lender"), at its principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note"), the principal sum of TWENTY FIVE THOUSAND 00/100 DOLLARS ($25,000.00) (the "Principal Sum").  The unpaid Principal Sum shall bear interest at 7.0% per annum and shall be due in twelve (12) months.

All payments to be made under this Note shall be payable in lawful money of the Canada which shall be legal tender for public and private debts at the time of payment, or at the option of the Lender may convert into common stock of the Maker such unpaid balance at their sole and complete discretion. The conversion factor shall be equal to the quoted bid price of the common stock during the five consecutive trading days prior to the Lender providing to the Maker a Conversion Notice, or one cent ($0.01)per share, whichever is the greater amount.

In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys' fees, court costs, and such other sums as the court may establish.

In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.

Every provision hereof is intended to be several.  If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.

This Note is made in the State of Maryland and it is mutually agreed that Maryland law shall apply to the interpretation of the terms and conditions of this Note.

All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event what­soever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder.  If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law.  This provision shall never be superseded or waived.

The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.

IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.


                                 GLOBAL CLEAN ENERGY, INC.


                                By:  /s/ Kenneth S. Adessky                                        
                                       Kenneth Adessky, CFO                                    
 
 
 
 

 

Exhibit 4.8
 
PROMISSORY NOTE
 
 
$16,220.00 October 14, 2009

 
FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation ("Maker") promises to pay to the order of Eastveld Realties Inc.. ("Lender"), at its principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note"), the principal sum of SIXTEEN THOUSAND TWO HUNDRED TWENTY 00/100 DOLLARS ($16,220.00) (the "Principal Sum").  The unpaid Principal Sum shall bear interest at 7.0% per annum and shall be due in twelve (12) months.

All payments to be made under this Note shall be payable in lawful money of the Canada which shall be legal tender for public and private debts at the time of payment, or at the option of the Lender may convert into common stock of the Maker such unpaid balance at their sole and complete discretion. The conversion factor shall be equal to the quoted bid price of the common stock during the five consecutive trading days prior to the Lender providing to the Maker a Conversion Notice, or one cent ($0.01)per share, whichever is the greater amount.
 
In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys' fees, court costs, and such other sums as the court may establish.

In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.

Every provision hereof is intended to be several.  If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.

This Note is made in the State of Maryland and it is mutually agreed that Maryland law shall apply to the interpretation of the terms and conditions of this Note.

All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event what­soever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder.  If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law.  This provision shall never be superseded or waived.

The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.

IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.


                                 GLOBAL CLEAN ENERGY, INC.


                                By:  /s/ Kenneth S. Adessky                       
                                       Kenneth Adessky, CFO     
 
 
 
 
                                   
 
Exhibit 4.9
 
PROMISSORY NOTE
 
 
$5,000.00  October 14, 2009

 
FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation ("Maker") promises to pay to the order of Jay- Kar Financial Inc.. ("Lender"), at its principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note"), the principal sum of FIVE THOUSAND 00/100 DOLLARS ($5,000.00) (the "Principal Sum").  The unpaid Principal Sum shall bear interest at 7.0% per annum and shall be due in twelve (12) months.

All payments to be made under this Note shall be payable in lawful money of the Canada which shall be legal tender for public and private debts at the time of payment, or at the option of the Lender may convert into common stock of the Maker such unpaid balance at their sole and complete discretion. The conversion factor shall be equal to the quoted bid price of the common stock during the five consecutive trading days prior to the Lender providing to the Maker a Conversion Notice, or one cent ($0.01)per share, whichever is the greater amount.

In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys' fees, court costs, and such other sums as the court may establish.

In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.

Every provision hereof is intended to be several.  If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.

This Note is made in the State of Maryland and it is mutually agreed that Maryland law shall apply to the interpretation of the terms and conditions of this Note.

All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event what­soever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder.  If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law.  This provision shall never be superseded or waived.

The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.

IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.


                                 GLOBAL CLEAN ENERGY, INC.


                                By:  /s/ Kenneth S. Adessky                                     
                                       Kenneth Adessky, CFO                                       
 
 
 
 
 
 
Exhibit 4.10
 
PROMISSORY NOTE
 
 
$25,000.00  Cdn  October 16, 2009
 

FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation ("Maker") promises to pay to the order of Mario Nadeau. ("Lender"), at its principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note"), the principal sum of TWENTY FIVE THOUSAND 00/100 DOLLARS ($25,000.00) (the "Principal Sum").  The unpaid Principal Sum shall bear interest at 7.0% per annum and shall be due in twelve (12) months.

All payments to be made under this Note shall be payable in lawful money of the Canada which shall be legal tender for public and private debts at the time of payment, or at the option of the Lender may convert into common stock of the Maker such unpaid balance at their sole and complete discretion. The conversion factor shall be equal to the quoted bid price of the common stock during the five consecutive trading days prior to the Lender providing to the Maker a Conversion Notice, or one cent ($0.01)per share, whichever is the greater amount.

In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys' fees, court costs, and such other sums as the court may establish.

In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.

Every provision hereof is intended to be several.  If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.

This Note is made in the State of Maryland and it is mutually agreed that Maryland law shall apply to the interpretation of the terms and conditions of this Note.

All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event what­soever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder.  If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law.  This provision shall never be superseded or waived.
 
 
 

 

The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.

IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.


                                 GLOBAL CLEAN ENERGY, INC.


                                By:  /s/ Kenneth S. Adessky                             
                                       Kenneth Adessky, CFO                                       
 
 
 
 
 
Exhibit 4.11

PROMISSORY NOTE

 
$20,000.00 CND November 4 th , 2009
 

FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation ("Maker") promises to pay to the order of Sylvain McMahon ("Lender"), at his principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note"), the principal sum of TWENTY THOUSAND 00/100 CANADIAN DOLLARS ($20,000.00 CDN) (the "Principal Sum").  The unpaid Principal Sum shall bear interest at 7.5% per annum payable annually and shall be due in twenty-four (24) months.

All payments to be made under this Note shall be payable in lawful money of the Canada which shall be legal tender for public and private debts at the time of payment.

In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys' fees, court costs, and such other sums as the court may establish.

In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.

Every provision hereof is intended to be several.  If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.

This Note is made in the Province of Quebec and it is mutually agreed that Quebec law shall apply to the interpretation of the terms and conditions of this Note.

All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event what­soever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder.  If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law.  This provision shall never be superseded or waived.

The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.

IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.


                                GLOBAL CLEAN ENERGY, INC.

 

                                By:  (s) Kenneth Adessky                                
                                       Kenneth Adessky,
                                       C.F.O



 
 
 
Exhibit 4.12

PROMISSORY NOTE
 
 
$50,000.00 January 21, 2013
 

FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation ("Maker") promises to pay to the order of 7068778 Canada Inc. ("Lender"), at his principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note"), the principal sum of Fifty THOUSAND 00/100 DOLLARS ($50,000.00) (the "Principal Sum").  The unpaid Principal Sum shall bear interest at 7.5% per annum and shall be due in twelve (12) months.

All payments to be made under this Note shall be payable in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment, or at the option of the Lender may convert into common stock of the Maker such unpaid balance at their sole and complete discretion. The conversion factor shall be equal to the quoted bid price of the common stock during the five consecutive trading days prior to the Lender providing to the Maker a Conversion Notice.

In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys' fees, court costs, and such other sums as the court may establish.

In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.

Every provision hereof is intended to be several.  If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.

This Note is made in the Province of Quebec and it is mutually agreed that Quebec law shall apply to the interpretation of the terms and conditions of this Note.

All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event what­soever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder.  If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law.  This provision shall never be superseded or waived.

The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.

IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.


                                GLOBAL CLEAN ENERGY, INC.

 
(s) Kenneth Adessky
                                By:_________________



 
 
 
 
Exhibit 4.13

PROMISSORY NOTE
 
April 1, 2013
$75,000.00
 

FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation ("Maker") promises to pay to the order of 7068778 Canada Inc. ("Lender"), at his principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note"), the principal sum of Seventy Five THOUSAND 00/100 DOLLARS ($50,000.00) (the "Principal Sum").  The unpaid Principal Sum shall bear interest at 7.5% per annum and shall be due in twelve (12) months.

All payments to be made under this Note shall be payable in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment, or at the option of the Lender may convert into common stock of the Maker such unpaid balance at their sole and complete discretion. The conversion factor shall be equal to the quoted bid price of the common stock during the five consecutive trading days prior to the Lender providing to the Maker a Conversion Notice.

In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys' fees, court costs, and such other sums as the court may establish.

In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.

Every provision hereof is intended to be several.  If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.

This Note is made in the Province of Quebec and it is mutually agreed that Quebec law shall apply to the interpretation of the terms and conditions of this Note.

All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event what­soever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder.  If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law.  This provision shall never be superseded or waived.

The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.

IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.


                                GLOBAL CLEAN ENERGY, INC.


 

 
(s) Kenneth Adessky
                                By:_________________



 
 
 
 
Exhibit 4.14

PROMISSORY NOTE
 
May 1, 2013
$15,000.00
 
 

FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation ("Maker") promises to pay to the order of Kenneth Adessky ("Lender"), at his principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note"), the principal sum of Fifteen Thousand THOUSAND 00/100 DOLLARS ($15,000.00)  (the "Principal Sum").  The unpaid Principal Sum shall bear interest at 7.5% per annum and shall be due in twelve (12) months.

All payments to be made under this Note shall be payable in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment, or at the option of the Lender may convert into common stock of the Maker such unpaid balance at their sole and complete discretion. The conversion factor shall be equal to the quoted bid price of the common stock during the five consecutive trading days prior to the Lender providing to the Maker a Conversion Notice or ten cents ($0.10) per share whichever is the greater.

In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys' fees, court costs, and such other sums as the court may establish.

In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.

Every provision hereof is intended to be several.  If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.

This Note is made in the Province of Quebec and it is mutually agreed that Quebec law shall apply to the interpretation of the terms and conditions of this Note.

All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event what­soever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder.  If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law.  This provision shall never be superseded or waived.

The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.

IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.


                                GLOBAL CLEAN ENERGY, INC.


 

(s) Kenneth Adessky
                                By:_________________



 
 
 
 
Exhibit 4.15

PROMISSORY NOTE

July 11, 2013
$100,000.00
 

FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation ("Maker") promises to pay to the order of 7068778 Canada Inc. ("Lender"), at his principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note"), the principal sum of One Hundred THOUSAND 00/100 DOLLARS ($100,000.00) (the "Principal Sum").  The unpaid Principal Sum shall bear interest at 7.5% per annum and shall be due in twelve (12) months.

All payments to be made under this Note shall be payable in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment, or at the option of the Lender may convert into common stock of the Maker such unpaid balance at their sole and complete discretion. The conversion factor shall be equal to the quoted bid price of the common stock during the five consecutive trading days prior to the Lender providing to the Maker a Conversion Notice.

In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys' fees, court costs, and such other sums as the court may establish.

In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.

Every provision hereof is intended to be several.  If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.

This Note is made in the Province of Quebec and it is mutually agreed that Quebec law shall apply to the interpretation of the terms and conditions of this Note.

All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event what­soever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder.  If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law.  This provision shall never be superseded or waived.

The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.

IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.


                                GLOBAL CLEAN ENERGY, INC.

 


/s/ Kenneth Adessky
                                By:_________________



 
Exhibit 4.16

PROMISSORY NOTE

November 1, 2013
$100,000.00


FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation ("Maker") promises to pay to the order of 7068778 Canada Inc. ("Lender"), at his principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note"), the principal sum of One Hundred THOUSAND 00/100 DOLLARS ($100,000.00) (the "Principal Sum").  The unpaid Principal Sum shall bear interest at 7.5% per annum and shall be due in twelve (12) months.

All payments to be made under this Note shall be payable in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment, or at the option of the Lender may convert into common stock of the Maker such unpaid balance at their sole and complete discretion. The conversion factor shall be equal to the quoted bid price of the common stock during the five consecutive trading days prior to the Lender providing to the Maker a Conversion Notice.

In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys' fees, court costs, and such other sums as the court may establish.

In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.

Every provision hereof is intended to be several.  If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.

This Note is made in the Province of Quebec and it is mutually agreed that Quebec law shall apply to the interpretation of the terms and conditions of this Note.

All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event what­soever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder.  If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law.  This provision shall never be superseded or waived.

The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.

IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.


                                GLOBAL CLEAN ENERGY, INC.

 


/s/ Kenneth Adessky
                                By:_________________



 
 
 
Exhibit 4.17

PROMISSORY NOTE

February 20, 2014
$50,000.00


FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation ("Maker") promises to pay to the order of 7068778 Canada Inc. ("Lender"), at his principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note"), the principal sum of Fifty THOUSAND 00/100 DOLLARS ($50,000.00) (the "Principal Sum").  The unpaid Principal Sum shall bear interest at 7.5% per annum and shall be due in twelve (12) months.

All payments to be made under this Note shall be payable in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment, or at the option of the Lender may convert into common stock of the Maker such unpaid balance at their sole and complete discretion. The conversion factor shall be equal to the quoted bid price of the common stock during the five consecutive trading days prior to the Lender providing to the Maker a Conversion Notice.

In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys' fees, court costs, and such other sums as the court may establish.

In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.

Every provision hereof is intended to be several.  If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.

This Note is made in the Province of Quebec and it is mutually agreed that Quebec law shall apply to the interpretation of the terms and conditions of this Note.

All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event what­soever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder.  If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law.  This provision shall never be superseded or waived.

The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.

IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.


                                GLOBAL CLEAN ENERGY, INC.

 


(s) Kenneth Adessky
                                By:_________________



 
 
 
 
Exhibit 4.18

PROMISSORY NOTE

April 15, 2014
$75,000.00


FOR VALUE RECEIVED , the undersigned Global Clean Energy, Inc., a Maryland corporation ("Maker") promises to pay to the order of 7068778 Canada Inc. ("Lender"), at his principal office, or at such other place as may be designated in writing by the holders of this Promissory Note ("Note"), the principal sum of Seventy Five THOUSAND 00/100 DOLLARS ($75,000.00) (the "Principal Sum").  The unpaid Principal Sum shall bear interest at 7.5% per annum and shall be due in twelve (12) months.

All payments to be made under this Note shall be payable in lawful money of the United States of America which shall be legal tender for public and private debts at the time of payment, or at the option of the Lender may convert into common stock of the Maker such unpaid balance at their sole and complete discretion. The conversion factor shall be equal to the quoted bid price of the common stock during the five consecutive trading days prior to the Lender providing to the Maker a Conversion Notice.

In the event that an action is instituted to collect this Note, or any portion thereof, Maker promises to pay all costs of collection, including but not limited to reasonable attorneys' fees, court costs, and such other sums as the court may establish.

In the event of a default under this Note when due, then the holder of this Note, at its election, may declare the entire unpaid Principal Sum due and payable.

Every provision hereof is intended to be several.  If any provision of this Note is determined, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions hereof, which shall remain binding and enforceable.

This Note is made in the Province of Quebec and it is mutually agreed that Quebec law shall apply to the interpretation of the terms and conditions of this Note.

All agreements between the holder of this Note and Maker are hereby expressly limited so that in no contingency or event what­soever, whether by reason of deferment or acceleration of the maturity of this Note or otherwise, shall the rate of interest hereunder exceed the maximum permissible under applicable law with respect to the holder.  If, from any circumstances whatsoever, the rate of interest resulting from the payment and/or accrual of any amount of interest hereunder, at any time that payment of interest is due and/or at any time that interest is accrued, shall exceed the limits prescribed by such applicable law, then the payment and/or accrual of such interest shall be reduced to that resulting from the maximum rate of interest permissible under such applicable law.  This provision shall never be superseded or waived.

The makers, endorsers, and/or guarantors of this Note do hereby severally waive presentment, demand, protest and notices of protest, demand, dishonor and nonpayment.

IN WITNESS WHEREOF , this instrument is executed as of the date first hereinabove set forth.


                                GLOBAL CLEAN ENERGY, INC.


 

(s) Kenneth Adessky
                                By:_________________



 
 
 
Exhibit 10.1
 
NEWSEARCH, INC.
(D.B.A. GLOBAL CLEAN ENERGY, INC.)
 
2007 STOCK INCENTIVE PLAN
 
This 2007 Stock Incentive Plan (the “Plan”) is adopted in consideration for services rendered and to be rendered to Newsearch, Inc. (d.b.a. Global Clean Energy, Inc.).
 
1. Definitions .
 
The terms used in this Plan shall, unless otherwise indicated or required by the particular context, have the following meanings:
 
Agreement : The written agreement (and any amendment or supplement thereto) between the Company and an Eligible Person designating the terms and conditions of an Award.
 
Award : Any Option, Restricted Stock or Restricted Stock Unit, together with any other right or interest granted to a Participant pursuant to this Plan.
 
Board : The Board of Directors of Newsearch, Inc.
 
Change in Control : (i) The acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) of the beneficial ownership of more than fifty percent of the outstanding securities of the Company; (ii) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; (iii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iv) a complete liquidation or dissolution of the Company; or (v) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such merger.
 
Code : The Internal Revenue Code of 1986, as amended, from time to time, including regulations thereunder and successor provisions and regulations thereto.
 
Common Stock : The Common Stock of Newsearch, Inc.
 
Company : Newsearch, Inc. (d.b.a. Global Clean Energy, Inc.), a corporation incorporated under the laws of Colorado, and any successors in interest by merger, operation of law, assignment or purchase of all or substantially all of the property, assets or business of the Company.
 
Continuous Status : The employment by, or relationship with, the Company or any Related Company is not interrupted or terminated. The Board, at its sole discretion, may determine whether Continuous Status shall be considered interrupted due to personal or other mitigating circumstances, including leaves of absence.
 
Date of Grant: The date on which an Option is granted under the Plan.
 
Eligible Person : Officers and Employees and other persons who provide services to the Company or any Related Company, including directors of the Company or any Related Company, or any other person to whom the Board or the Option Committee shall determine that it is in the best interests of the Company or any Related Company to grant an Award or Awards.
 
 
1

 
 
Employee : An Employee is an employee of the Company or any Related Company.
 
Exchange Act: The Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto.
 
Exercise Price : The price per share of Common Stock or Preferred Stock, as applicable, payable upon exercise of an Option.
 
Fair Market Value: Fair Market Value of a share of Common Stock or Preferred Stock, as applicable, shall be the closing price of a share on the date of calculation (or on the last preceding trading day if shares were not traded on such date) if the shares are readily tradable on a national securities exchange or other market system, and if the shares are not readily tradable, Fair Market Value shall be determined, in good faith, by the Option Committee.
 
Incentive Stock Options (“ISOs”) : An Option granted with the intention that it qualify as an incentive stock option within the meaning of Section 422 of the Code or any successor provision thereto.
 
Non-Incentive Stock Options (“Non-ISOs”) : Options that are not intended to qualify as “Incentive Stock Options” under Section 422 of the Code or any successor provision thereto.
 
Option : The rights granted to an Eligible Person to purchase Common Stock or Preferred Stock pursuant to the terms and conditions of an Agreement.
 
Option Committee : The Plan shall be administered by the Option Committee that shall consist of the Board or a committee of the Board as the Board may time to time designate.
 
Option Shares : The shares of Common Stock or Preferred Stock underlying an Option granted to an Eligible Person.
 
Optionee: An Eligible Person who has been granted an Option.
 
Participant : A person who has been granted an Option, Restricted Stock or a Restricted Stock Unit that remains outstanding, including a person who is no longer an Eligible Person.
 
Preferred Stock : The Preferred Stock of Newsearch, Inc., including the rights and preferences of the Preferred Stock as shall be determined by the Board of Directors in accordance with the Company’s Articles of Incorporation, as may be amended from time to time.
 
Related Company : Any subsidiary of the Company and any other business venture in which the Company has a significant interest as determined in the discretion of the Option Committee.
 
Restricted Stock: An Award of shares of Common Stock or Preferred Stock granted to a Participant pursuant to Section 15, subject to any restrictions and conditions as are established pursuant to such Section 15.
 
Restricted Stock Unit : A right, granted to a Participant pursuant to Section 15, to receive Common Stock, Preferred Stock, cash or a combination thereof at the end of a specified deferral period.
 
Rule 16b-3 : Rule 16b-3, promulgated by the SEC under Section 16 of the Exchange Act, as from time to time in effect and applicable to this Plan.
 
 
2

 
 
Securities Act : The Securities Act of 1933, as amended from time to time, including rules thereunder and successor provisions and rules thereto.
 
2. Purpose and Scope .
 
(a) The purpose of this Plan is to advance the interests of the Company and its stockholders by affording Eligible Persons an opportunity for investment in the Company and the incentive advantages inherent in stock ownership in this Company.
 
(b) This Plan authorizes the Option Committee to grant Options to purchase shares of Common Stock or Preferred Stock to Eligible Persons selected by the Option Committee while considering criteria such as employment position or other relationship with the Company, duties and responsibilities, ability, productivity, length of service or association, morale, interest in the Company, recommendations by supervisors, and other matters.
 
3. Administration of the Plan . The Plan shall be administered by the Option Committee. The Option Committee shall have the authority granted to it under this section and under each other section of the Plan. The Option Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted pursuant to the Plan. Such Awards may be granted either alone, in addition to, or in tandem with, any other type of Award.
 
In accordance with and subject to the provisions of the Plan and Rule 16b-3, the Option Committee shall select the Eligible Persons to receive Awards, shall determine (i) the number of shares of Common Stock, Preferred Stock, Restricted Stock or Restricted Stock Units to be subject to each Award; (ii) the time at which each Award is to be granted; (iii) the extent to which the transferability of shares of Common Stock or Preferred Stock issued or transferred pursuant to any Award is restricted; (iv) the Fair Market Value of the Common Stock or the Preferred Stock (which shall include the Fair Market Value of any underlying Common Stock that the Preferred Stock may be convertible into); (v) whether to accelerate the time of exercisability of any Award that has been granted; (vi) the period or periods and extent of exercisability of the Options; and (vii) the manner in which an Option becomes exercisable. In addition, the Option Committee shall fix such other terms of each Option, Restricted Stock Award and Restricted Stock Units as the Option Committee may deem necessary or desirable. The Option Committee shall determine the form, terms and provisions of each Agreement to evidence each Award (which need not be identical).
 
The Option Committee from time to time may adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company. The Option Committee shall keep minutes of its meetings and those minutes shall be available to every member of the Board.
 
All actions taken and all interpretations and determinations made by the Option Committee in good faith (including determinations of Fair Market Value) shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Option Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, and all members of the Option Committee shall, in addition to rights they may have if Directors of the Company, be fully protected by the Company with respect to any such action, determination or interpretation.
 
4. The Common Stock . The Board is authorized to appropriate, issue and sell for the purposes of the Plan, and the Option Committee is authorized to grant Options, Restricted Stock and Restricted Stock Units with respect to, a total number, not in excess of 5,000,000 shares of Common Stock, including all shares of Common Stock underlying any Awards involving Preferred Stock, either treasury or authorized but unissued, as adjusted pursuant to Section 16. All or any unsold shares subject
 
 
3

 

to an Option, Restricted Stock or Restricted Stock Units that for any reason expires or otherwise terminates may again be made subject to Options, Restricted Stock or Restricted Stock Units under the Plan.
 
5. Eligibility . Options that are intended to qualify as ISOs will be granted only to Employees. Eligible Persons may hold more than one Option under the Plan and may hold Options under the Plan and options granted pursuant to other plans or otherwise, and may hold Restricted Stock and Restricted Stock Units under the Plan.
 
6. Option Price . The Exercise Price for the Option Shares shall be established by the Option Committee or shall be determined by a method established by the Option Committee; provided that the Exercise Price to be paid by Optionees for the Option Shares that are intended to qualify as ISOs, shall not be less than 100 percent of the Fair Market Value of the Option Shares on the Date of Grant (or, in the case of an individual who owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company, 110 percent of the Fair Market Value of the Option Shares on the Date of Grant).
 
7. Duration and Exercise of Options .
 
(a) The option period shall commence on the Date of Grant and shall be as set by the Option Committee, but not to exceed 10 years in length.
 
(b) The Option Committee may determine whether any Option shall be exercisable in installments only; if the Option Committee determines that an Option shall be exercisable in installments, it shall determine the number of installments and the percentage of the Option exercisable at each installment date. All such installments shall be cumulative.
 
(c) The Option Committee shall establish and set forth in each Agreement that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, after a termination of Continuous Status, any of which provisions may be waived or modified by the Option Committee at any time, provided that any such waiver or modification shall satisfy the requirements for exemption under Section 409A of the Code.
 
(d) Each Option shall be exercised in whole or in part by delivering to the Company (or to a brokerage firm designated or approved by the Company) of written notice of the number of shares with respect to which the Option is to be exercised and by paying in full the Exercise Price for the Option Shares purchased as set forth in Section 8; provided, that an Option may not be exercised in part unless the aggregate purchase price for the Option Shares purchased is at least $1,000.00.
 
(e) No Option may be granted under this Plan until the Plan is approved by the shareholders of the Company as provided in Section 17 below.
 
8. Payment for Option Shares . If the aggregate purchase price of the Option Shares purchased by any Optionee at one time exceeds $1,000.00, the Option Committee may permit all or part of the Exercise Price for the Option Shares to be paid by delivery to the Company for cancellation shares of the Company’s Common Stock or Preferred Stock owned by the Optionee with an aggregate Fair Market Value as of the date of payment equal to the portion of the Exercise Price for the Option Shares that the Optionee does not pay in cash. In the case of all other Option exercises, the Exercise Price shall be paid in cash or check upon exercise of the Option, except that the Option Committee may permit an Optionee to elect to pay the Exercise Price upon the exercise of an Option by authorizing a third party broker-dealer in securities approved by the Option Committee to sell some or all of the Option Shares
 
 
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acquired upon exercise of an Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.
 
9. Relationship to Employment or Position . Nothing contained in the Plan, or in any Option, Restricted Stock Award or Restricted Stock Units granted pursuant to the Plan, shall confer upon any Participant any right with respect to continuance of employment by, or other relationship with, the Company, or interfere in any way with the right of the Company to terminate the Participant’s employment as an Employee or other position or relationship, at any time.
 
10. Nontransferability of Option . Except as otherwise provided by the Option Committee, no Option granted under the Plan shall be transferable by the Optionee, either voluntarily or involuntarily, except by will or the laws of descent and distribution.
 
11. Rights as a Stockholder . No person shall have any rights as a shareholder with respect to any share covered by an Option until that person shall become the holder of record of such share and, except as provided in Section 16, no adjustments shall be made for dividends or other distributions or other rights as to which there is an earlier record date.
 
12. Securities Laws Requirements . No Option Shares shall be issued unless and until, in the opinion of the Company, any applicable registration requirements of the Securities Act of 1933, as amended, any applicable listing requirements of any securities exchange on which stock of the same class is then listed, and any other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery, have been fully complied with. Each Option and each Option Share certificate may be imprinted with legends reflecting federal and state securities laws, restrictions and conditions, and the Company may comply therewith and issue “stop transfer” instructions to its transfer agent and registrar in good faith without liability.
 
13. Disposition of Shares . Each Optionee, as a condition of exercise, shall represent, warrant and agree, in a form of written certificate approved by the Company, as follows: (a) that all Option Shares are being acquired solely for his own account and not on behalf of any other person or entity; (b) that no Option Shares will be sold or otherwise distributed in violation of the Securities Act of 1933, as amended, or any other applicable federal or state securities laws; (c) that he will report all sales of Option Shares to the Company in writing on a form prescribed by the Company; and (d) that if he is subject to reporting requirements under Section 16(a) of the Exchange Act, (i) he will not violate Section 16(b) of the Exchange Act, (ii) he will furnish the Company with a copy of each Form 4 and Form 5 filed by him or her, and (iii) he will timely file all reports required under the federal securities laws.
 
Each Optionee shall immediately notify the Company in writing of any sale, transfer, assignment or other disposition (or action constituting a disqualifying disposition within the meaning of Section 421 of the Code) of any shares of Common Stock or Preferred Stock acquired through exercise of an ISO, within two years after the grant of such ISO or within one year after the acquisition of such shares, setting forth the date and manner of disposition, the number of shares disposed of and the price at which such shares were disposed. The Company shall be entitled to withhold from any compensation or other payments then or thereafter due to the Optionee such amounts as may be necessary to satisfy any withholding requirements of federal or state law or regulation and, further, to collect from the Optionee any additional amounts which may be required for such purpose. The Company may, in its discretion, require shares of Common Stock or Preferred Stock acquired by an Optionee upon exercise of an ISO to be held in an escrow arrangement for the purpose of enabling compliance with the provisions of this section.
 
 
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14. Incentive Stock Options . To the extent that the aggregate Fair Market Value of Common Stock or Preferred Stock with respect to which ISO’s are exercisable for the first time by a Participant during any calendar year exceeds $100,000 or, if different, the maximum limitation in effect at the Date of Grant under the Code (the Fair Market Value being determined as of the Date of Grant for the Option), such portion in excess of $100,000 shall be treated as Non-ISO’s.
 
15. Restricted Stock and Restricted Stock Units .
 
(a) Restricted Stock. The Option Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions:
 
i. Grant and Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Option Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Option Committee may determine at the date of grant or thereafter. During the restricted period applicable to the Restricted Stock, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant.
 
ii. Certificates for Stock. Restricted Stock granted under this Plan may be evidenced in such manner as the Option Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Option Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.
 
iii. Dividends and Splits. As a condition to the grant of an Award of Restricted Stock, the Option Committee may require or permit a Participant to elect that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock or applied to the purchase of additional Awards under this Plan. Unless otherwise determined by the Option Committee, stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such stock or other property has been distributed.
 
(b) Restricted Stock Units. The Option Committee is authorized to grant Restricted Stock Units to Participants, which are rights to receive Common Stock or Preferred Stock at the end of a specified deferral period, subject to the following terms and conditions:
 
i. Award and Restrictions. Settlement of an Award of Restricted Stock Units shall occur upon expiration of the deferral period specified for such Restricted Stock Unit by the Option Committee (or, if permitted by the Option Committee, as elected by the
 
 
6

 
 
Participant). In addition, Restricted Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as the Option Committee may impose, if any, which restrictions may lapse at the expiration of the deferral period or at earlier specified times (including based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, as the Option Committee may determine. Restricted Stock Units shall be satisfied by the delivery of cash or Common Stock or Preferred Stock in the amount equal to the Fair Market Value for the specified number of shares of Common Stock or Preferred Stock covered by the Restricted Stock Units, or a combination thereof, as determined by the Option Committee at the date of grant or thereafter.
 
ii. Dividend Equivalents. Unless otherwise determined by the Option Committee at date of grant, Dividend Equivalents on the specified number of shares of Common Stock or Preferred Stock covered by an Award of Restricted Stock Units shall be either (a) paid with respect to such Restricted Stock Units on the dividend payment date in cash or in shares of unrestricted Common Stock or unrestricted Preferred Stock having a Fair Market Value equal to the amount of such dividends, or (b) deferred with respect to such Restricted Stock Units and the amount or value thereof automatically deemed reinvested in additional Restricted Stock Units, other Awards or other investment vehicles, as the Option Committee shall determine or permit the Participant to elect.
 
(c) Waiver of Restrictions. The Option Committee, in its sole discretion, may waive the repurchase or forfeiture period and any other terms, conditions, or restrictions on any Restricted Stock or Restricted Stock Units under such circumstances and subject to such terms and conditions as the Option Committee shall deem appropriate; provided, however, that the Option Committee may not adjust performance goals for any Restricted Stock or Restricted Stock Units intended to be exempt under Section 162(m) of the Code for the year in which the Restricted Stock or Restricted Stock Unit is settled in such a manner as would increase the amount of compensation otherwise payable to a Participant.
 
16. Change in Stock, Adjustments, Etc . In the event that each of the outstanding shares of Common Stock or Preferred Stock (other than shares held by dissenting shareholders which are not changed or exchanged) should be changed into, or exchanged for, a different number or kind of shares of stock or other securities of the Company, or, if further changes or exchanges of any stock or other securities into which the Common Stock or Preferred Stock shall have been changed, or for which it shall have been exchanged, shall be made (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividends, reclassification, split-up, combination of shares or otherwise), then appropriate adjustment shall be made by the Option Committee to the aggregate number and kind of shares subject to this Plan, and the number and kind of shares and the price per share subject to outstanding Options, Restricted Stock and Restricted Stock Units as provided in the respective Agreements in order to preserve, as nearly as practical, but not to increase, the benefits to Participants.
 
17. Effective Date of Plan; Termination Date of Plan . The Plan shall be deemed effective June 11, 2007; provided, however, final approval of the Plan will be subject to approval of the Company’s shareholders. No Options, Restricted Stock or Restricted Stock Units shall be exercisable under this Plan, or transferable, until such time as the Plan is approved by the Company’s shareholders. The Plan shall terminate at midnight on June 10, 2017, except as to Options previously granted and outstanding under the
 
 
7

 
 
Plan at that time. No Options, Restricted Stock and Restricted Stock Units shall be granted after the date on which the Plan terminates. The Plan may be abandoned or terminated at any earlier time by the Board, except with respect to any Options, Restricted Stock and Restricted Stock Units then outstanding under the Plan.
 
18. Withholding Taxes . The Company, or any Related Company, may take such steps as it may deem necessary or appropriate for the withholding of any taxes which the Company, or any Related Company, is required by any law or regulation or any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with any Award including, but not limited to, the withholding of all or any portion of any payment or the withholding of issuance of Option Shares or Restricted Stock.
 
19. Change in Control.
 
In the event of a Change in Control of the Company, (a) the Option Committee, in its discretion, may, at any time an Award is granted, or at any time thereafter, accelerate the time period relating to the exercise or realization of any Options, Restricted Stock and Restated Stock Units; and (b) with respect to Options, Restricted Stock and Restricted Stock Units, the Option Committee in its sole discretion may, at any time an Award is granted, or at any time thereafter, take one or more of the following actions, which may vary among individual Participants: (i) provide for the purchase of an Option, Restricted Stock and Restricted Stock Units for an amount of cash or other property that could have been received upon the exercise of the Option, Restricted Stock and Restricted Stock Unit had the Option been currently exercisable; (ii) adjust the terms of the Awards in a manner determined by the Option Committee to reflect the Change in Control; (iii) cause the Awards to be assumed, or new rights substituted therefor, by another entity, through the continuance of the Plan and the assumption of outstanding Options, Restricted Stock and Restricted Stock Units, or the substitution for such Options, Restricted Stock and Restricted Stock Units of comparable value covering shares of a successor corporation, with appropriate adjustments as to the number and kind of shares and exercise prices, in which event the Plan and such Options, Restricted Stock and Restricted Stock Units, or the new options and rights substituted therefor, shall continue in the manner and under the terms so provided; (iv) accelerate the time at which Options then outstanding may be exercised so that such Options may be exercised for a limited period of time on or before a specified date fixed by the Option Committee, after which specified date, all unexercised Options and all rights of Optionees thereunder shall terminate; or (v) make such other provision as the Committee may consider equitable.
 
20. Amendment .
 
(a) The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made that would impair the right of a Participant under an outstanding Agreement. In addition, no such amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required by law or agreement.
 
(b) The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any Participant without the Participant’s consent.
 
(c) Subject to the above provisions, the Board shall have authority to amend the Plan to take into account changes in law and tax and accounting rules as well as other developments, and to grant Awards which qualify for beneficial treatment under such rules without shareholder approval.
 
 
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21. Other Provisions .
 
(a) The use of a masculine gender in the Plan shall also include within its meaning the feminine, and the singular may include the plural, and the plural may include the singular, unless the context clearly indicates to the contrary.
 
(b) Any expenses of administering the Plan shall be borne by the Company.
 
(c) This Plan shall be construed to be in addition to any and all other compensation plans or programs. Neither the adoption of the Plan by the Board nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power or authority of the Board to adopt such other additional incentive or other compensation arrangements as the Board may deem necessary or desirable.
 
(d) The validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and the rights of any and all personnel having or claiming to have an interest therein or thereunder shall be governed by and determined exclusively and solely in accordance with the laws of the State of Colorado.
 
 
* * * * * * * *
 
 
 
 
 
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Exhibit 10.2

LICENSE ASSIGNMENT AGREEMENT

This LICENSE ASSIGNMENT AGREEMENT is made as of December 15th 2006.

BY:
ENVIROCLEAN ENERGY CORPORATION, incorporated in accordance with the laws of the State of Delaware, having its principal place of business at 6040 Upshaw, Suite 105, Humble, Texas 77396, represented by Randy Renken, duly authorized as he so declares;
 
(Hereinafter the "Assignor")
   
AND
 
   
BETWEEN:
 
 
NEWSEARCH INC., incorporated in accordance with the laws of the State of Colorado, having its principal place of business at 4150 Sainte-Catherine Street West, suite 525, Montreal, Quebec H3Z 2Y5, represented by John Grob, duly authorized as he so declares;
 
(Hereinafter the "Assignee,")
   
 
(hereinafter collectively referred to as the "Parties").

WHEREAS BioConversion Technology LLC (hereinafter "BCT") is the proprietor and owner of a license for a patented pyrolytic steam reforming "gasification" technology (hereinafter referred to as the "Technology");

WHEREAS the patented pyrolytic steam reforming Technology operates in the absence of air or oxygen and features a thermo-chemical conversion chamber designed to convert carbonaceous fuel (aka: feed material, such as MSW, agricultural and wood wastes, used tires, industrial fluff, low-quality coal, etc.) to syngas through pyrolysis followed by steam reforming;

WHEREAS the Technology method and apparatus were patented in the United States by Robert E. Klepper on March 8th 2005, under patent number 6,863,878;

WHEREAS by Letter Agreement dated June 8th 2006, BCT assigned and licensed to EnviroClean Energy Corporation (hereinafter "ECE") all technologies and future upgrades of said Technology for the development of projects with UK Coal, British Nuclear Fuels, National Industrial Symbiosis Program, CMP and/or Chateauguay Metal Products or any future entities to be registered by ECE ;

WHEREAS the Assignor agrees to assign and license all title, rights and interest in said Technology and the related patent, as well as any future upgrades to the Assignee, who desires to obtain ownership of same from the Assignor;

 
 

 

IT IS THEREFORE AGREED between Assignor and Assignee as follows:

1.
The preamble shall form part of the foregoing Agreement;
   
2.
In consideration of 375,000 common shares of Newsearch Inc., representing a price of $150,000.00 at a conversion par value of $0.40 per share, receipt of which is hereby acknowledged, Assignor does hereby assign unto Assignee, its successors and assigns, Assignor's entire right, title and interest, whether now owned or existing or hereafter acquired, in and to the Technology, including but not limited to any renewals and/or extensions thereof in the Technology and all variations or any other derivative or similar, and all rights corresponding thereto throughout the world.
   
3.
Assignor hereby covenants with Assignee and its successors and assigns that Assignor has the rights in and to the Technology and related patent, and that as such, it has good right to transfer same to Assignee;
   
4.
Assignor retains no right to use the Technology, in whole or in part, except for the benefit of Assignee and at Assignee's request; all decisions concerning use of the Technology are at Assignee's sole discretion;
   
5.
Assignor agrees to take all actions and cooperate as is necessary to protect the rights including the patent of the Technology and further agrees to execute any documents that might be necessary to perfect Assignee's ownership of rights in the Technology and to registration thereof without further remuneration;
   
6.
This Agreement shall be governed by the laws of the State of Delaware, United States Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts and laws of the State of Delaware and the Parties consent to personal jurisdiction in these courts;
   
7.
This Agreement constitutes the entire Agreement between the Parties hereto for the transfer of rights in and to the Technology, and supersedes and prior oral or written agreement or understanding between the parties related to the same; the Agreement may not be modified or amended except by subsequent writing signed by both Parties hereto;

 
IN WITHNESS WHEREOF and intended to by legally bound by, the Parties hereunder set their signature the day and year written above.

ASSIGNOR:
 
ASSIGNEE:
 
       
EnviroClean Energy Corporation
 
Newsearch Inc.
 
       
/s/ Randy Renken
 
/s/ John Grob
 
Per: Randy Renken
 
Per: John Grob
 


 
 

 
 
Exhibit 10.3
 
SUBSCRIPTION AGREEMENT
 
Global Clean Energy, Inc.
3095 S. Parker Road, Suite 200
Aurora, CO 80014
 
Gentlemen and Ladies:
 
The undersigned desires to exchange and convert all of the outstanding principal and interest owed to Vision Capital Partners AA Ltd. (“Vision Capital”) by Global Clean Energy, Inc., a Maryland corporation (the “Company”), pursuant to that certain Promissory Note, dated March 21, 2007, executed by the Company (the “Promissory Note”), for shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). In order to induce the Company to authorize the conversion and enter into this Subscription Agreement, Vision Capital has agreed to provide certain representations, warranties, and obligations to the Company as follows.
 
1. Subscription
 
Subject to and in accordance with the terms and conditions of this Subscription Agreement, the undersigned hereby offers to purchase 107,500 shares of Common Stock (the “Shares”). The undersigned hereby delivers to the Company the full purchase price of $107,500 (the “Purchase Price”) for the Shares in the form of cancelling all principal and interest outstanding under the Promissory Note and surrendering the Promissory Note to the Company for cancellation.
 
2. Representations and Warranties of the Undersigned
 
(a) The undersigned hereby represents and warrants to, and agrees with, the Company as follows:
 
  (i)   the undersigned can bear the economic risk of losing the undersigned’s entire investment;
 
  (ii)   the undersigned is acquiring the Shares for its own account and not with a view to, or for resale in connection with, a distribution of the Shares in violation of the Securities Act of 1933, as amended (the “1933 Act”);
 
  (iii)   the undersigned’s overall commitments to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Shares will not cause such overall commitments to become excessive;
 
  (iv)   the undersigned’s financial condition is such that the undersigned is under no present or contemplated future need to dispose of any portion of the Shares to satisfy any existing or contemplated undertaking, need or indebtedness;
 
  (v)   the undersigned has adequate means of providing for the undersigned’s current needs and personal contingencies and has no need for liquidity in the undersigned’s investment in the Shares; and
 
  (vi)   the undersigned has sufficient knowledge and experience in business and financial matters to evaluate, and has evaluated, the merits and risks of this investment.
 
 
 

 
 
(b) The address set forth below on the signature page of this Subscription Agreement is the undersigned’s true and correct principal office, and the undersigned has no present intention of relocating its principal office to any other state or jurisdiction.
 
(c) The undersigned is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the 1933 Act because the undersigned meets one of the following criteria (if the undersigned is not an “accredited investor”, place an “X” in the following blank:  _____  ):
 
  (i)   An individual with a net worth, individually or jointly with the undersigned’s spouse, of $1,000,000; or
 
  (ii)   An individual with income in excess of $200,000 in each of the two most recent years, or joint income with the undersigned’s spouse in excess of $300,000 in each of those years, and the undersigned has a reasonable expectation of reaching the same income level in the current year; or
 
  (iii)   An individual who is an officer or director of the Company; or
 
  (iv)   A corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or
 
  (v)   A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D, as promulgated under the 1933 Act; or
 
  (vi)   An entity in which all of the equity owners are accredited investors; or
 
  (vii)   A bank as defined in section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(a)(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; or
 
 
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  (viii)   A private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.
 
(d) The undersigned confirms that all documents, records and books pertaining to an investment in the Shares that have been requested by the undersigned have been made available or delivered to the undersigned. Without limiting the foregoing, the undersigned has reviewed the Company’s public filings with the Securities and Exchange Commission and any other documents requested and received by the undersigned, and the undersigned has had the opportunity to discuss the acquisition of the Shares with the Company. The undersigned has obtained or been given access to all information concerning the Company that the undersigned has requested. As a result of its review of the Company, including the review of the materials provided to the undersigned, the undersigned understands, among other things, the following: (a) the Company has limited financial resources; (b) the Company began its current operations on or about November 2006; and (c) the Company has not earned or received any revenues since it began its current operations. The undersigned further represents that the undersigned is cognizant of the operations, financial condition and capitalization of the Company, has read and understood all risk factors in the Company’s most recent Report on Form 10-KSB for fiscal year ended December 31, 2006, and has available full information concerning the Company’s affairs to evaluate the merits and risks of an investment in the Shares.
 
(e) The undersigned has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms of an investment in the Shares and to receive additional information necessary to verify the accuracy of the information delivered to the undersigned.
 
(f) The undersigned understands that the issuance of the Shares has not been registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings and no U.S. federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the offering of the Shares.
 
(g) The undersigned acknowledges that, in making the decision to purchase the Shares, it has relied solely upon independent investigations made by it.
 
(h) The undersigned has the full right, power and authority to enter into this Subscription Agreement and to carry out and consummate the transactions herein. This Subscription Agreement constitutes the legal, valid and binding obligation of the undersigned.
 
(i) The undersigned represents that an investment in the Shares is a suitable investment for the undersigned.
 
(j) The undersigned acknowledges and is aware that the following legend will be imprinted on the certificate(s) representing the Common Stock:
 
 
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“THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND ARE ‘RESTRICTED SECURITIES’ AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY THROUGH REASONABLE MEANS AS DETERMINED BY THE COMPANY, INCLUDING AN OPINION OF SELLER’S COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.”
 
(k) The undersigned acknowledges and is aware of the following, in addition to other information included in the information provided to the undersigned:
 
  (i)   The Shares constitute a speculative investment and involve a high degree of risk of loss by the undersigned of the undersigned’s total investment.
 
  (ii)   There are substantial restrictions on the transferability of the Shares.
 
(l) The undersigned understands and agrees that the Company is relying upon the accuracy, completeness, and truth of the undersigned’s representations, warranties, agreements, and certifications contained in this Subscription Agreement, in determining the undersigned’s suitability as an investor in the Company and in establishing compliance with federal and state securities laws. The undersigned understands that any incomplete, inaccurate, or untruthful response, or the breach of the undersigned’s representations, warranties, agreements, or certifications may result in the undersigned or the Company, or both, being in violation of federal or state securities laws, and any person, including the Company, who suffers damage as a result may have a claim against the undersigned for damages. The undersigned also acknowledges that the undersigned is indemnifying the Company and others for any such losses in accordance with Section 3 of this Subscription Agreement.
 
(m) The undersigned acknowledges and agrees that it will be responsible for any and all tax consequences to the undersigned that may result from exchanging the Promissory Note for the Shares.
 
The foregoing representations and warranties are true and accurate in all material respects as of the date hereof and shall survive the delivery of the subscription amount and the completed Subscription Agreement.
 
3. Indemnification
 
Both the Company and the undersigned acknowledge and understand the meaning and legal consequences of the representations, warranties, agreements, and certifications contained above, and the Company and the undersigned hereby agree to indemnify and hold harmless the other party (including, without limitation, its respective managers, officers, directors, representatives and agents) from and against any and all loss, damage, or liability due to or arising out of a breach of any representation, warranty, agreement, or certification, or the inaccuracy of any statement, of the Company or the undersigned, as the case may be, contained in this Subscription Agreement or any other document submitted by the Company or the undersigned in connection with the undersigned’s subscription for the Shares. The foregoing notwithstanding, nothing in this Subscription Agreement, including the representations, warranties, agreements and certifications contained above, shall be deemed to constitute a waiver of any rights that the undersigned may have under the 1933 Act and other federal and state securities laws.
 
 
-4-

 

4. Miscellaneous
 
(a) This Subscription Agreement may be executed in one or more counterparts all of which taken together shall constitute a single instrument.
 
(b) This Subscription Agreement shall be governed and construed as binding upon the parties hereto, and their respective successors, and no other person shall have any right or obligation hereunder. This subscription shall be irrevocable, and may not be assigned by the undersigned. Subject to the foregoing, this Subscription Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the undersigned.
 
(c) This Subscription Agreement constitutes the entire agreement between the undersigned and the Company with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements between the undersigned and the Company with respect to the subject matter of this Agreement.
 
(d) This Subscription Agreement will be construed and enforced in accordance with and governed by the laws of the State of Maryland, except for matters arising under the 1933 Act, without reference to principles of conflicts of law.
 
With such full understandings and acknowledgements, the undersigned does hereby affirm the undersigned’s subscription to purchase the Shares. The undersigned does further acknowledge the undersigned’s understandings of all the terms and provisions of this Subscription Agreement and, upon acceptance of this Subscription Agreement by the Company, agrees to be bound by all the terms and conditions of this Subscription Agreement.
 
[Signature page follows]
 

 
-5-

 
 
SIGNATURE PAGE
 
Date:                                                                                                                                           
 
                                                                                                                                                   
Printed Name of Entity
 
By:                                                                                                                                              
Signature
 
                                                                                                                                                   
Printed Name and Title
 
 
                                                                                                                                                                                                                                                                 
Address
 
                                                                                                                                                                                                                                                                 
City, State, Postal or Zip Code, Country
 
 
                                                                                                                                                   
Tax Identification Number
 
 
This subscription is accepted by Global Clean Energy, Inc. on this  _____  day of  _____  , 2008.
 
GLOBAL CLEAN ENERGY, INC.
 
By:                                                                                                      
Name:   _____________________
Title:   ______________________
 
 
 
 
-6-

 
 
Exhibit 10.4
 
SUBSCRIPTION AGREEMENT
 
Global Clean Energy, Inc.
3095 S. Parker Road, Suite 200
Aurora, CO 80014
 
Gentlemen and Ladies:
 
The undersigned desires to exchange and convert all of the outstanding principal and interest owed to Profit Consultants, Inc. (“Profit Consultants”) by Global Clean Energy, Inc., a Maryland corporation (the “Company”), pursuant to that certain Promissory Note, dated August 16, 2007, executed by the Company (the “Promissory Note”), for shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). In order to induce the Company to authorize the conversion and enter into this Subscription Agreement, Profit Consultants has agreed to provide certain representations, warranties, and obligations to the Company as follows.
 
1. Subscription
 
Subject to and in accordance with the terms and conditions of this Subscription Agreement, the undersigned hereby offers to purchase 78,300 shares of Common Stock (the “Shares”). The undersigned hereby delivers to the Company the full purchase price of $78,300 (the “Purchase Price”) for the Shares in the form of cancelling all principal and interest outstanding under the Promissory Note and surrendering the Promissory Note to the Company for cancellation.
 
2. Representations and Warranties of the Undersigned
 
(a) The undersigned hereby represents and warrants to, and agrees with, the Company as follows:
 
           (i)           the undersigned can bear the economic risk of losing the undersigned’s entire investment;
 
           (ii)         the undersigned is acquiring the Shares for its own account and not with a view to, or for resale in connection with, a distribution of the Shares in violation of the Securities Act of 1933, as amended (the “1933 Act”);
 
           (iii)        the undersigned’s overall commitments to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Shares will not cause such overall commitments to become excessive;
 
           (iv)        the undersigned’s financial condition is such that the undersigned is under no present or contemplated future need to dispose of any portion of the Shares to satisfy any existing or contemplated undertaking, need or indebtedness;
 
           (v)         the undersigned has adequate means of providing for the undersigned’s current needs and personal contingencies and has no need for liquidity in the undersigned’s investment in the Shares; and
 
           (vi)        the undersigned has sufficient knowledge and experience in business and financial matters to evaluate, and has evaluated, the merits and risks of this investment.
 
 
 

 
 
(b) The address set forth below on the signature page of this Subscription Agreement is the undersigned’s true and correct principal office, and the undersigned has no present intention of relocating its principal office to any other state or jurisdiction.
 
(c) The undersigned is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the 1933 Act because the undersigned meets one of the following criteria (if the undersigned is not an “accredited investor”, place an “X” in the following blank:  _____  ):
 
           (i)          An individual with a net worth, individually or jointly with the undersigned’s spouse, of $1,000,000; or
 
           (ii)         An individual with income in excess of $200,000 in each of the two most recent years, or joint income with the undersigned’s spouse in excess of $300,000 in each of those years, and the undersigned has a reasonable expectation of reaching the same income level in the current year; or
 
           (iii)        An individual who is an officer or director of the Company; or
 
           (iv)       A corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or
 
           (v)         A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D, as promulgated under the 1933 Act; or
 
           (vi)        An entity in which all of the equity owners are accredited investors; or
 
           (vii)       A bank as defined in section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(a)(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; or
 
           (viii)      A private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.
 
 
-2-

 
 
(d) The undersigned confirms that all documents, records and books pertaining to an investment in the Shares that have been requested by the undersigned have been made available or delivered to the undersigned. Without limiting the foregoing, the undersigned has reviewed the Company’s public filings with the Securities and Exchange Commission and any other documents requested and received by the undersigned, and the undersigned has had the opportunity to discuss the acquisition of the Shares with the Company. The undersigned has obtained or been given access to all information concerning the Company that the undersigned has requested. As a result of its review of the Company, including the review of the materials provided to the undersigned, the undersigned understands, among other things, the following: (a) the Company has limited financial resources; (b) the Company began its current operations on or about November 2006; and (c) the Company has not earned or received any revenues since it began its current operations. The undersigned further represents that the undersigned is cognizant of the operations, financial condition and capitalization of the Company, has read and understood all risk factors in the Company’s most recent Report on Form 10-KSB for fiscal year ended December 31, 2006, and has available full information concerning the Company’s affairs to evaluate the merits and risks of an investment in the Shares.
 
(e) The undersigned has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms of an investment in the Shares and to receive additional information necessary to verify the accuracy of the information delivered to the undersigned.
 
(f) The undersigned understands that the issuance of the Shares has not been registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings and no U.S. federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the offering of the Shares.
 
(g) The undersigned acknowledges that, in making the decision to purchase the Shares, it has relied solely upon independent investigations made by it.
 
(h) The undersigned has the full right, power and authority to enter into this Subscription Agreement and to carry out and consummate the transactions herein. This Subscription Agreement constitutes the legal, valid and binding obligation of the undersigned.
 
(i) The undersigned represents that an investment in the Shares is a suitable investment for the undersigned.
 
(j) The undersigned acknowledges and is aware that the following legend will be imprinted on the certificate(s) representing the Common Stock:
 
 
-3-

 

 
“THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND ARE ‘RESTRICTED SECURITIES’ AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY THROUGH REASONABLE MEANS AS DETERMINED BY THE COMPANY, INCLUDING AN OPINION OF SELLER’S COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.”
 
(k) The undersigned acknowledges and is aware of the following, in addition to other information included in the information provided to the undersigned:
 
           (i)            The Shares constitute a speculative investment and involve a high degree of risk of loss by the undersigned of the undersigned’s total investment.
 
           (ii)            There are substantial restrictions on the transferability of the Shares.
 
(l) The undersigned understands and agrees that the Company is relying upon the accuracy, completeness, and truth of the undersigned’s representations, warranties, agreements, and certifications contained in this Subscription Agreement, in determining the undersigned’s suitability as an investor in the Company and in establishing compliance with federal and state securities laws. The undersigned understands that any incomplete, inaccurate, or untruthful response, or the breach of the undersigned’s representations, warranties, agreements, or certifications may result in the undersigned or the Company, or both, being in violation of federal or state securities laws, and any person, including the Company, who suffers damage as a result may have a claim against the undersigned for damages. The undersigned also acknowledges that the undersigned is indemnifying the Company and others for any such losses in accordance with Section 3 of this Subscription Agreement.
 
(m) The undersigned acknowledges and agrees that it will be responsible for any and all tax consequences to the undersigned that may result from exchanging the Promissory Note for the Shares.
 
The foregoing representations and warranties are true and accurate in all material respects as of the date hereof and shall survive the delivery of the subscription amount and the completed Subscription Agreement.
 
3. Indemnification
 
Both the Company and the undersigned acknowledge and understand the meaning and legal consequences of the representations, warranties, agreements, and certifications contained above, and the Company and the undersigned hereby agree to indemnify and hold harmless the other party (including, without limitation, its respective managers, officers, directors, representatives and agents) from and against any and all loss, damage, or liability due to or arising out of a breach of any representation, warranty, agreement, or certification, or the inaccuracy of any statement, of the Company or the undersigned, as the case may be, contained in this Subscription Agreement or any other document submitted by the Company or the undersigned in connection with the undersigned’s subscription for the Shares. The foregoing notwithstanding, nothing in this Subscription Agreement, including the representations, warranties, agreements and certifications contained above, shall be deemed to constitute a waiver of any rights that the undersigned may have under the 1933 Act and other federal and state securities laws.
 
 
-4-

 
 
4. Miscellaneous
 
(a) This Subscription Agreement may be executed in one or more counterparts all of which taken together shall constitute a single instrument.
 
(b) This Subscription Agreement shall be governed and construed as binding upon the parties hereto, and their respective successors, and no other person shall have any right or obligation hereunder. This subscription shall be irrevocable, and may not be assigned by the undersigned. Subject to the foregoing, this Subscription Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the undersigned.
 
(c) This Subscription Agreement constitutes the entire agreement between the undersigned and the Company with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements between the undersigned and the Company with respect to the subject matter of this Agreement.
 
(d) This Subscription Agreement will be construed and enforced in accordance with and governed by the laws of the State of Maryland, except for matters arising under the 1933 Act, without reference to principles of conflicts of law.
 
With such full understandings and acknowledgements, the undersigned does hereby affirm the undersigned’s subscription to purchase the Shares. The undersigned does further acknowledge the undersigned’s understandings of all the terms and provisions of this Subscription Agreement and, upon acceptance of this Subscription Agreement by the Company, agrees to be bound by all the terms and conditions of this Subscription Agreement.
 
[Signature page follows]
 
 
 
-5-

 

SIGNATURE PAGE
 
Date:                                                                                                                                                 
 
                                                                                                                                                          
Printed Name of Entity
 
By:                                                                                                                                                                
Signature
 
                                                                                                                                                          
Printed Name and Title
 
 
                                                                                                                                                                                                                                                                              
Address
 
                                                                                                                                                                                                                                                                               
City, State, Postal or Zip Code, Country
 
 
                                                                                                                                                         
Tax Identification Number
 
 
This subscription is accepted by Global Clean Energy, Inc. on this  _____  day of  _____  , 2008.
 
GLOBAL CLEAN ENERGY, INC.
 
By:                                                                                                  
Name: _____________________           
Title: ______________________                      
 
 
 
 
-6-

 
 
Exhibit 10.5
 
SUBSCRIPTION AGREEMENT
 
Global Clean Energy, Inc.
3095 S. Parker Road, Suite 200
Aurora, CO 80014
 
Gentlemen and Ladies:
 
The undersigned desires to exchange and convert all of the outstanding principal and interest owed to Profit Consultants, Inc. (“Profit Consultants”) by Global Clean Energy, Inc., a Maryland corporation (the “Company”), pursuant to that certain Promissory Note, dated October 20, 2007, executed by the Company (the “Promissory Note”), for shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). In order to induce the Company to authorize the conversion and enter into this Subscription Agreement, Profit Consultants has agreed to provide certain representations, warranties, and obligations to the Company as follows.
 
1. Subscription
 
Subject to and in accordance with the terms and conditions of this Subscription Agreement, the undersigned hereby offers to purchase 77,400 shares of Common Stock (the “Shares”). The undersigned hereby delivers to the Company the full purchase price of $77,400 (the “Purchase Price”) for the Shares in the form of cancelling all principal and interest outstanding under the Promissory Note and surrendering the Promissory Note to the Company for cancellation.
 
2. Representations and Warranties of the Undersigned
 
(a) The undersigned hereby represents and warrants to, and agrees with, the Company as follows:
 
           (i)           the undersigned can bear the economic risk of losing the undersigned’s entire investment;
 
           (ii)          the undersigned is acquiring the Shares for its own account and not with a view to, or for resale in connection with, a distribution of the Shares in violation of the Securities Act of 1933, as amended (the “1933 Act”);
 
           (iii)         the undersigned’s overall commitments to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Shares will not cause such overall commitments to become excessive;
 
           (iv)        the undersigned’s financial condition is such that the undersigned is under no present or contemplated future need to dispose of any portion of the Shares to satisfy any existing or contemplated undertaking, need or indebtedness;
 
           (v)          the undersigned has adequate means of providing for the undersigned’s current needs and personal contingencies and has no need for liquidity in the undersigned’s investment in the Shares; and
 
           (vi)        the undersigned has sufficient knowledge and experience in business and financial matters to evaluate, and has evaluated, the merits and risks of this investment.
 
 
 

 
 
(b) The address set forth below on the signature page of this Subscription Agreement is the undersigned’s true and correct principal office, and the undersigned has no present intention of relocating its principal office to any other state or jurisdiction.
 
(c) The undersigned is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the 1933 Act because the undersigned meets one of the following criteria (if the undersigned is not an “accredited investor”, place an “X” in the following blank:  _____  ):
 
           (i)           An individual with a net worth, individually or jointly with the undersigned’s spouse, of $1,000,000; or
 
           (ii)          An individual with income in excess of $200,000 in each of the two most recent years, or joint income with the undersigned’s spouse in excess of $300,000 in each of those years, and the undersigned has a reasonable expectation of reaching the same income level in the current year; or
 
           (iii)         An individual who is an officer or director of the Company; or
 
           (iv)         A corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or
 
           (v)          A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D, as promulgated under the 1933 Act; or
 
           (vi)        An entity in which all of the equity owners are accredited investors; or
 
           (vii)      A bank as defined in section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(a)(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; or
 
 
-2-

 
 
           (viii)       A private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.
 
(d) The undersigned confirms that all documents, records and books pertaining to an investment in the Shares that have been requested by the undersigned have been made available or delivered to the undersigned. Without limiting the foregoing, the undersigned has reviewed the Company’s public filings with the Securities and Exchange Commission and any other documents requested and received by the undersigned, and the undersigned has had the opportunity to discuss the acquisition of the Shares with the Company. The undersigned has obtained or been given access to all information concerning the Company that the undersigned has requested. As a result of its review of the Company, including the review of the materials provided to the undersigned, the undersigned understands, among other things, the following: (a) the Company has limited financial resources; (b) the Company began its current operations on or about November 2006; and (c) the Company has not earned or received any revenues since it began its current operations. The undersigned further represents that the undersigned is cognizant of the operations, financial condition and capitalization of the Company, has read and understood all risk factors in the Company’s most recent Report on Form 10-KSB for fiscal year ended December 31, 2006, and has available full information concerning the Company’s affairs to evaluate the merits and risks of an investment in the Shares.
 
(e) The undersigned has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms of an investment in the Shares and to receive additional information necessary to verify the accuracy of the information delivered to the undersigned.
 
(f) The undersigned understands that the issuance of the Shares has not been registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings and no U.S. federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the offering of the Shares.
 
(g) The undersigned acknowledges that, in making the decision to purchase the Shares, it has relied solely upon independent investigations made by it.
 
(h) The undersigned has the full right, power and authority to enter into this Subscription Agreement and to carry out and consummate the transactions herein. This Subscription Agreement constitutes the legal, valid and binding obligation of the undersigned.
 
(i) The undersigned represents that an investment in the Shares is a suitable investment for the undersigned.
 
(j) The undersigned acknowledges and is aware that the following legend will be imprinted on the certificate(s) representing the Common Stock:
 
 
-3-

 
 
“THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND ARE ‘RESTRICTED SECURITIES’ AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY THROUGH REASONABLE MEANS AS DETERMINED BY THE COMPANY, INCLUDING AN OPINION OF SELLER’S COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.”
 
(k) The undersigned acknowledges and is aware of the following, in addition to other information included in the information provided to the undersigned:
 
           (i)           The Shares constitute a speculative investment and involve a high degree of risk of loss by the undersigned of the undersigned’s total investment.
 
           (ii)          There are substantial restrictions on the transferability of the Shares.
 
(l) The undersigned understands and agrees that the Company is relying upon the accuracy, completeness, and truth of the undersigned’s representations, warranties, agreements, and certifications contained in this Subscription Agreement, in determining the undersigned’s suitability as an investor in the Company and in establishing compliance with federal and state securities laws. The undersigned understands that any incomplete, inaccurate, or untruthful response, or the breach of the undersigned’s representations, warranties, agreements, or certifications may result in the undersigned or the Company, or both, being in violation of federal or state securities laws, and any person, including the Company, who suffers damage as a result may have a claim against the undersigned for damages. The undersigned also acknowledges that the undersigned is indemnifying the Company and others for any such losses in accordance with Section 3 of this Subscription Agreement.
 
(m) The undersigned acknowledges and agrees that it will be responsible for any and all tax consequences to the undersigned that may result from exchanging the Promissory Note for the Shares.
 
The foregoing representations and warranties are true and accurate in all material respects as of the date hereof and shall survive the delivery of the subscription amount and the completed Subscription Agreement.
 
3. Indemnification
 
Both the Company and the undersigned acknowledge and understand the meaning and legal consequences of the representations, warranties, agreements, and certifications contained above, and the Company and the undersigned hereby agree to indemnify and hold harmless the other party (including, without limitation, its respective managers, officers, directors, representatives and agents) from and against any and all loss, damage, or liability due to or arising out of a breach of any representation, warranty, agreement, or certification, or the inaccuracy of any statement, of the Company or the undersigned, as the case may be, contained in this Subscription Agreement or any other document submitted by the Company or the undersigned in connection with the undersigned’s subscription for the Shares. The foregoing notwithstanding, nothing in this Subscription Agreement, including the representations, warranties, agreements and certifications contained above, shall be deemed to constitute a waiver of any rights that the undersigned may have under the 1933 Act and other federal and state securities laws.
 
 
-4-

 
 
4. Miscellaneous
 
(a) This Subscription Agreement may be executed in one or more counterparts all of which taken together shall constitute a single instrument.
 
(b) This Subscription Agreement shall be governed and construed as binding upon the parties hereto, and their respective successors, and no other person shall have any right or obligation hereunder. This subscription shall be irrevocable, and may not be assigned by the undersigned. Subject to the foregoing, this Subscription Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the undersigned.
 
(c) This Subscription Agreement constitutes the entire agreement between the undersigned and the Company with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements between the undersigned and the Company with respect to the subject matter of this Agreement.
 
(d) This Subscription Agreement will be construed and enforced in accordance with and governed by the laws of the State of Maryland, except for matters arising under the 1933 Act, without reference to principles of conflicts of law.
 
With such full understandings and acknowledgements, the undersigned does hereby affirm the undersigned’s subscription to purchase the Shares. The undersigned does further acknowledge the undersigned’s understandings of all the terms and provisions of this Subscription Agreement and, upon acceptance of this Subscription Agreement by the Company, agrees to be bound by all the terms and conditions of this Subscription Agreement.
 
[Signature page follows]
 
 
 
-5-

 
 
SIGNATURE PAGE
 
Date:                                                                                                                                                 
 
                                                                                                                                                          
Printed Name of Entity
 
By:                                                                                                                                                                
Signature
 
                                                                                                                                                          
Printed Name and Title
 
 
                                                                                                                                                                                                                                                                              
Address
 
                                                                                                                                                                                                                                                                               
City, State, Postal or Zip Code, Country
 
 
                                                                                                                                                         
Tax Identification Number
 
 
This subscription is accepted by Global Clean Energy, Inc. on this  _____  day of  _____  , 2008.
 
GLOBAL CLEAN ENERGY, INC.
 
By:                                                                                                  
Name: _____________________           
Title: ______________________                      
 
 
 
 
 
-6-

 
 
Exhibit 10.6
 
MEMORANDUM OF UNDERSTANDING between UK Coal Mining Limited of Harworth Park, Doncaster, South Yorkshire DN118DB (“UKCML”) and Global Clean Energy Inc. of 2005, 3095 E. Parker Road, Aurora, Colorado 80014 (“GCE”).
 
WHEREAS UKCML has had numerous discussions with GCE concerning a project to remove and separate clay slimes and coal fines from the Prince of Wales mine slurry lagoon.
 
WHEREAS the parties wish to memorialize their understanding, which shall be as follows:
 
1.
 
Prince of Wales
 
1.1
 
GCE will undertake to empty lagoons filled with clay slimes and coal fines mixed with water at the present installation of UKCML of Prince of Wales, by extracting water containing fines and slimes in suspension from the lagoon and separating the coal fines from the slimes and removing the water from the coal fines and converting same into “dry” (total moisture not to exceed 20% and dry ash not to exceed 35%) slurry (“Slurry”) using a proprietary technology acquired by GCE;
 
1.2
 
Once separated GCE will be responsible for transporting and storing the Slurry to a suitable location provided by UKCML at the Prince of Wales site;
 
1.3
 
It is understood and agreed that the Slurry generated will be owned by UKCML and that the location provided by UKCML to GCE will be at no cost whatsoever. The location will remain the property of UKCML. Whilst, GCE will, at no time, be responsible for any environmental issues arising from either the removal of the Slurry, as discussed in Section 1.1, or for the storage of the Slurry at a location to be mutually agreed upon by the parties hereto (“Parties”), GCE and their agents or representative will adhere to safe working practices as stipulated by UKCML. At any time following transportation and storage by GCE, UKCML can take the Slurry for its own use to any site it so wishes;
 
1.4
 
It is agreed that the cost of performing a trial (“Trial”) with respect to the removal of the Slurry would be borne equally by both Parties, and it is estimated that the cost of said Trial will be $100,000 USD. It is expected that the Trial should indicate a recovery of a minimum of 2,000 tonnes of Slurry over a period of six weeks, however, if the amount recovered is less than 2,000 tonnes, then the amount payable by UKCML will be reduced by $10.00/tonne (i.e. if only 1,500 tonnes are recovered, then UKCML’s obligation to pay its $50,000 share would be reduced by $5,000). UKCML’s financial commitment obligation to the Trial will be no more than $50,000, unless otherwise agreed in writing;
 
1.5
 
A costing will be carried out prior to commencement of the project to detail the total cost likely to be encountered. These costings will be provided in good faith in order to agree the reasonable exposure of each party to this agreement. The costing shall include all costs associated with the Trial including but not limited to fuel, water treatment resulting from drying the Slurry, pipework, lifting equipment, transportation of equipment etc.;
 
1.6
 
Additionally, if UKCML agrees that the Trial successful, UKCML would be willing to provide GCE with access to its facilities and services at the Prince of Wales operation for the promotion and sale of the technology to other potential UK clients;
 
 
 

 
 
1.7
 
It is agreed that following a successful Trial UKCML will pay GCE a fee equal to $10.00 USD per tonne for Slurry extracted at Prince of Wales using this technology with GCE responsible for this operation and all costs;
     
1.8
 
Either party may terminate this agreement with a notice period of three months;
     
2.
 
OTHER PROVISIONS
 
2.1
 
The parties agree that they shall use reasonable endeavours to cooperate with each other in order to accomplish the above, which will begin upon a time schedule to be mutually agreed upon;
 
2.2
 
During the Trial process described above, UKCML will not engage or entertain any other offers from any third parties with respect to the contents of this Memorandum of Understanding;
 
2.3
 
Any breaches of existing environmental law or the introduction of any new environmental law relating to the matters contemplated by this Memorandum of Understanding, which results in either party being prevented wholly or in part from performing its obligations under this Memorandum of Understanding, then the affected party will be relieved from all liability in respect of any delay or failure in performing those obligations;
 
2.4
 
This Memorandum of Understanding supersedes any and all other Letters of Understanding or Memorandums of Understanding and can only be amended by mutual consent of the Parties.
 
AND THE PARTIES HAVE SIGNED this 7th day of April 2008;
 
UK COAL MINING LIMITED
 
/s/ P.E. Garner                                                                              
   
     
Per: P.E. Garner 9/4/08
   
 
GLOBAL CLEAN ENERGY INC.
 
/s/ John Grob                                                                               
   
     
Per: John Grob, President
   
 

 
 
Exhibit 10.7
 
MEMORANDUM OF UNDERSTANDING between UK Coal Mining Limited of Harworth Park, Doncaster, South Yorkshire DN118DB (“UKCML”) and Global Clean Energy Inc. of 2005, 3095 S. Parker Road, Aurora, Colorado 80014 (“GCE”).
 
WHEREAS it is intended that discussions relating to an ethanol plant(s) to be based at Kellingley Colliery, near Knottingley, North Yorkshire (the “Reformation Project”).
 
1.
 
The “Reformation Project”
 
1.1
 
GCE shall construct, develop and implement a plant (“Plant”) on land provided by UKCML, which would remain under ownership of UKCML, at a location adjacent to Kellingley Colliery, west of the canal, or at some other location which both parties agree is mutually acceptable. This land shall be used for the implementation of this project, the purpose of which is to thermally treat a suitable coal based feed material into an appropriate fuel for purpose of generating electricity using a gas turbine generator, or any other purpose as required by UKCML, or other potential customers in the surrounding region;
 
1.2
 
It is agreed that thermal treatment Plant to be constructed and implemented would be able to process up to 125 tonnes per day of coal based fuel;
 
1.3
 
The Parties shall agree to determine the feasibility and profitability of a facility capable of processing 1,000 tonnes per day of a coal based fuel, supplied at an agreed specification, for the mutual benefit of the Parties;
 
1.4
 
Once 1.3 has been completed and the thermal treatment Plant processing 125 tonnes per day is fully operational, the Parties shall attempt to develop a facility capable of meeting the criterion of 1.3 above;
 
1.5
 
Either party may terminate this agreement with a notice period of three months.
 
2.
 
OTHER PROVISIONS
 
2.1
 
The parties agree that they shall use reasonable endeavours to cooperate with each other in order to accomplish the above, which will begin upon a time schedule to be mutually agreed upon;
 
2.2
 
During the “Reformation Project” described as above, UKCML will not engage or entertain any other offers from any third parties with respect to the contents of this Memorandum of Understanding;
 
2.3
 
Any breaches of existing environmental law or the introduction of any new environmental law relating to the matters contemplated by this Memorandum of Understanding, which results in either party being prevented wholly or in part from performing its obligations under this Memorandum of Understanding, then the affected party will be relieved from all liability in respect of any delay or failure in performing those obligations;
 
 

 
 
2.4
 
This Memorandum of Understanding supersedes any and all other Letters of Understanding or Memorandums of Understanding and can only be amended by mutual consent of the Parties.
 
AND THE PARTIES HAVE SIGNED this 7th day of April 2008;
 
UK COAL MINING LIMITED
 
/s/ P.E. Garner                                                             
   
     
Per: P.E. Garner 9/4/08
   
 
GLOBAL CLEAN ENERGY INC.
 
/s/ John Grob                                                              
   
     
Per: John Grob, President
   
 

 
 
Exhibit 10.8
 
GLOBAL CLEAN ENERGY
4150 Sainte-Catherine Street West, Suite 525
Montreal, Quebec H3Z 2Y5
(T) (514) 288-8070, (F) (514) 288-8655
 
 
BY MAIL AND TELECOPIER
 
April 24, 2008
 
Louis-Philippe Senecal, Eng.
Project Manager
CASCADES ENGINEERING & PROJECTS INC.
465 Boul. Marie Victorin,
Kinglsey Falls, Quebec J0A 1B0
 
Re: Quote No. 1928, Budget B.
 
Dear Sir,
 
The following is in furtherance to the Budgetary Engineering Quotation submitted to Mr. Philip Azimov of April 15th, 2008.
 
At this time we want to commence with the Phase I, Scope of Work, as is outlined in the proposal, which includes the following requirements:
 
 
 
Project management;
       
 
 
Drafting personnel in order to provide CAD documents of the pump;
       
 
 
The required fabrication services to build the prototypes required;
       
 
 
The proper testing facility in order to perform in house test, including proper documentation and planning for UK coal dredging.
 
We ask that you please advise what you will need to start the project.
 
Yours truly,
 
GLOBAL CLEAN ENERGY INC.
 
/s/ Ken Adessky
 
Per: Kenneth S. Adessky
 
 
Exhibit 10.9
 
ASSIGNMENT AGREEMENT
 
ASSIGNMENT AGREEMENT (THE “AGREEMENT”) entered into to be effective as of this 26th day of June 2008 (the “Effective Date”).
 
BY AND BETWEEN :
 
GLOBAL CLEAN ENERGY INC ., an entity duly incorporated according to law having its head office at 1241 S. Parker Rd. #201, Aurora, Colorado 80014;
     
   
(hereinafter referred to as the “COMPANY”)
     
AND :
 
PHILIP AZIMOV , domiciled and residing at 43 Edgewood, Dollard-Des-Ormeaux, Quebec, H9A 3K6.
     
   
(hereinafter referred to as the “CONSULTANT”)
     
   
(collectively referred to as the “Parties”)
 
WHEREAS on November 25, 2007 the Parties entered into a Memorandum of Agreement (the “Memorandum”) pursuant to which the Consultant was to assist the Company in the consulting, design, development, construction, testing, implementation and patenting of certain aquatic pump technology (the “Technology”) to be owned and used by the Company;
 
WHEREAS CONSULTANT has assisted the Company with the design, construction and testing of the Technology, and a patent application for the Technology has been submitted to the U.S. Patent and Trademark Office and is currently pending; and
 
WHEREAS in accordance with the terms of the Memorandum, the CONSULTANT wishes to assign to the Company any and all of the CONSULTANT’s rights, title and interests in and to the Technology (including any patents, patent reissues, continuations-in-part, revisions, extensions and re-examinations thereof), all related documentation, including, without limitation, all related copyrights, if any, and the exclusive right to enforce the patents in the United States and throughout the world in the sole name of the Company, including all rights to profits and damages by reason of past infringement by any party or parties, including the rights to sue and collect the same for the Company and the Company’s successors and assigns’ own use and benefit, free and clear of any and all liens, encumbrances or third party claims (all of these rights collectively, the “Proprietary Rights”), and the COMPANY wishes to acquire any and all of CONSULTANT’S rights to the Proprietary Rights.
 
 
 

 
 
THE PARTIES HEREBY AGREE AS FOLLOWS:
 
1. CONSULTANT represents and warrants that: (i) CONSULTANT solely owns the Proprietary Rights, and has all rights necessary to assign the Proprietary Rights pursuant to this Agreement; (ii) the Proprietary Rights are free of any liens or encumbrances; (iii) no licenses to, leases of, or rights to use the Proprietary Rights or the Technology have been granted to any third party; and (iv) to the best of his knowledge, CONSULTANT believes that the Technology does not infringe or misappropriate the intellectual property rights of any third party;
 
2. CONSULTANT hereby assigns all of the Proprietary Rights to the Company, and as consideration for CONSULTANT’S assignment of all of the Proprietary Rights, the COMPANY will issue to CONSULTANT 300,000 restricted shares of the COMPANY’S $0.001 par value common stock, with each share of common stock to be valued at ONE DOLLAR AND FIFTY CENTS ($1.50) (U.S.) per share;
 
3. Any and all expenses incurred by CONSULTANT for the design, development, construction, testing, implementation and patenting of the Technology, which are estimated to be approximately $3,200 as June 25, 2008, shall be reimbursed by the COMPANY upon the presentation of the invoices detailing such expenses;
 
4. Upon the assignment of all the Proprietary Rights to the COMPANY, the Proprietary Rights will become the COMPANY’S “Proprietary/Confidential Information” as defined in the June 1, 2007 Nondisclosure Agreement (the “NDA”) by and between the CONSULTANT and the COMPANY, and the Proprietary Rights will be subject to the terms of the NDA;
 
5. CONSULTANT understands and agrees that the Company shall cause the legend set forth below or a legend substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the shares of common stock to be issued to CONSULTANT together with any other legends that may be required by state or federal securities laws:
 
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND ARE ‘RESTRICTED SECURITIES’ AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY THROUGH REASONABLE MEANS AS DETERMINED BY THE COMPANY, INCLUDING AN OPINION OF SELLER’S COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.”
 
 
 

 
 
This Assignment Agreement is entered into on the respective dates set forth below to be effective as of the Effective Date.
 
PHILIP AZIMOV, INDIVIDUALLY
GLOBAL CLEAN ENERGY INC.
           
/s/ Philip Azimov                                                           
               /s/ Kenneth S. Adessky                                                            
Philip Azimov, Individually
By:           Kenneth S. Adessky
Date:    June 26, 2008                                                     Title:       Chief Financial Officer
           
      Date:      June 26, 2008                                                                               
           
 
* * * * *
 
 
Exhibit 10.10

PROFIT CONSULTANTS INC.
6040 Upshaw, Ste. 105
Humble, Texas  77396
Tel: (281) 441-2538



October 18, 2011

GLOBAL CLEAN ENERGY, INC
4150 St Catherine Street West
Suite 525
Montreal. QC H3Z 2Y5

Attention; Kenneth S. Adessky


RE: Convertible Promissory Note Dated January 31, 2010


Dear Sir,

As you are aware you executed a Convertible Promissory Note to our company for the sum of One Hundred Sixteen Thousand Dollars plus interest at 7.5% on January 31, 2010 which was in payment of our original loan of One Hundred Thousand Dollars on January 20, 2008.

As stated in the Convertible Promissory Note we hereby request repayment by way of conversion into common stock of your company. We believe the conversion should represent 8,812,000 common shares based on the repayment of the Loan as of today’s date of $132,000.00 and the bid price for the last 5 days of $0.015.

We thank you for your co-operation and remain

Yours Truly,

PROFIT CONSULTANTS INC .

(s) John Bentivoglio


Per;  John Bentivoglio

 
 
Page 1  of 1
 
 

 
Exhibit 10.11

CLEAN ENERGY FUNDING INC.
6040 Upshaw, Ste. 105
Humble, Texas  77396
Tel: (281) 441-2538



July 15, 2012     

GLOBAL CLEAN ENERGY, INC
4150 St Catherine Street West
Suite 525
Montreal. QC H3Z 2Y5

Attention; Kenneth S. Adessky


RE: Convertible Promissory Note Dated April 25, 2011

Dear Sir,

As you are aware you executed a Convertible Promissory Note to our company for the sum of ONE HUNDRED EIGHTY THOUSAND ONE HUNDRED THIRTY THREE  00/100 DOLLARS ($180,133.00) which was to bear interest at 7.5% per annum and shall be due in twelve (12) months, which was in payment of our original loan of One Hundred  Forty Five Thousand Dollars plus interest made on July 10, 2008.


As stated in the Convertible Promissory Note we hereby request repayment by way of conversion into common stock of your company. We believe the conversion should represent 27,663,283 common shares based on the repayment of the Loan as of today’s date of ONE HUNDRED NINETY THREE THOUSAND SIX HUNDRED FORTY THREE  00/100 DOLLARS ($193,643.00) at the bid price for the last 5 days being $0.007

Please have the stock issued.
We thank you for your co-operation and remain

Yours Truly,

CLEAN ENERGY FUNDING  INC .

(s) Randy Renken

Per; Randy Renken

 
 
 
Page 1 of 1
 
 
 
Exhibit 10.12

MARIO NADEAU
1630 rue Richelieu
Beloeil, Qc. J3G 4S1
Tel: (514) 295-0043



September 15, 2012

GLOBAL CLEAN ENERGY, INC
4150 St Catherine Street West
Suite 525
Montreal. QC H3Z 2Y5

Attention; Kenneth S. Adessky


RE: Convertible Promissory Note Dated September 15, 2010 and October 15, 2010
Dear Sir,

As you are aware you executed  Convertible Promissory Notes to us for the total sum of FIFTY THOUSAND 00/100 DOLLARS ($50,000.00) which was to bear interest at 7% per annum and shall be due in twelve (12) months.

As stated in the Convertible Promissory Note we hereby request repayment by way of conversion into common stock of your company. We believe the conversion of $ 50,000 of principal, and $11,252 of accrued interest should be converted into 1,020,869 common shares based on the repayment of the Loan as of today’s date.

We thank you for your co-operation and remain

Yours Truly,


(s) Mario Nadeau

Mario Nadeau

 
 
 
Page 1 of 1
 
 
 

 
Exhibit 10.13
 

NOTICE OF CONVERSION


Global Clean Energy, Inc:


The undersigned hereby elects to surrender and convert a  portion of a certain past due promissory note dated April 15, 2008 due by Global Clean Energy, Inc, (the “Company”) in favor Profit Consultants Inc for $55,000.00, which was thereafter assigned to Whydah Communicacion, Inc, into shares of common stock of the Company (the “Common Shares”) according to the conditions hereof, as of the date written below.

Conversion Calculations:

Date of Conversion: October 4, 2012

Amount of Conversion: $55,000.00
Number of Common Shares to be issued: 1,580,000

Amount remaining on the purchased portion of the note following this conversion: $0.00




Whydah Communicacion, Inc
By:

(s) Mark Marek

Name: Mark Marek
Title: President
 
Exhibit 10.14

 
NOTICE OF CONVERSION


Global Clean Energy, Inc:


The undersigned hereby elects to surrender and convert a certain past due promissory note dated May 15, 2009 and November 4, 2009 due by Global Clean Energy, Inc, (the“Company”) in favor Sylvain McMahon for a total of $50,000.00, which was thereafter assigned to 7068778 Canada Inc, into shares of common stock of the Company (the “Common Shares”) according to the conditions hereof, as of the date written below.

Conversion Calculations:

Date of Conversion: March 4th 2013

Amount of Conversion: $50,000.00
Number of Common Shares to be issued: 4,545,455

Amount remaining on note following this conversion: $0.00




7068778 Canada Inc
By:

(s) Jamie Ross

Name: Jamie Ross
Title: President
 
Exhibit 10.15

PROFIT CONSULTANTS INC.
6040 Upshaw, Ste. 105
Humble, Texas   77396
Tel: (281) 441-2538


April 21, 2013

GLOBAL CLEAN ENERGY, INC
4150 St Catherine Street West
Suite 525
Montreal. QC H3Z 2Y5

Attention; Kenneth S. Adessky

RE: Convertible Promissory Note Dated April 25, 2011

Dear Sir,

As you are aware you executed a Convertible Promissory Note to our company for the sum of ONE HUNDRED FIFTY FIVE  THOUSAND TWO HUNDRED EIGHTY SEVEN  00/100 DOLLARS ($155,287.00) which was to bear interest at 7.5% per annum and shall be due in twelve (12) months, which was in payment of our original loan of One Hundred  Twenty Five Thousand Dollars plus interest made on April 25, 2008.

Wheras the outstanding amount of the note with interest is currently ONE HUNDRED TWENTY SIX  THOUSAND SEVEN HUNDRED FIFTY  00/100 DOLLARS ($126,750.00) being the capital plus interest less the portion of $55,287  which was sold by Profit Consultants Inc To Whydah Communicacion Inc. pursuant to a Purchase and Assignment Agreement, dated October 22, 2012.

As stated in the Convertible Promissory Note we hereby request repayment by way of conversion into common stock of your company. We believe the conversion should represent 9,750,000 common shares based on the repayment of the Loan as of today’s date of ONE HUNDRED TWENTY SIX  THOUSAND SEVEN HUNDRED FIFTY  00/100 DOLLARS ($126,750.00).

We thank you for your co-operation and remain

Yours Truly,

PROFIT CONSULTANTS INC .
(s) Randy Renken

Per; Randy Renken

 
 
 
Page 1 of 1
 
 
 
 

Exhibit 10.16

NOTICE OF CONVERSION


Global Clean Energy, Inc:


The undersigned hereby elects to surrender and convert a certain past due promissory note dated October 14, 2009 due by Global Clean Energy, Inc, (the “Company”) in favor Jay- Kar Financial Ltd for $5,778.00, which was thereafter assigned to Whydah Communicacion, Inc, into shares of common stock of the Company (the “Common Shares” according to the conditions hereof, as of the date written below.

Conversion Calculations:

Date of Conversion: May 9th 2013

Amount of Conversion: $5,778.00
Number of Common Shares to be issued: 481,500

Amount remaining on note following this conversion: $0.00




Whydah Communicacion, Inc
By:

(s) Mark Marek

Name: Mark Marek
Title: President
 
Exhibit 10.17

NOTICE OF CONVERSION


Global Clean Energy, Inc:


The undersigned hereby elects to surrender and convert a certain past due promissory note dated October 14, 2009 due by Global Clean Energy, Inc, (the “Company”) in favor Eastveld Realty Corp for $18,745.00, which was thereafter assigned to Whydah Communicacion, Inc, into shares of common stock of the Company (the “Common Shares”) according to the conditions hereof, as of the date written below.

Conversion Calculations:

Date of Conversion: May 9th 2013

Amount of Conversion: $18,745.00
Number of Common Shares to be issued: 1,562,084

Amount remaining on note following this conversion: $0.00




Whydah Communicacion, Inc
By:

(s) Mark Marek

Name: Mark Marek
Title: President
 
Exhibit 21
 

 
Subsidiaries of the Registrant
 

 
None
 
 
Exhibit 23.1
 
 
 
 
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
We hereby consent to the incorporation in this Registration Statement on Form 10, of our report dated July 8, 2014, of Global Clean Energy, Inc. relating to the financial statements as of December 31, 2013 and 2012, and the reference to our firm under the caption “Experts” in the Registration Statement.
 

/s/ M&K CPAS, PLLC
              
www.mkacpas.com
Houston, Texas
 
July 8, 2014