UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10Q

(Mark One)

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

	For the quarter ended September 30, 2010


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

	For the transition period from to

Commission File Number: 0-30303

GLOBAL CLEAN ENERGY, INC.

(Exact name of Registrant as specified in its charter)

Maryland		84-1522846
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6040 Upshaw Suite 105, Humble, Texas 77396
(Address of principal executive offices)

(281) 441-2538
(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on September 30 2010, was $908,007 (based on the closing price of the registrant’s common stock on that date). Shares of the registrant’s common stock held by each officer and director and each person who owns more than 5% of the outstanding common stock of the Registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of the registrant’s common stock outstanding as of November 18, 2010 is 38,803,721.

GLOBAL CLEAN ENERGY, INC.

REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED September 30, 2010

CONTENTS

PART I – FINANCIAL INFORMATION	4
Item 1. Financial Statements	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3. Quantitative and Qualitative Disclosures About Market Risk	10
Item 4T. Controls and Procedures	10
PART II – OTHER INFORMATION	11
Item 1. Legal Proceedings	11
Item 1A. Risk Factors	11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3. Defaults Upon Senior Securities	11
Item 4. Reserved
Item 5. Other Information	11
Item 6. Exhibits	11

Contents

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and information relating to us that is based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others:

·	the availability and adequacy of our cash flow to meet our requirements;

·	economic, competitive, demographic, business and other conditions in our local and regional markets;

·	changes or developments in laws, regulations or taxes in the renewable energy industries;

·	actions taken or not taken by third-parties, including our competitors, as well as legislative, regulatory, judicial and other governmental authorities;

·	competition in the renewable energy industry;

·	the failure to obtain or loss of any license or permit;

·	the cyclical nature of the energy industry, and therefore any downturns in this cyclical industry could adversely affect operations;

·	the energy-related industry that we service is heavily regulated and the costs associated with such regulated industries increases the costs of doing business;

·	the ability to carry out our business plan and to manage our growth effectively and efficiently;

·	the failure to manage any foreign exchange risk adequately;

·	a general economic downturn or a downturn in the securities markets; and

·	risks and uncertainties described in the “Risk Factors” section or elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. All written and oral forward-looking statements attributable to us or persons acting on our behalf subsequent to the date of this Quarterly Report are expressly qualified in their entirety by the foregoing risks and those set forth in the “Risk Factors” section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009. The factors listed here are not exhaustive. Many of these uncertainties and risks are difficult to predict and beyond management’s control. Forward-looking statements are not guarantees of future performance, results or events. Global Clean Energy assumes no obligation to update or supplement forward-looking information in this Form 10-Q whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results or financial conditions, or otherwise.

When used in this report, the terms “GLOBAL CLEAN ENERGY,” “Company,” “GCE,” “we,” “our” and “us” refer to Global Clean Energy, Inc., unless the context suggests otherwise.

Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

GLOBAL CLEAN ENERGY, INC.

Balance Sheet (Unaudited)

	September 30, 2010			Dec. 31, 2009

ASSETS

Current assets:
Cash	$	1,873		$	3,280
Accounts Receivable – Valleyfield		190,010			101,094

Sub-Total		191,883			104,374

Other Assets:
Cyclonic Dredging Pump Rights and Patent		450,000			450,000
Hybrid Gasification Rights and Patent		1,000,000			1,000,000

Total assets	$	1,641,883		$	1,554,374


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accrued compensation - officers, directors and consultants		566,786			219,786
Accounts Payable		369,776			317,979
Promissory Notes		535,150			535,150
	$	1,471,712		$	1,072,915

Stockholders’ equity:

Preferred stock; $.001 par value; authorized - 15,000,000 shares; issued – none		--			--
Common stock; $.001 par value; authorized - 300,000,000 shares; issued and outstanding – 38,803,721 shares		38,803			36,628
Additional paid-in capital		2,861,012			2,734,305
Accumulated deficit		(2,729,694	)		(2,289,474	)
Total liabilities and stockholders’ equity	$	1,641,883		$	1,554,374

See notes to financial statements.

Contents

GLOBAL CLEAN ENERGY, INC.

Statements of Operations (Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009

Revenue							$	157,570
Costs and expenses:
Compensation - officers, directors and consultants		138,000			4,823		$	442,864		$	28,573
Professional fees		31,055						73,573			39,288

General and administrative		25,500			18,039			64,479			26,797

Interest and bank charges					99			63			119

Net loss applicable to common shareholders		(194,555	)		(22,961	)	$	(423,349	)	$	(94,777	)

Basic and diluted net loss per common share		**			**			**			**

Weighted average number of common shares outstanding		38,803,721			26,628,721			38,803,721			25,795,387

** Less than $(.01) per share

See notes to financial statements.

Contents

GLOBAL CLEAN ENERGY, INC.

Statements of Cash Flows (Unaudited)

	Nine Months Ended
	September 30,
	2010			2009

Cash flows from operating activities:	$	157,570
Net loss	$	(423,349	)		(94,777	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services and acquisition					1,255,750
Changes in operating assets and liabilities:
Accounts Payable		369,776			417,580
Accrued compensation - officers, directors and consultants		566,786			655,968
Other accrued expenses
Net cash used in operating activities		194,919

Cash flows from investing activities:
Purchases of equipment
Net cash used in investing activities					(22,961	)

Cash flows from financing activities:
Proceeds from promissory note					22,750
Repayment of promissory note
Net cash provided by financing activities					22,750

Net increase in cash		(1407	)		(41,998	)
Cash at beginning of year		3280			45,858
Cash at end of period		1873			3,860

Supplemental disclosure of cash flow information:
Common stock issued for services and acquisition					1,255,750

See notes to financial statements.

Contents

GLOBAL CLEAN ENERGY, INC.

Notes to Financial Statements (Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed financial statements of the Company should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission (the “SEC”). The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“ GAAP ”) for interim financial information, the instructions to Form 10-Q and the rules and regulations of the SEC. Accordingly, since they are interim statements, the accompanying financial statements do not include all of the information and notes required by GAAP for annual financial statements, but reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The December 31, 2009 consolidated balance sheet information was derived from the audited consolidated financial statements as of that date.

Contents

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

BUSINESS OVERVIEW

Global Clean Energy, Inc. is a cleantech corporation developing and marketing proprietary technology in waste to energy management. Our focus is organic waste recovery. We have developed two complementary technologies to salvage and reform waste from a variety of sources to produce a variety of clean energy byproducts. We believe that we are well-positioned to exploit fully the opportunities presented by the government policies and programs that are setting the agenda for the alternative energy industry. We are at the forefront of global initiatives to reduce greenhouse gas emissions and lower the dependency in North America and Europe on imported oil and natural gas, having proprietary and innovative technologies for clean coal and renewable energy and international partners in business, university, consulting and engineering.

Our Mission

R.E.S.C.U.E™ -- Reforming Environmental Salvage into Clean Usable Energy

Global Clean Energy Inc., in collaboration with Concordia University and Cascades Engineering, a division of Cascades Canada Inc., one of Canada’s largest paper manufacturers, have spent four years researching and developing technology to recover and reform synthetic fuel from waste containing a wide variety of carbon byproducts. The result was the filing of two proprietary patents:

	·	the AirPump™ that utilizes Vortex technology to efficiently separate waste and recover carbon from extracted material; and
	·	a hybrid steam gasifier, the G2G Steam Reformer, a world’s first in gasification technology.

Both technologies, with accomplished proof-of-concept, constitute the foundation of GCE’s mission: to produce clean energy by clean, sustainable methods and lead an industrial revolution in waste management and disposal.

We are focused on global markets, energy and environmental concerns. To accomplish our projects, we are supported by engineering, procurement, construction and research partners. These business relationships form the core of our ability to design, develop and supply technology for a wide-range of applications. In this regard, GCE is engaged in and currently accepting orders for projects: which can benefit from mid-range (5 to 100 megawatt equivalent) converted energy production; and which can benefit from the use of our proprietary AirPump™.

What begin as a search for best of breed technologies to convert waste and biomass into clean renewable energy has evolved and expanded into five areas of active business development:

	·	research and development of new technologies;
	·	international joint-ventures to develop waste-to-energy projects;

	·	offering technology and services for environmental ash cleanup operations;
	·	expanding into renewable energy production; and

seeking public financing for projects in the green energy sector.

Contents

Current Projects

Salaberry-de-Valleyfield, Québec –

On December 9, 2009, the City of Salaberry-de-Valleyfield announced field testing of our gasification technology to convert municipal solid waste, or MSW, and industrial waste to synthetic gas and biodiesel. A portion of the funding from this initiative came from the Canadian government through the Green Municipal Fund of the Federation of Canadian Municipalities.

This project is designed to significantly reduce the amount of waste the city sends to landfill and to generate substantial savings on transportation and disposal of waste. We expect that ongoing collaboration between GCE and the city will also result in a new source of biodiesel to fuel city installations and municipal vehicles at a reduced energy cost.

Phase One of the project was completed successfully with the G2G gasifier producing syngas from municipal solid waste, industrial and construction waste, plastic, rubber, coal, and organic waste.

The gasification tests and syngas collection were carried out by Janory Capital Corporation on a contract basis. The modifications to the gasifier were conducted by JR Mechanique of Salaberry de Valleyfield. The gases were analyzed at CanmetENERGY a division of Natural Resources Canada, Government of Canada.

Phase Two of the project for which we are presently preparing preliminary contracts and design work and awaiting final authorization to proceed from the Green Municipal Fund of the Federation of Canadian Municipalities, will gasify 5,000 metric tons of MSW per year. We plan to work with CanmetENERGY on the design of the Phase II unit as they have been working for over 20 years on fluidized bed gasification and have fully equipped research facilities to offer GCE. Construction and installation of the Phase II unit will be carried out with JR Mecanique who are experts in piping and manufacturing of heavy industrial equipment for volatile gases.

Phase Three, if it proceeds, will establish a gasification plant capable of processing 30,000 metric tons of waste per year, or more depending on the feedstock, including a regional center for the sorting of MSW.

This venture affords us a unique opportunity to advance our research and development in an industrial park with a continual supply and variety of feedstock. Being one of the first of its kind, it will also function and develop as a prototype for the management of MSW, which is still being defined by an evolution of government policy.

Salaberry-de-Valleyfield’s need for small-scale, local waste management accurately mirrors the needs of other municipalities and offers a valuable opportunity to demonstrate how gasification works and how local biofuel production can be incorporated into future public works and urban planning projects.

We believe that a functional 125 mtpd gasification plant has enormous commercial potential. Beyond managing MSW, the same gasifier can be commissioned for uses in any energy reformation application involving carbon-rich feedstock, such as coal, biomass, algae and so on.

Contents

RESULTS OF OPERATIONS

Three months ended September 30, 2010 compared to the three months ended September 30, 2009

During the three months ended September 30, 2010, we did not have any revenues as Phase One of our Vallyfield project has been completed and invoicing for the final works will be done in the fourth quarter once the report by the City of Salaberry de Valleyfield is submitted to the Federation of Canadian Municipalities.

In the three months ended September 30, 2010 compensation expense increased to $138,999 from $4,823 in the third quarter of 2009 due almost entirely to ongoing work in furtherance of the Company’s business plan and to complete the work on the Valleyfield project. We also incurred professional fees of $31,055 during the third quarter of 2010 compared to no professional fees during the comparable quarter of 2009. General and administrative expense was $25,500 compared to 18,039 for the quarter ended September 30, 2009. Primarily as a result of these costs and no corresponding revenue, our net loss in the quarter ended September 30, 2010 was $194,555 versus a loss of $22,961 in the third quarter of 2009.

Nine months ended September 30, 2010 compared to the nine months ended September 30, 2009

Revenue during the nine months ended September 30, 2010 was $157,570 from our Valleyfield project. In the nine months ended September 30, 2010 compensation expense increased to $442,864 from $28,573 in the third quarter of 2009 due almost entirely to ongoing work in furtherance of the Company’s business plan and to complete the work on the Valleyfield project. We also incurred professional fees of $73,573 during the first nine months of 2010 compared to professional fees of 39,288 during the comparable three quarters of 2009. General and administrative expense was $64,479 compared to $26,797 for the period ended September 30, 2009. Primarily as a result of these costs and minimal revenue, our net loss in the nine months ended September 30, 2010 was $423,349 versus a loss of $94,777 in the nine months ended September 30 2009.

Liquidity and Capital Resources

As of September 30, 2010, we had $1,873 in cash and $1,461,712 in current liabilities. For the nine months ended September 30, 2010, we used $194,982 of cash in operating activities. Total assets were $1,641,883 at September 30, 2010. The Company in the quarter received $0 in revenue from its’ Valleyfield project and has a receivable from such project in the amount of $190,010. We will need to secure additional capital to continue our research and development and expansion of our business plan. Management is working toward financing through equity participation, grants and loan guarantees with both the United States and Canadian governments and loan arrangements, as well as seeking sources of non-governmental financing. If such efforts are not successful we will have to modify our business plan and course of activities or possibly cease all operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4T. Controls and Procedures

(a) Disclosure Controls and Procedures

(a) Management’s Report on Internal Control over Financial Reporting. Under the supervision and with the participation of our senior management, consisting of our chief executive officer and our chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective as of the Evaluation Date.

Contents

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Specifically, our internal control over financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations by our management and/or directors; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Based on this evaluation under the COSO Framework, management concluded that our internal control over financial reporting was effective.

(b) Changes in Internal Control over Financial Reporting. There have been no changes in our internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that occurred during the nine month period ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibits:
31.1+	Chief Executive Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2+

Chief Financial Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1+

Chief Executive Officer's Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2+

Chief Financial Officer's Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

_____________

+ Filed Herewith

Contents

SIGNATURE

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

	GLOBAL CLEAN ENERGY, INC.

Date: November 22, 2010	By:	/s/ Earl Azimov
	Earl Azimov, President & Chief Executive Officer


Date: November 22, 2010	By:	/s/ Kenneth S. Adessky
	Kenneth S. Adessky, Chief Financial Officer

GLOBAL CLEAN ENERGY, INC. 10-Q