UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20132014

 
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-12627

Global Clean Energy Holdings, Inc.
Exact name of registrant as specified in its charter)

DELAWARE87-0407858
State or other jurisdiction of incorporation
(IRS Employer Identification No.)

100 West Broadway,2790 Skypark Drive, Suite 650105
Long Beach,Torrance, California 9080290505
(Address of principal executive offices)
(310) 641-4234

Former Name or Former Address, if Changed Since Last Report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x 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.
Large accelerated fileroNon-accelerated filero
    
Accelerated FileroSmaller reporting companyx
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of May 9, 2013,December 2, 2014, the issuer had 333,683,502339,187,545 shares of common stock issued and outstanding.

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

 
 
1
 

PART I
ITEM 1. FINANCIAL STATEMENTS.

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS 
  
  March 31,  December 31, 
  2013  2012 
  (unaudited)    
ASSETS 
       
CURRENT ASSETS      
  Cash and cash equivalents $514,458  $941,579 
  Accounts receivable  26,779   2,100 
  Inventory  431,900   1,564 
  Other current assets  338,994   298,586 
      Total Current Assets  1,312,131   1,243,829 
         
PROPERTY AND EQUIPMENT, NET  15,895,085   14,559,002 
         
INVESTMENT HELD FOR SALE  288,536   288,536 
         
DEFERRED GROWING COST  3,552,225   3,378,990 
         
INTANGIBLE ASSETS, NET  3,877,270   - 
         
OTHER NONCURRENT ASSETS  11,775   11,372 
         
TOTAL ASSETS $24,937,022  $19,481,729 
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 
         
CURRENT LIABILITIES        
  Accounts payable and accrued expenses $3,597,907  $1,135,594 
  Accrued payroll and payroll taxes  1,134,883   1,018,894 
  Capital lease liability - current portion  30,668   42,829 
  Notes payable - current portion  49,358   60,800 
  Convertible notes payable  567,000   567,000 
      Total Current Liabilities  5,379,816   2,825,117 
         
         
LONG-TERM LIABILITIES        
  Accrued interest payable  2,337,260   2,121,787 
  Accrued return on noncontrolling interest  5,568,252   4,963,582 
  Notes payable - long term portion  1,351,642   40,200 
  Mortgage notes payable  5,110,189   5,110,189 
      Total Long Term Liabilities  14,367,343   12,235,758 
         
STOCKHOLDERS' EQUITY (DEFICIT)        
    Preferred stock - $0.001 par value; 50,000,000 shares authorized        
Series B, convertible; 13,000 shares issued (aggregate liquidation        
preference of $1,300,000)  13   13 
Common stock, $0.001 par value; 500,000,000 shares authorized;        
333,683,502 and 293,683,502 issued and outstanding  333,683   293,683 
Additional paid-in capital  25,455,137   24,588,022 
Accumulated deficit  (26,837,525)  (26,599,007)
Accumulated other comprehensive loss  (46,547)  (56,121)
      Total Global Clean Energy Holdings, Inc. Stockholders' Deficit  (1,095,239)  (1,773,410)
  Noncontrolling interests  6,285,102   6,194,264    
      Total equity (deficit)  5,189,863   4,420,854 
         
     TOT AL LIABILITIES AND EQUITY (DEFICIT) $24,937,022  $19,481,729 
         
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements


GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
       
  March 31,  December 31,
  2014  2013 
   
(unaudited)
    
   
ASSETS 
       
CURRENT ASSETS
  Cash and cash equivalents $265,313  $216,531 
  Accounts receivable  34,593   38,559 
  Inventory  38,692   37,296 
  Other current assets  202,126   157,469 
      Total Current Assets  540,724   449,855 
         
PROPERTY AND EQUIPMENT, NET  15,634,726   15,495,781 
         
         
INTANGIBLE ASSETS, NET  3,915,784   3,972,950 
         
OTHER NONCURRENT ASSETS  6,148   7,021 
         
TOTAL ASSETS $20,097,382  $19,925,607 
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
         
CURRENT LIABILITIES
  Accounts payable and accrued expenses $3,725,806  $3,807,646 
  Accrued payroll and payroll taxes  1,190,378   1,170,223 
  Capital lease liability - current portion  818   818 
  Notes payable - current portion  1,363,736   1,376,000 
  Convertible notes payable  697,000   567,000 
      Total Current Liabilities  6,977,738   6,921,687 
         
         
LONG-TERM LIABILITIES     
  Accrued interest payable  3,411,860   3,154,826 
  Accrued return on noncontrolling interest  8,086,402   7,442,730 
  Notes payable - long term portion  -   - 
  Mortgage notes payable  5,110,189   5,110,189 
      Total Long Term Liabilities  16,608,451   15,707,745 
         
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock - $0.001 par value; 50,000,000 shares authorized
Series B, convertible; 13,000 shares issued (aggregate liquidation
preference of $1,300,000)  13   13 
Common stock, $0.001 par value; 500,000,000 shares authorized;     
339,187,545 issued and outstanding  339,187   339,187 
Additional paid-in capital  25,644,337   25,600,050 
Accumulated deficit  (28,667,341)  (28,338,875)
Accumulated other comprehensive loss  9,946   (63,020)
      Total Global Clean Energy Holdings, Inc. Stockholders' Deficit  (2,673,858)  (2,462,645)
  Noncontrolling interests  (814,949)  (241,180)
    Total equity  (3,488,807)  (2,703,825)
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $20,097,382  $19,925,607 
         
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements
 
 
2
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATIONS 
(Unaudited) 
  For the Three Months ended 
  March 31, 
  2013  2012 
       
Revenue $88,480  $153,935 
Subsidy Income  17,147   465,586 
Total Revenue  105,627   619,521 
         
Operating Expenses        
General and administrative  560,139   627,467 
Plantation operating costs  570,156   172,437 
         
     Total Operating Expenses  1,130,295   799,904 
         
Loss from Operations  (1,024,668)  (180,383)
         
Other Income (Expenses)        
  Other income  19   19,662 
  Interest expense  (216,755)  (192,800)
  Gain on settlement of liabilities  -   514,473 
         
    Net Other Income (Loss)  (216,736)  341,335 
         
Income (Loss) from Continuing Operations  (1,241,404)  160,952 
         
Loss from Discontinued Operations  -   (2,038)
         
Net Income (Loss)  (1,241,404)  158,914 
         
Less Net Loss Attributable to the Noncontrolling Interest  1,002,886   200,050 
         
Net Income (Loss) Attributable to Global Clean Energy Holdings, Inc. $(238,518) $358,964 
         
         
Amounts attributable to Global Clean Energy        
  Holdings, Inc. common shareholders:        
Income (loss) from Continuing Operations $(238,518) $361,002 
Loss from Discontinued Operations  -   (2,038)
     Net Income (Loss) $(238,518) $358,964 
         
Basic Income (Loss) per Common Share:        
Income (Loss) from Continuing Operations $(0.0008) $0.0013 
Loss from Discontinued Operations  -   - 
    Net Income (Loss) per Common Share $(0.0008) $0.0013 
         
Basic Weighted-Average Common Shares Outstanding  301,683,502   285,062,812 
         
Diluted Income (Loss) per Common Share:        
Income (Loss) from Continuing Operations $(0.0008) $0.0012 
Loss from Discontinued Operations  -   - 
    Net Income (Loss) per Common Share $(0.0008) $0.0012 
         
Diluted Weighted-Average Common Shares Outstanding  301,683,502   308,586,480 
  
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements 

3
 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
  For the Three Months Ended 
  March 31, 
  2013  2012 
       
Net Income (Loss) $(1,241,404) $158,914 
         
Other comprehensive income - foreign currency        
 translation adjustment  888,584   1,198,522 
         
Comprehensive Income (Loss)  (352,820)  1,357,436 
         
Add net loss attributable to the noncontrolling interest  1,002,886   200,050 
         
Add other comprehensive loss (less income) attributable to noncontrolling interest  (879,010)  (1,181,435)
         
Comprehensive Income (Loss) Attributable to        
Global Clean Energy Holdings, Inc. $(228,944) $376,051 
         
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
(unaudited) 
       
  For the three months Ended 
  March 31, 
  2014  2013 
       
       
Revenue $78,810  $88,480 
Subsidy Income  -   17,147 
Total Revenue  78,810   105,627 
         
Operating Expenses        
General and administrative  492,356   560,139 
Plantation operating costs  27,731   570,156 
         
Total Operating Expenses  520,087   1,130,295 
         
Loss from Operations  (441,277)  (1,024,668)
         
Other Income (Expenses)        
  Other income  7   19 
  Interest expense  (257,033)  (216,755)
  Foreign currency transaction gain (loss)  85   - 
         
Net Other Income (Expenses)  (256,941)  (216,736)
         
Net Loss  (698,218)  (1,241,404)
         
Less Net Loss Attributable to the Noncontrolling Interest  (369,752)  (1,002,886)
         
Net Loss Attributable to Global Clean Energy Holdings, Inc. $(328,466) $(238,518)
         
         
Amounts attributable to Global Clean Energy        
  Holdings, Inc. common shareholders:        
     Net Loss $(328,466) $(238,518)
         
Basic Loss per Common Share:        
    Net Loss per Common Share $(0.0010) $(0.0008)
         
Basic Weighted-Average Common Shares Outstanding  339,187,545   301,683,502 
         
Diluted Income (Loss) per Common Share:        
    Net Income (Loss) per Common Share $(0.0010) $(0.0008)
         
Diluted Weighted-Average Common Shares Outstanding  339,187,545   301,683,502 
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements 

 
4
 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
(Unaudited)
For the three Months Ended March 31, 2012 and 2013 
                            
                    Accumulated       
           Additional     Other  Non-    
  Series B  Common stock  Paid in  Accumulated  Comprehensive  controlling    
  Shares  Amount  Shares  Amount  Capital  Deficit  Loss  Interests  Total 
                            
Balance at December 31, 2011  13,000  $13   285,062,812  $285,062  $24,260,628  $(26,662,294) $(21,996) $5,099,547  $2,960,960 
                                     
Contributions from noncontrolling interests  -   -   -   -   -   -   -   1,531,290   1,531,290 
Share-based compensation from issuance of options and compensation-based warrants
  -   -   -   -   17,004   -   -   -   17,004 
Accrual of preferential return for the noncontrolling interests
  -   -   -   -   -   -   -   (453,999)  (453,999)
Foreign currency translation gain (loss)  -   -   -   -   -   -   17,087   1,181,435   1,198,522 
Net Income (loss) for the three months ended March 31, 2012  -   -   -   -   -   358,964   -   (200,050)  158,914 
                                     
Balance for the three months ended March 31, 2012  13,000  $13   285,062,812  $285,062  $24,277,632  $(26,303,330) $(4,909) $7,158,223  $5,412,691 
                                     
                                     
Balance at December 31, 2012  13,000  $13   293,683,502  $293,683   $24,588,022  $(26,599,007) $(56,121) $6,194,264  $4,420,854 
Contributions from noncontrolling interests  -   -   -   -   -   -   -   819,384   819,384 
Issuance of common stock  -   -   40,000,000   40,000   760,000   -   -   -   800,000 
Share-based compensation from issuance of options and compensation-based warrants
  -   -   -   -   107,115   -   -   -   107,115 
Accrual of preferential return for the noncontrolling interests
  -   -   -   -   -   -   -   (604,670)  (604,670)
Foreign currency translation gain (loss)  -   -   -   -   -   -   9,574   879,010   888,584 
Net Income (loss) for the three months ended March 31, 2013  -   -   -   -   -   (238,518)  -   (1,002,886)  (1,241,404)
                                     
Balance for the three months ended March 31, 2013  13,000  $13   333,683,502  $333,683  $25,455,137  $(26,837,525) $(46,547) $6,285,102  $5,189,863 
                                     
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements 
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
(unaudited) 
  For the three months ended 
  March 31, 
  2014 2013 
Operating Activities     
Net loss $(698,218)$(1,241,404)
Adjustments to reconcile net loss to net cash used in operating activities:
  Foreign currency transaction gain  (85)  - 
  Gain on settlement of liabilities  -  - 
  Share-based compensation  44,287  107,115 
  Write down of deferred growing cost  -  6,556 
  Write down of long lived assets  -  15,000 
  Write down of inventory  -  - 
  Loss on sale of investment held for sale  -  - 
  Depreciation and amortization  128,726  67,496 
Changes in operating assets and liabilities: 
    Accounts receivable  4,751  (25,400)
    Inventory  (1,357) (112)
    Other current assets  (25,824) (28,323)
    Deferred growing costs  -  - 
    Accounts payable and accrued expenses  216,153  379,219 
Deferred revenue  -  - 
Other noncurrent assets  42,204  (5,535)
        Net Cash Used in Operating Activities  (289,363) (725,387)
Investing Activities       
  Plantation development costs  (207,131) (552,979)
  Purchase of property and equipment  -  (2,608)
  Disposal of property and equipment  -  - 
  Proceeds from sale of property and equipment  -  13,737 
        Net Cash Used in Investing Activities  (207,131) (541,850)
Financing Activities       
  Proceeds from issuance of common stock  -  - 
  Proceeds from exercise of options and warrants  -  - 
  Proceeds from issuance of preferred membership in GCE Mexico I, LLC  432,137  819,384 
  Proceeds from notes payable  130,000  - 
  Payments on capital leases and notes payable  (12,264) (14,013)
       Net Cash Provided by Financing Activities  549,873  805,371 
Effect of exchange rate changes on cash  (4,597) 34,745 
Net change in Cash and Cash Equivalents  48,782  (427,121)
Cash and Cash Equivalents at Beginning of Period  216,531  941,579 
Cash and Cash Equivalents at End of Period $265,313 $514,458 
        
        
Supplemental Disclosures of Cash Flow Information: 
Cash paid for interest $- $1,282 
Noncash Investing and Financing activities: 
   Accrual of return on noncontrolling interest $643,672 $604,670 
Acquisitions:       
   Intangible assets and equipment acquired $- $4,077,765 
   Inventory acquired  -  430,141  
   Other current assets assumed  -  260 
   Other current liabilities assumed  -  (2,408,066) 
   Net assets acquired $- $2,100,100 
   Notes payable issued    $(1,300,000) 
   Common stock issued $(800,000)
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements
 
 
5
 

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(Unaudited) 
  For the three months ended 
  March 31, 
  2013  2012 
Cash Flows From Operating Activities      
Net loss $(1,241,404) $158,914 
Adjustments to reconcile net loss to net cash used in operating activities:        
  Gain on settlement of liabilities  -   (514,473)
  Share-based compensation  107,115   17,004 
  Write down of deferred growing cost  6,556   - 
  Write down of long lived assets  15,000   - 
  Depreciation and amortization  67,496   68,743 
  Changes in operating assets and liabilities:        
    Accounts receivable  (25,400)  - 
    Inventory  (112)  (23,010)
    Other current assets  (28,323)  (37,655)
    Deferred growing costs  -   (382,771)
    Accounts payable and accrued expenses  379,219   202,837 
Deferred revenue  -   (152,732)
Other noncurrent assets  (5,535)  - 
        Net Cash Used in Operating Activities  (725,387)  (663,143)
Cash Flows From Investing Activities        
  Plantation development costs  (552,979)  (474,084)
  Purchase of property and equipment  (2,608)  (85,583)
  Proceeds from sale of property and equipment  13,737   - 
        Net Cash Used in Investing Activities  (541,850)  (559,667)
Cash Flows From Financing Activities        
  Proceeds from issuance of preferred membership in GCE Mexico I, LLC  819,384   1,531,290 
  Payments on capital leases and notes payable  (14,013)  (12,206)
       Net Cash Provided by Financing Activities  805,371   1,519,084 
Effect of exchange rate changes on cash  34,745   45,235 
Net change in Cash and Cash Equivalents  (427,121)  341,509 
Cash and Cash Equivalents at Beginning of Period  941,579   676,780 
Cash and Cash Equivalents at End of Period $514,458  $1,018,289 
         
  
Supplemental Disclosures of Cash Flow Information:        
Cash paid for interest $1,282  $2,220 
Noncash Investing and Financing activities:        
   Accrual of return on noncontrolling interest $604,670  $453,999 
Acquisitions:      - 
Intangible assets and equipment Acquired $4,077,765   - 
Inventory acquired $430,141   - 
Other current assets assumed $260   - 
Other current liabilities assumed $(2,408,066)  - 
    Net assets acquired $(2,100,100)     
Notes payable issued $(1,300,000)  - 
Common stock issued $(800,000)  - 

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

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
(unaudited) 
       
  For the Three Months Ended 
  March 31, 
  2014  2013 
       
       
Net Loss $(698,218) $(1,241,404)
         
Other comprehensive income (loss)- foreign currency        
 translation adjustment  80,484   888,584 
         
Comprehensive Loss  (617,734)  (352,820)
         
Add net loss attributable to the noncontrolling interest  369,752   1,002,886 
         
Add other comprehensive loss (income) attributable to noncontrolling interest  (7,518)  (879,010)
         
Comprehensive Loss Attributable to        
Global Clean Energy Holdings, Inc. $(255,500) $(228,944)
         
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements 
 
6
 
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
This summary of significant accounting policies is presented to assists the reader in understanding and evaluating the Company’s financial statements.  The financial statements and notes are the representations of the Company’s management, which is responsible for their integrity and objectivity.  The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.



Note 1 – History and Basis of Presentation

History

Global Clean Energy Holdings, Inc.(the “Company”) is a U.S.-based, multi-national, energy agri-business focused on the development of non-food based bio-feedstocks.

The companyCompany was originally incorporated under the laws of the State of Utah on November 20, 1991. On July 19, 2010, the reincorporation of the company from a Utah corporation to a Delaware corporation was completed, as approved by shareholders. In the reincorporation, each outstanding share of the company’s common stock was automatically converted into one share of common stock of the surviving Delaware corporation. In addition, the par value of the Company’s capital stock changed from no par per share to $0.001 per share. The effects of the change in par value have been reflected retroactively in the accompanying condensed consolidated financial statements and notes thereto for all periods presented. The effect of retroactively applying the par value of $0.001 per share resulted in reclassification of $17,409,660 of common stock and $1,290,722 of preferred stock as of December 31, 2008 to additional paid-in capital. The reincorporation did not result in any change in the company’s name, ticker symbol, CUSIP number, business, assets or operations. The management and Board of Directors of the company remained the same.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Global Clean Energy Holdings, Inc., its subsidiaries, and the variable interest entities of GCE Mexico I, LLC a Delaware limited liability company (“GCE Mexico”), and its Mexican subsidiaries (Asideros, Asideros 2 and Asideros 3). The financial statements include the newly acquired Sustainable Oils, LLC, a wholly owned subsidiary, from the acquisition date of March 13, 2013 thru the period end date of March 31, 2013. All significant intercompany transactions have been eliminated in consolidation.

Generally accepted accounting principles require that if an entity is the primary beneficiary of a variable interest entity (VIE), the entity should consolidate the assets, liabilities and results of operations of the VIE in its consolidated financial statements.  Global Clean Energy Holdings, Inc. considers itself to be the primary beneficiary of GCE Mexico, and it’s Mexican subsidiaries, and accordingly, has consolidated these entities since their formation beginning in April 2008, with the equity interests of the unaffiliated investors in GCE Mexico presented as Noncontrolling Interests in the accompanying condensed consolidated financial statements.
Under ASC 810-10 the Primary Beneficiary is the party that has both of the following:
1. The power to make decisions regarding the activities that most significantly impact the success of the VIE, and
2. The obligation to absorb losses or rights to receive benefits of the entity that could potentially be significant to the VIE.
When multiple parties make decisions over different activities of the entity, only the party with power to direct the activities that most significantly impacts the entity's economic performance will have satisfied the first condition. Global Clean Energy Holdings, Inc. exercises complete operational control over GCE Mexico and its subsidiaries, as these rights were specifically granted to Global Clean Energy Holdings, Inc. under the GCE Mexico’s Operating Agreement (the “LLC Agreement”).
Global Clean Energy Holdings, Inc. satisfies the second condition because as owner of a 50% profits interest, Global Clean Energy Holdings, Inc. is expected to receive the benefits or the largest amounts of profits and cash distributions allocated by GCE Mexico. GCEH ownes 1% of Asideros 1, Asideros 2 and Asideros 3, and the balance is owned by GCE Mexico.  Accordingly, we own 50.5% of Asideros 1, Asideros 2 and Asideros 3 either directly or through our common membership interest in GCE Mexico.  The partners’ right to receive a preferred return on their investment does not qualify as a “right to receive residual returns” of GCE Mexico.
The guidance also states that “in a multi-tiered legal-entity structure, a reporting entity should generally begin its evaluation at the lowest-level entity. Each entity within the structure should then be evaluated on a consolidated basis. The attributes and variable interests of the underlying consolidated entities become those of the parent company upon consolidation”.
GCE Mexico holds, directly, 99% of the voting interest in the subsidiaries pursuant to the Agency Agreement. GCEH’s rights as Manager of GCE Mexico and as the sole Director of the subsidiaries enables GCEH to conclude that these powers, together with the 50% membership interest in GCE Mexico, gives Global Clean Energy Holdings, Inc. a controlling financial interest and therefore is the primary beneficiary.
GCE MEXICO I, LLC AND SUBSIDIARIES      
CONDENSED CONSOLIDATED BALANCE SHEETS      
       
  March 31,  December 31, 
  2014  2013 
  (unaudited)    
       
       
       
CURRENT ASSETS  339,900   363,358 
PROPERTY AND EQUIPMENT, NET  14,911,720   14,955,982 
OTHER NONCURRENT ASSETS  3,522   3,522 
         
TOTAL ASSETS $15,255,142  $15,322,862 
         
         
CURRENT LIABILITIES  378,438   1,008,651 
LONG-TERM LIABILITIES  16,297,060   15,620,765 
         
TOTAL LIABILITIES $16,675,498  $16,629,416 
         
The accompanying notes are an integral part of these condensed unaudited consolidated financial statements 

In March 2013, the Company acquired 100% of all of the outstanding membership interests of Sustainable Oils, LLC, a Delaware limited liability company.  Accordingly, the consolidated financial statements for periods after that acquisition include the assets, liabilities and results of operations of that entity.

Unaudited Interim Condensed Consolidated Financial Statements

The accompanying (a) condensed consolidated Balance Sheet at December 31, 2013 has been derived from audited statements and (b) unaudited condensed consolidated financial statements as of March 31, 2014 and 2013 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included and are of normal, recurring nature. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K forFor the year ended December 31, 2012,2013, as filed with the Securities and Exchange Commission. The results of operations for the three months ended March 31, 2013,2014, may not be indicative of the results that may be expected for the year ending December 31, 2013.2014.

Accounting for Agricultural Operations

All costs incurred until the actual planting of the Jatropha Curcas plant are capitalized as plantation development costs, and are included in “Property and Equipment” on the balance sheet. Plantation development costs are being
accumulated in the balance sheet during the development period and will beare accounted for in accordance with accounting standards for Agricultural Producers and Agricultural Cooperatives. The direct costs associated with each farm and the production of the Jatropha revenue streams have been deferred and accumulated as a noncurrent asset, “Deferred Growing Costs”, on the balance sheet. These costs will be recognized as a Cost of Good Sold in the period the revenue is recognized.  Other general costs without expected future benefits are expensed when incurred.

7Inventory

The Company uses the FIFO valuation method for its inventories, which consist almost entirely of finished goods. The Company records no inventories above their acquisition costs. There were no losses related to the valuation of inventory during the three months ended March 31, 2014.
 
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements


Income/Loss per Common Share

Income/Loss per share amounts are computed by dividing income or loss applicable to the common shareholders of the Company by the weighted-average number of common shares outstanding during each period. Diluted income or loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents.  The number of dilutive warrants and options is computed using the treasury stock method, whereby the dilutive effect is reduced by the number of treasury shares the Company could purchase with the proceeds from exercises of warrants and options.
 
 For the three months ended March 31,  For the three months ended March 31, 
 2013  2012  2014 2013 
Net Income (loss) $(238,518) $358,964  $(328,466)$(238,518)
               
Basic Weighted-Average Common Shares Outstanding  301,683,502   285,062,812   339,187,545  301,683,502 
Effect of dilutive securities               
Convertible preferred stock - Series B  -  - 
Warrants  -   14,078,448   -  - 
Options  -   9,445,220   -  - 
Diluted Weighted-Average Common Shares Outstanding  301,683,502   308,586,480   339,187,545  301,683,502 
               
Basic Income (loss) Per Common Share               
Net Income (loss)  (0.0008)  0.0013   (0.0010) (0.0008)
Diluted Income (loss) Per Common Share               
Net Income (loss)  (0.0008)  0.0012   (0.0010) (0.0008)
       

The following instruments are currently antidilutive or not exercisable and have been excluded from the calculations of diluted income or loss per share at March 31, 2013 and 2012,2014, as follows:
 
 March 31,  March 31, 
 2013  2012  2014  2013 
            
Convertible notes  18,900,000   18,900,000   18,900,000   18,900,000 
Convertible preferred stock - Series B  11,818,181   11,818,181   11,818,181   11,818,181 
Warrants  24,585,662   10,507,214   3,083,332   24,585,662 
Compensation-based stock options and warrants  69,208,483   65,036,263 
Compensation-based stock options  72,645,311   69,208,483 
  124,512,326   106,261,658   106,446,824   124,512,326 
 
Revenue Recognition

Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the seller’s price to the buyer is fixed or determinable; collectability is reasonably assured; and title and the risks and rewards of ownership have transferred to the buyer. Value added taxes collected on revenue transactions are excluded from revenue and are included in accounts payable until remittance to the taxation authority.

8
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements


Jatropha oiland Camelina biofuel revenue - The Company’s long-term primary source of revenue willcurrently is expected to be crude Jatropha oil.  Revenue will be recognized net of sales or value added taxes and upon transfer of significant risks and rewards of ownership to the buyer. Revenue is not recognized when there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.  For the three months ended March 31, 2014, the Company had no material Jatropha or Camelina biofuel revenue.

Advisory services revenue -  The Company provides development and management services to other companies regarding their bio-fuels and/or feedstock-Jatropha development operations, on a fee for services basis.  The advisory services revenue is recognized upon completion of the work in accordance with the separateeach advisory contract.

Agricultural subsidies revenue - the Company receives agricultural subsidies from the Mexican government.government to supplement the farm development and planting of new trees.  Due to the uncertainty of these payments, the revenue is recognized when the payments are received.  We recognize these funds as revenue due to these payments being disbursed to supplement the Company’s income and not as direct payments for any specified farming expense.  For the three months ended March 31, 2014, the Company had no subsidies revenue.

Fair Value of Financial Instruments

The carrying amounts reported in the consolidated balance sheets for accounts receivable and payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amounts reported for the various notes payable and the mortgage notes payable approximate fair value because the underlying instruments are at interest rates which approximate current market rates.  See note 10 for additional information regarding assets measured at fair value on a nonrecurring basis.

Estimates

Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. Significant estimates used in preparing these financial statements include a) those assumed in determining the valuation of common stock, warrants, and stock options, b) estimated useful lives of plantation equipment and plantation development costs, and c) undiscounted future cash flows for purpose of evaluating possible impairment of long-term assets. It is at least reasonably possible that the significant estimates used will change within the next year.

Foreign Currency

During 2014, the Company had operations located in the United States, Mexico and Dominican Republic. For these foreign operations, the functional currency is the local country’s currency. Consequently, revenues and expenses of operations outside the United States of America are translated into U.S. dollars using weighted average exchange rates, while assets and liabilities of operations outside the United States of America are translated into U.S. dollars using exchange rates at the balance sheet date. The effects of foreign currency translation adjustments are included in equity (deficit) as a component of accumulated other comprehensive loss in the accompanying consolidated financial statements. Foreign currency transaction adjustments are included in other income (expense) in the Company’s results of operations.
The Company has not entered into derivative instruments to offset the impact of foreign currency fluctuations.

Stock Based Compensation

The Company recognizes compensation expense for stock-based awards expected to vest on a straight-line basis over the requisite service period of the award based on their grant date fair value. The Company estimates the fair value of stock options using a Black-Scholes option pricing model which requires management to make estimates for certain assumptions regarding risk-free interest rate, expected life of options, expected volatility of stock and expected dividend yield of stock.

Comprehensive Income
In June 2011, the FASB issued authoritative guidance requiring entities to report components of other comprehensive income in either a single continuous statement or in two separate, but consecutive statements of net income and other comprehensive income. The company has included a consolidated statement of comprehensive income for the three months ended March 31, 2014 and 2013.

New Account Guidelines
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these consolidated financial statements, and does not believe any of these pronouncements will have a material impact on the Company’s consolidated financial statements.
Note 2 – Going Concern Considerations

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the accompanying consolidated financial statements, the Company incurred a losslosses from continuing operations applicable to its common shareholders of $328,466 and $238,518 for the three-monthsthree months ended March 31, 2014, and 2013, respectively, and has an accumulated deficit applicable to its common shareholders of $26,837,525$28,667,341 at March 31, 2013.2014.  The Company also used cash in operating activities of $725,387$289,363 and $663,143$725,387 during the three-month periodsthree months ended March 31, 20132014 and 2012 ,2013, respectively.  At March 31, 2013,2014, the Company has negative working capital of $4,067,685$6,437,014 and a stockholders’ deficit attributable to its stockholders of $1,095,239.$28,667,341.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company commenced its new business related to the cultivation and production of oil from the seed of the Jatropha plant in September 2007.  Management plans to meet its cash needs through various means including securing financing, entering into joint ventures, and developing the current business model.  In order to fund its new operations, the Company has to date received $20,380,087$21,591,528 in capital contributions from the preferred membership interest in GCE Mexico I, LLC (“GCE Mexico”), has issued mortgages in the total amount of $5,110,189 for the acquisition of land.  The Company is developing the new business operation to participate in the rapidly growing bio-diesel industry.  While the Company expects to be successful in this new venture, there is no assurance that its business plan will be economically viable.  The ability of the Company to continue as a going concern is dependent on that plan’s success. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


Note 3 – Jatropha Business Venture

The Company entered into the bio-fuels business in 2007 by acquiring certain trade secrets, know-how, business plans, term sheets, business relationships, and other information relating to the cultivation and production of seed oil from the Jatropha plant for the production of bio-diesel, and by entering into certain employment agreements and property management agreements.  Subsequent to entering into these transactions, the Company identifiedacquired certain real property in Mexico it believed to be suitable for cultivating the Jatropha plant.  During 2008, GCE Mexico’s subsidiary acquired the land in Mexico for the cultivation of the Jatropha plant.  In July 2009, the Company acquired Technology Alternatives, Limited (“TAL”), a company formed under the laws of Belize that had developed a farm in Belize for cultivation of the Jatropha plant and provided technical advisory services for the propagation of the Jatropha plant.  In March 2010, the Company formed Asideros 2, a Mexican corporation, which has acquired additional land in Mexico adjacent to the land acquired by Asideros 1. In October 2011, the Company formed Asideros 3, a Mexican Corporation, which has acquired land in Mexico close to the land acquired by Asideros 1 and Asideros 2.  All of these transactions are described in further detail in Note 1 above and in the remainder of the notes.

9
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements


LODEMO Agreement

On October 15, 2007, the Company entered into a service agreement with Corporativo LODEMO S.A DE CV, a Mexican corporation (the LODEMO Group), to provide services related to the establishment, development, and day-to-day operations of the Company’s Jatropha Business in Mexico.  The Agreement had a 20-year term but could  be terminated or modified earlier by the Company under certain circumstances. In June 2009, the scope of work previously performed by LODEMO was reduced and modified based upon certain labor functions being provided internally by the Company and by Asideros, the Company’s Mexican subsidiary, on a go-forward basis.  This agreement was cancelled in 2009.  As of March 31, 2013 and as of December 31, 2012, the Company’s financial statements reflect that it owes the LODEMO Group $251,500 for accrued, but unpaid expenses.  The Company disputes the total of these charges and has been in discussions with LODEMO to resolve this liability.

GCE Mexico I, LLC and Subsidiaries

GCE Mexico was organized primarily to facilitate the acquisition of the initial 5,000 acres of farm land (the Jatropha Farm) in the State of Yucatan in Mexico to be used primarily for the (i) cultivation of Jatropha curcas, (ii) the marketing and sale of the resulting fruit, seeds, or pre-processed crude Jatropha oil, whether as biodiesel, feedstock, biomass or otherwise, and (iii) the sale of carbon value, green fuel value, or renewable energy credit value (and other similar environmental attributes) derived from activities at the Jatropha Farm.

Under GCE Mexico’s operating agreement, as amended (the “LLC Agreement”), the Company owns 50% of the issued and outstanding common membership units of GCE Mexico.  The remaining 50% of the common membership units was initially issued to five of investors.  The Company and the other owners of the common membership interest were not required to make capital contributions to GCE Mexico.

In addition, two investors agreed to invest in GCE Mexico through the purchase of preferred membership units and through the funding of the purchase of land in Mexico.  An aggregate of 1,000 preferred membership units were issued to these two investors who each agreed to make capital contributions to GCE Mexico in installments and as required, fund the development and operations of the Jatropha Farm.  In November 2012, one of the two investors transferred 100% of the interest to the other investor.  The preferred members have made capital contributions of $819,384$432,137 and $1,531,290$819,384 during the three months ended March 31, 20132014 and 2012,2013, respectively, and total contributions of $20,380,087$21,591,528 have been received by GCE Mexico from these investors since the execution of the LLC Agreement.  The LLC Agreement calls for additional contributions from the investors, as requested by management and as required by the operation in 2013 and the following years.  The holder of the preferred membership interest is entitled to earn a preferential 12% per annum cumulative compounded return on the cumulative balance of the preferred membership interest.  The preferential return increased $604,670,by $643,672, and $453,998$604,670 during the three months ended March 31, 20132014 and 2012,2013, respectively, and totals $5,568,252 since the execution of the LLC Agreement.
$8,086,402 at March 31, 2014.

The net income or loss of the three Mexican subsidiaries that own the Mexico farms is allocated to the shareholders based on their respective equity ownership; 99% of the equity of each subsidiary is owned by GCE Mexico and 1% is owned by the Company.  GCE Mexico has no operations separate from its investments in the Mexican subsidiaries.  According to the LLC Agreement of GCE Mexico, the net loss of GCE Mexico is allocated to its members according to their respective investment balances.  Accordingly, since the
common membership interest did not make a capital contribution, all of the losses have been allocated to the preferred membership interest.   The noncontrolling interest presented in the accompanying consolidated balance sheets includes the carrying value of the preferred membership interests and of the common membership interests owned by the Investors, and excludes any common membership interest in GCE Mexico held by the Company.
10
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements


Technology Alternatives, Limited

On October 29, 2008, the Company entered into a stock purchase agreement with the shareholders of Technology Alternatives, Limited (“TAL”), a company formed under the laws of Belize in Central America for 100% of the equity interests of TAL.  TAL owns approximately 400 acres of land that was used as a Jatropha farm.

In connection with the acquisition, certain payables owed by TAL to its former shareholders were converted into promissory notes in the aggregate principal amount of $516,139 Belize Dollars (US $268,036 based on exchange rates in effect at July 2, 2009).  These notes payable to shareholders currently bear interest at 8% per annum..  The notes are secured by a mortgage on the land and related improvements. The notes, plus any related accrued interest, were due on August 15, 2012 but have not been paid.  The holders of these notes have not yet declared a formal default and have not taken any action to foreclose.

During 2010, the Company terminated TAL’s Jatropha and other operations. The Company has received approval from the former shareholders to sell the land and is currently attempting to sell the land.  The assets are reported as  Investment Held for Sale.

Note 4 - Investment Held for Sale

All of TAL’s nursery capabilities have been transferred from Belize to the Company’s operations in Tizimin, Mexico.  The Company is in the process of selling the land in Belize. The net assets have been reclassified as Investment Held for Sale at March 31, 2013 and at December 31, 2012; the promissory notes are netted against the assets. The Net Assets, measured at the lower of cost or fair value as of March 31, 2013 were $565,473 Belize Dollars (US $288,536 based on exchange rates in effect at March 31, 2013).

Note 54 – Property and Equipment

11
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements


Property and equipment are as follows:
 
 March 31,  December 31,  March 31,  December 31, 
 2013  2012  2014  2013 
            
Land $4,772,038  $4,539,314  $4,512,147  $4,512,630 
Plantation development costs  10,186,142   9,229,638   10,523,633  $10,311,286 
Plantation equipment  1,585,113   1,546,971   1,510,723  $1,510,878 
Office equipment  302,544   108,598   299,748  $299,755 
                
Total cost  16,845,837   15,424,521   16,846,251   16,634,550 
Less accumulated depreciation  (950,752)  (865,518)  (1,211,525)  (1,138,769)
                
Property and equipment, net $15,895,085  $14,559,002  $15,634,726  $15,495,780 

Commencing in June 2008, Asideros I purchased certain equipment for purposes of rapidly clearing the land, preparing the land for planting, and actually planting the Jatropha trees.  The Company has capitalized farming equipment and costs related to the development of land for farm use in accordance with generally accepted accounting principles for accounting by agricultural producers and agricultural cooperatives.  Plantation equipment is depreciated using the straight-line method over estimated useful lives of 5 to 15 years.  Depreciation expense has been capitalized as part of plantation development costs through the date that the plantation becomes commercially productive.  The initial plantations were deemed to be commercially productive on October 1, 2009, at which date the Company commenced the depreciation of plantation development costs over estimated useful lives of 10 to 35 years, depending on the nature of the development.  Developments and other improvements with indefinite lives are capitalized and not depreciated.  Other developments that have a limited life and intermediate-life plants that have growth and production cycles of more than one year are being depreciated over their useful lives once they are placed in service.  The land, plantation development costs, and plantation equipment are located in Mexico and in Belize.  The company has recorded depreciation expense in the three month periods ended March 31, 2013 and 2012 of $57,501 and $68,743, respectively.
Mexico.

Note 65 – Intangible Assets
 
In March 2013, the Company purchased certain intangible assets as partrelated to the commercial production of the acquisition of Sustainable Oils, LLC.Camelina.  See further discussion on acquisition in Note 11.9.  The intangible assets include 3three patents and the related intellectual property associated with these patents.  These intangible assets acquired have an expected useful life of 17 years and are carried at cost less any accumulated amortization and any impairment losses.The company has recorded $9,995 in amortization expense in the three month period ended March 31, 2013 and no expense in the three month period ended March 31, 2012.
 

12
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements


Amortization is calculated using the straight-line method to allocate the cost of the intangible assets  over their estimated useful lives of 17 years.  Any future costs associated with the maintenance of these patents with indefinite lives will be capitalized and not amortized.  The Intangible Assets as of March 31, 2014 and December 31, 2013 is shown in the following table:
  March 31,  December 31, 
  2014  2013 
       
Intangible Assets  4,168,841  $4,168,841 
         
Less accumulated amortization  (253,057)  (195,892)
         
Intangible Assets, net $3,915,784  $3,972,949 
         
 
Note 76 – Debt
Notes Payable

On November 1, 2012, the Company entered into a note payable in the aggregate amount of $75,000.  The note bears interest at 5% and is unsecured.  Principal and interest on this Note shall be payable monthly in the amount of $5,000, commencing on May 1, 2013 with the final payment due on September 1, 2014.

Notes Payable to Shareholders

Included in notes payable on the accompanying consolidated balance sheet, the Company has notes payable to certain shareholders in the aggregate amount of $26,000 at March 31, 20132014 and December 31, 2012.2013.  The notes originated between 1997 andin 1999, bear interest at 12%, are unsecured, and are currently in default.  Accrued interest on the notes totaled $53,410 and $49,540, respectively at March 31, 2014 and 2013, and December 31, 2012.respectively.

As more fully disclosed in Note 3 the Company has issued promissory notes to the former shareholders of TAL in the aggregate amount of $526,462 Belize dollars, (US $274,341 based on exchange rates in effect at March 31, 2013), including capitalized interest of $10,322 Belize Dollars (US $5,379 based on exchange rates in effect at March 31, 2013).  These notes payable to shareholders were interest free through September 30, 2009, and then commenced earning interest at a rate of 8% per annum through the maturity date.  The notes are secured by a mortgage on the land and related improvements.  The notes, plus any related accrued interest, were due on August 15, 2012, but have not been paid. The holders of these notes have not yet declared a formal default and have not taken any action to foreclose.  The Company has received approval from the former shareholders to sell the mortgaged land, and is currently marketing that land.

Convertible Notes Payable

In March 2010, the Company entered into a securities purchase agreement with the preferred members of GCE Mexico pursuant to which the Company issued senior unsecured convertible promissory notes in the original aggregate principal amount of $567,000 and warrants to acquire an aggregate of 1,890,000 shares of the Company’s common stock.  The Convertible Notes mature on the earlier of (i) March 16, 2012, or (ii) upon written demand of payment by the note holders following the Company’s default thereunder. The maturity date of the Convertible Notes may be extended by written notice made by the note holders at any time prior to March 16, 2012.  These notes have been extended to September 2013.until March 15, 2015.  Interest accrues on the convertible notes at a rate of 5.97% per annum, and is payable quarterly in cash, in arrears, on each nine-monthyear anniversary of the issuance of the convertible notes.  The Company may at its option, in lieu of paying interest in cash, pay interest by delivering a number of unregistered shares of its common stock equal to the quotient obtained by dividing the amount of such interest by the arithmetic average of the volume weighted average price for each of the five consecutive trading days immediately preceding the interest payment date.  At any time following the first anniversary of the issuance of the Convertible Notes, at the option of the note holders, the outstanding balance thereof (including unpaid interest) may be converted into shares of the Company’s common stock at a conversion price equal to $0.03.  The conversion price may be adjusted in connection with stock splits, stock dividends and similar events affecting the Company’s capital stock.  The convertible notes rank senior to all other indebtedness of the Company, and thereafter will remain senior or pari passu with all accounts payable and other similar liabilities incurred by the Company in the ordinary course of business. The Company may not prepay the convertible notes without the prior consent of the Investors.

In January 2014, the Company entered into a securities purchase agreement with the third party investors pursuant to which the Company issued senior unsecured contingently convertible promissory notes in the original aggregate principal amount of $130,000 and warrants to acquire an aggregate of 1,083,332 shares of the Company’s common stock.   Interest accrues on the convertible notes at a rate of 8% per annum, and is payable quarterly in cash, in arrears, on each year anniversary of the issuance of the convertible notes.   At any time following the first anniversary of the issuance of the Convertible Notes, at the option of the note holders, the outstanding balance thereof (including unpaid interest) may be converted into shares of the Sustainable Oils’s common stock at a conversion price equal to $0.01448, subject to change based on Sustainable Oils receiving alternative consideration from another investor.  The conversion price may be adjusted in connection with stock splits, stock dividends and similar events affecting the Sustainable Oils’s capital stock.  The relative fair value of the warrants was considered insignificant.

Mortgage Notes Payable

The investors holding the preferred membership units of GCE Mexico also directly funded the purchase by Asideros I of approximately 5,000 acres of land in the State of Yucatan in Mexico by the payment of $2,051,282.$2,051,282, The land was acquired in the name of Asideros I, and Asideros I issued a mortgage in the amount of $2,051,282 in favor of the two original investors. These two investors also directly funded the purchase by Asideros 2 of

13
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements


approximately 4,500 acres, and a second parcel by Asideros 2 of approximately 600 acres of land adjacent to the land owned by Asideros by the total payment of $963,382. The land was acquired in the name of Asideros 2 and Asideros 2 issued mortgages in the amount of $963,382 in favor of these two investors. These mortgages bear interest at the rate of 12% per annum, payable quarterly. The parties have agreed to accrue the interest until such time as the Board determines that there is sufficient cash flow to pay all accrued interest. The initial mortgage, including any unpaid interest, is due in April 2018. The second mortgage, including any unpaid interest, is due in February 2020.

In October 2011, the two original investors also directly funded the purchase by Asideros 3 of approximately 5,600 acres for a total $2,095,525. The land was acquired in the name of Asideros 3 and Asideros 3 issued mortgages in the amount of $2,095,525 in favor of these two investors. These mortgages bear interest at the rate of 12% per annum, payable quarterly. The Board has directed that this interest shall continue to accrue until such time as the Board determines that there is sufficient cash flow to pay all accrued interest. The initial mortgage, including any unpaid interest, is due in October 2021.

Recently,In November 2012, one of the two holders of the preferred membership interests acquired all of the ownership interests of the other member.  Accordingly, all of the foregoing obligations are now owed to the sole holder of GCE Mexico’s preferred membership interests.

Promissory Notes Payable

In March 2013, the Company issued a secured promissory note in the principal amount of $1,300,000 to Targeted Growth, Inc. as part offor certain Camelina assets.  The purchase occurred concurrently with the acquisition of Sustainable Oils, LLC.  The note bears an interest rate of ten percent (10.0%) per annum, and is payable upon the earlier of the following: (a) to the extent of 35.1% of, and on the third business day after, the receipt by the Company of any Qualified Funding; or (b) September 13, 2014 (the “Maturity Date”).  The Company has amended the note by extending the maturity date to December 31, 2014 and returning the certain Camelina assets to Targeted Growth, Inc. at the book value of $190,500.  Thus, the outstanding balance of the note was reduced by the value of the assets returned for the same book value of $190,500.  The term “Qualified Funding” means all equity funding in excess of the $800,000, in the aggregate, received by the Company, its subsidiary or an affiliate after the date hereof for its Camelina business.

Settlement of LiabilitiesNote 7 - Equity (Deficit)

The Company has settled certain liabilities previously carried on the consolidated balance sheet, which settlements resulted in gains from the extinguishment of liabilities. There was no gain on settlement of liabilities for the three months ended March 31, 2013, but there was a gain of $514,473 for the three months ended March 31, 2012. The gain in 2012 was primarily from the settlement or expiration of historic liabilities primarily incurred by prior management in connection with the discontinued pharmaceutical operations. In addition, the Company wrote off certain liabilities that had been extinguished with the passage of time for collection under applicable statutues of limitation laws.

Note 8 - Common Stock

In March 2013, the Company issued 40,000,000 shares, at $.02 per share as partial considertionconsideration of the business purchase that included certain assets, patents, and other intellectual property and rights related to the development of Camelina sativa as a biofuels feedstock that it acquired (see Note 11).acquired.

Note 98 – Stock Options and Warrants

Stock Options and Compensation-Based Warrants

The Company has threean incentive stock option plansplan wherein 44,000,00040,000,000 shares of the Company’s common stock are reserved for issuance there under.

14
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements



No income tax benefit has been recognized for share-based compensation arrangements.  Otherwise, no share-based compensation cost has been capitalized in theconsolidated balance sheet.
thereunder.

A summary of the status of options and compensation-based warrants at March 31, 2013,2014, and changes during the three months then ended is presented in the following table:
 
      Weighted        Weighted   
    Weighted Average      Weighted Average   
 Shares  Average Remaining Aggregate  Shares Average Remaining Aggregate 
 Under  Exercise Contractual Intrinsic  Under Exercise Contractual Intrinsic 
 Option  Price Life Value  Option Price Life Value 
                   
          
Outstanding at December 31, 2012  68,608,483  $0.02  4.3 years $- 
Outstanding at December 31, 2013  69,375,311  0.02  6.6 years  - 
                         
Granted  3,450,000   0.01        3,700,000  0.01      
Exercised  -   -        -  -      
Forfeited  (350,000)  0.01        (350,000) 0.02      
Expired  (2,500,000)  0.04        (80,000) 0.25      
                         
Outstanding at March 31, 2013  69,208,483   0.01  5.4 years $164,571 
Outstanding at March 31, 2014  72,645,311  0.02  8.9 years $80,830 
                         
Exercisable at March 31, 2013  42,725,983  $0.03 3.2 years $79,491 
Vested and Expected to Vest at March 31, 2014  53,468,233 $0.02  2.9 years $61,907 
 
At March 31, 2013, options to acquire 80,000 shares of common stock have no stated contractual life. The fair value of other stock option grants and compensation-based warrants is estimated on the date of grant or issuance using the Black-Scholes option pricing model.  3,450,000 optionsOptions to purchase 3,700,000 shares of common stock were issued in the three-month periodthree months ended March 31, 20132014 and none3,450,000 in the three-month periodthree months ended 2012.March 31, 2013. The weighted average fair value of stock options issued during the three months ended March 31, 2014 and 2013 as $0.15.$0.014 and $.015, respectively.   The weighted-average assumptions used for the stock options granted and compensation-based warrants issued during the three months ended March 31, 2014 and 2013 were risk-free interest rate of 1.75% and 0.77%, volatility of 181%130% and 171%, expected life of 5.08.9 years, and dividend yield of zero. The expected life of stock options represents the period of time that the stock options granted are expected to be

15
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements


outstanding prior to exercise. The expected volatility is based on the historical price volatility of the Company’s common stock. The risk-free interest rate represents the U.S. Treasury constant maturities rate for the expected life of the related stock options. The dividend yield represents anticipated cash dividends to be paid over the expected life of the stock options. The intrinsic values are based on a March 31, 20132014 closing price of $0.016$0.014 per share.

Share-based compensation from all sources recorded during the three months ended March 31, 2014 and 2013 was approximately $44,290 and 2012 was $107,115, and $17,004, respectively, and is reported as general and administrative expense in the accompanying condensed consolidated statements of operations.  As of March 31, 2013,2014, there is approximately $113,069$145,090 of unrecognized compensation cost related to stock-based payments that will be recognized over a weighted average period of approximately .120.53 years.

Stock Warrants

A summary of the status of the warrants outstanding at March 31, 2013,2014, and changes during the three months then ended is presented in the following table:
     Weighted Weighted   
  Shares  Average Average Aggregate 
  Under  Exercise Remaining Intrinsic 
  Warrant  Price Contractual Life Value 
           
           
Outstanding at December 31, 2012  24,585,662  $0.01 .75 years $- 
              
              
Issued  -   -      
Exercised  -   -   $- 
Expired  -   -      
              
Outstanding at March 31, 2013  24,585,662  $0.01 .5 years $314,184 
Note 10 - Discontinued Operations

Pursuant to accounting rules for discontinued operations, the Company has classified all gain, revenue and expense related to the operations, assets, and liabilities of its bio-pharmaceutical business as discontinued operations.  For the three-month periods ended March 31, 2013 and 2012, Income from Discontinued Operations consists of the foreign currency transaction gains related to current liabilities associated with the discontinued operations that are denominated in Euros.
    Weighted Weighted   
  Shares Average Average Aggregate 
  Under Exercise Remaining Intrinsic 
  Warrant Price Contractual life Value 
          
Outstanding at December 31, 2013  2,000,000  0.01 9.24 years $20,000 
             
Issued  1,083,332  0.012  2.76 years $13,000 
Exercised  -         
Expired  -         
             
Outstanding at March 31, 2014  3,083,332  0.0117 6.80 years $36,167 

Note 119 - Acquisition of Camelina Assets and Sustainable Oils
 
On March 13, 2013, the Company completed a business purchase that included certain assets, patents, and other intellectual property and rights related to the development of Camelina sativa as a biofuels feedstock (the “Camelina Assets”) from Targeted Growth, Inc., a Washington based crop biotechnology company focused on developing products with enhanced yield and improved quality for the agriculture and energy industries.  Also on March 13, 2013, we purchased all of the membership interests of Sustainable Oils, LLC, (SusOils) a Delaware limited liability company, from Targeted Growth, Inc. and the other, minority owner of that limited liability company.  SusOils is a company that, since 2007, has been engaged in the development, production and commercialization of Camelina-based biofuels and FDA approved animal feed.  Substantially all of the Camelina Assets were previously owned by SusOils and used in SusOils’ operations.

16
 
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements


TheFor accounting purposes, the acquisition of the Camelina Assets include: three issued U.S. patents on Camelina Sativa varieties; a substantial portfolio of other intellectual property assets,and all of the Seller’s intellectual property related to the research, development, breeding and/or genetic developmentmembership interests of Camelina; germplasm; licenses, consents, permits, variances, certifications and approvals granted by any governmental agencies relating to Camelina operations; machines, equipment, tractors and vehicles used in Camelina operations; the name “Sustainable Oils” and the Sustainable Oils logo; and certain trade secrets, know-how, and technical data.
We currently intend to operate our Camelina business through a new subsidiary. We intend to capitalize that new subsidiary with the Sustainable Oils intellectual properties and operating assets that we recently purchased. In order to fund the operations and expansion of the Camelina operations, we intend to raise additional capital through the sale of debt or equity in the newly formed Camelina subsidiary. Sustainable Oils’ operations have been headquartered in Bozeman, Montana. We intend to continue to conduct our Camelina operations in Montana. Accordingly, in March 2013, we entered into a sublease with Targeted Oils, Inc., to sublease a portion of Targeted Growth’s research facilities and administrative offices in Bozeman, Montana.
We paid for the Camelina Assets by issuing to Targeted Growth, Inc. (i) a secured promissory note in the principal amount of $1,300,000 (the “Promissory Note” – see note 6 for more details) and (ii) an aggregate of 40,000,000 shares of our common stock.  Of the 40,000,000 shares, 4,000,000 shares will be held by an escrow agent for 15 months following the closing for the purpose of providing a partial security to support the indemnity provisions of the purchase agreement.  The 40,000,000 shares were valued at the market price on March 14, 2013.
The fair value of the consideration transferred to Targeted Growth, Inc. is in the following table:
Investment in Sustainable Oils   
Notes Payable to Targeted Growth, Inc. $1,300,000 
Cash (paid out)  100 
Common stock issued  40,000 
Additional Paid in Capital  760,000 
  $2,100,100 

The purchase price for the Sustainable Oils, LLC membership interests was $100.  Sustainable Oils’ assets include 295,000 pounds of “certified” Camelina seeds that we intend to sell to farmers this year and/or next year foris treated as the production of Camelina feedstock.  The liabilitiesacquisition of Sustainable Oils include an approximately $2.3 million liability to UOP LLC, which is secured by a lien on the three patents we acquired as part of the Camelina Assets.  The foregoing debt owed to UOP LLC will remain a direct obligation of SusOils and not of this company.
The amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed are as follows:
  Fair Values at 
  Acquisition 
  Date 
 Prepaids and other assets $260 
 Inventory  430,141 
 Intangible Assets  3,887,270 
 Equipment  190,500 
 Accounts Payable to UOP  (2,286,727)
 Commitment for field testing  (79,000)
 Other accounts payable and accrued liabilities  (42,339)
 Total net assets of Sustainable Oils $2,100,100 

17
GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements

The value of the acquired identifiable intangible assets of $3,877,270 has been recorded as of the acquisition date of March 13, 2013 pending completion of the valuation process.
Oil’s business.  The amounts of Sustainable Oils, LLC Inc.'s revenue and earnings included in the Company’s consolidated income statement for the three months ended March 31, 2014 and 2013, and the pro forma revenue and earnings of the combined entity had the acquisition date been January 1, 2013, and January 1, 2012, are as follows:
 
  Revenue  Net Earnings (Losses) 
Actual March 13, 2013 - March 31, 2013 $-  $- 
         
2013 Supplemental pro forma from $92,727  $(261,483)
January 1, 2013 - March 31, 2013        
         
2012 Supplemental pro forma from $3,422,263  $317,670 
January 1, 2012 - March 31, 2012        
  Revenue  Net Losses 
       
2013 Supplemental pro forma from $92,727  $(261,483)
January 1 - March 31, 2013        
 
The cost incurred relatedforegoing pro forma data is subject to various assumptions and estimates, and is presented for informational purposes only. This pro forma data does not purport to represent or be indicative of the acquisitionconsolidated operating results that would have been reported had the transaction been completed as described herein, and the data should not be taken as indicative of Sustainable Oils, LLC includes approximately $21,500 in legal and $6,000 in valuation fees.future consolidated operating results.
 
Note 10 – Impairment of assets and fair value measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, a hierarchy has been established by generally accepted accounting principles which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. This hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data.
Level 3 – Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

As of March 31, 2014 and 2013, the Company does not have any assets or liabilities measured at fair value on a recurring basis.

Fair value is used on a nonrecurring basis to measure certain assets when applying lower of cost or fair value accounting or when adjusting carrying values.  Fair value is also used when evaluating impairment on certain assets, including deferred growing costs and property and equipment.

The following is a tabular presentation of assets measured at fair value on a nonrecurring basis along with the level within the hierarchy in which the fair value measurement falls as of March 31, 2014:

     Fair Value of Measurements at Reporting 
  March 31,  Date Using 
Description 2014  Level 1  Level 2  Level 3 
Deferred Growing Cost $-  $-  $-  $- 
Plantation Development Cost  10,523,633   -   -   10,523,633 
  $10,523,633  $-  $-  $10,523,633 

The Company has not recognized any impairment charges for the three months ended March 31, 2014 and 2013.
Note 1211 – Subsequent EventsEvent

On July 1, 2014, the Company entered into a Technical Services agreement with two distinct components and scope for a total contracted price of $924,687. The two components are (1) the Company is holding certain propertywill complete a comprehensive feasibility and financial analysis on the business and economic viability of an expanded Caribbean Energy farm for sale (see Note 4).  In April 2013,a contracted fee of $367,598, and; (2) the Company’s board has approvedCompany will independently develop and operate a sales price that contemplatescertified germplasm nursery over a loss12 month period for a contracted fee of approximately $148,000 on this transaction.  $557,089.

The Company is incurring a loss in order to facilitate an immediate cash transaction.

 
18
 

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

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

The following discussion and analysis of our operatingfinancial condition and results are described under “Risk Factors”of operations should be read in conjunction with our unaudited condensed consolidated financial statements and elsewherethe related notes thereto contained in Part I, Item 1 of this Quarterly Report. The information contained in this report.

Introductory CommentQuarterly Report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which discuss our business in greater detail.

Throughout this Quarterly Report on Form 10-Q, the terms “GCEH,” “we,” “us,” “our,” and “our company” refer to Global Clean Energy Holdings, Inc., a Delaware corporation (which used to be a Utah corporation until July 19, 2011), formerly known as Medical Discoveries, Inc., and, unless the context indicates otherwise, also includes all of this company's U.S. and foreign wholly-owned subsidiaries through which this company conducts certain of its operations. To the extent applicable, depending on the context of the disclosure, the terms “we,” “us,” “our,” and “our company” may also include GCE Mexico I, LLC, a Delaware limited liability company that we manage, and in which we own 50% of the common membership interests, and our new wholly owned subsidiary, Sustainable Oils, LLC,Inc., a Delaware limited liability company,Corporation, as well as our other subsidiaries.

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

Overview

Global Clean Energy Holdings, Inc. is a U.S.-based, multi-national, energy agri-business focused on the development of non-food based bio-feedstocks.  We have full service in-house development and operations capabilities, which we provide support to our own energy farms and to third parties.  With international experience and capabilities in eco-friendly biofuel feedstock management, cultivation, production and distribution, we believe that we are well suited to scale our existing business.

Since 2007, our business focus has been on the commercialization of non-food based oilseed plants and biomass.  We began with the development of farms growing Jatropha curcas (“Jatropha”) - a non-edible plant indigenous to many tropical and sub-tropical regions of the world, including Mexico, the Caribbean and Central America.  On March 13, 2013, we acquired certain assets, patents, and other intellectual property and rights related to the development of Camelina sativa as a biofuels feedstock, and all of the issued and outstanding limited liability company interests in Sustainable Oils, LLC, a Delaware limited liability company.company that has extensive experience in the development and farming of Camelina as an energy crop.  In that acquisition, we also acquired certain intellectual property, including issued patents, related to Camelina production.  As a result of the acquisition, of Sustainable Oils, LLC and its operating assets,  our biofuels operations have expanded into the development of Camelina sativa (“Camelina”) – an annual plant from the brassica family traditionally grown in northerly regions of the United States, Europe and Asia.  We are have focused on these two plants primarily because we feel they are complementary to one another, have the potential to produce oil seed crops economically,

they generally require less water and fertilizer than many conventional crops, and can be grown on land that is normally unsuitable for food production or is fallow or idle due to crop rotation.  Both Jatropha and Camelina oil are high-quality plant oils used as direct substitutes for fossil fuels and as feedstock for the production of high quality biofuels and other bio-based products.  Both crops have been tested and proven to be highly desirable feedstocks capable of being converted into ASTM approved fuels. The term “biofuels” refers to a range of biological based fuels including bio-kerosene (a.k.a bio-jet fuel) biodiesel, renewable diesel, green diesel, synthetic diesel and biomass, mostall of which have environmental benefits that are the major driving force for their adoption. Using biofuels instead of fossil fuels reduces net emissions of carbon dioxide and other green-house gases, which are associated with global climate change.  Both Jatropha and Camelina oil can also be used as a chemical feedstock to replace fossil and non-food based products that use edible oils in their manufacturing or production process.  The residual material derived from the oil extraction process is called press-cake or meal, which in the case of Jatropha is a high-quality biomass that has been proven and tested as a replacement for a number of fossil-based feedstocks, fossil fuels and other high value products such as renewable charcoal, fertilizers, and animal feed. Camelina  press-cake or meal is high in Omega3 and has already been approved by the FDA as a livestock (animal) feed or enhancement in the United States.
 
19

Our business plan and current principal business activities include the planting, cultivation, harvesting and processing of these oil seed plants to generate plant based oils and biomass for use as replacements for fossil fuels and other high value products.  Our strategy is to leverage our agriculture and energy knowledge, experience and capabilities through the following means:

·Own and operate biofuel energy farms for our own account.
 
·Own, operate and manage farms in a joint venture (JV) with either strategic partners or financial investors.  We currently own three Jatropha farms in Mexico under such joint ownership arrangements:
 
·Contract with third party farmers (such as wheat and barley farmers) for the farming of significant acreage of Camelina sativa on their idle land which is in rotation with their other crops in the United States and many parts of Europe.
 
·Produce and sell certified Camelina seed (which seed is based upon our patented, high-yielding elite varietiesvarieties) to farmers in the United States and internationally.
 
·Provide energy farm development and management services to third party owners of biofuel energy farms and to non-energy farmers looking to utilize energy crops in rotation or inter-cropped with their existing crops.  Provide advisory services to farmers wishing to certify their farms under international sustainability or carbon certification standards, specifically the Roundtable on Sustainable Biomaterials (RSB) and Gold Standard Verified Emission Reductions (GS-VERs).  We are currently managing a Jatropha farm in the Caribbean under a contract with a third party who wishes to significantly expand to provide large volumes of plant based oil and biomass to fuel their industrial process.
 
·Provide turnkey franchise operations for individuals and/or companies that wish to establish purpose specific energy farms in suitable geographical areas.
 
The development of agricultural-based energy projects, like plant oil and related biomass, may produce carbon credits through the sequestration (storing) of carbon and the displacement of fossil-based fuels.  Accordingly, in addition to generating revenues from the sale of non-food based plant oils and biomass, we are seeking to certify our farms, where practical, to generate and monetize carbon credits.  See, “Business-Carbon Credits,” below.

Organizational History

This company was originally incorporated under the laws of the State of Utah on November 20, 1991.  On July 19, 2010, we changed the state of our incorporation from Utah to Delaware.  Our principal executive offices are located at 100 W. Broadway,2790 Skypark Drive, Suite 650, Long Beach, Los Angeles County, California 90802,105, Torrance, CA 90505, and our current telephone number at that address is (310) 641-GCEH (4234).  We maintain a website at: www.gceholdings.com.www.gceholdings.com.  Our annual reports, quarterly reports, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and other information related to this company are available on our website as soon as we electronically file those documents with, or otherwise furnish them to, the Securities and Exchange Commission.  Our Sustainable Oils subsidiary also maintains a website at www.susoils.com.www.susoils.com.  Our Internet websites and the information contained therein, or connected thereto, are not and are not intended to be incorporated into the Annual Report on Form 10-K at December 31, 2013 or into this quarterly report on Form 10-Q.

 
 
20
 

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States require management to make estimates and assumptions that affect the reported assets, liabilities, sales and expenses in the accompanying financial statements. Critical accounting policies are those that require the most subjective and complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain.

Agricultural Producer.Producer. All costs incurred untilincluding the actual planting of Jatropha are capitalized as plantation development costs, and are included in “Property and Equipment” on the balance sheet. Plantation development costs are being accumulated in the balance sheet during the development period and will be accounted for in accordance with accounting standards for Agricultural Producers and Agricultural Cooperatives. The direct costs associated with each farm and the production of the Jatropha revenue streams have been deferred and accumulated as a noncurrent asset and are included in “Deferred Growing Costs” on the balance sheet. Other general costs without expected future benefits are expensed when incurred.

Certain other critical accounting policies, including the assumptions and judgments underlying them, are disclosed in Note 1 to the Consolidated Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2012.2013.

Results of Operations

Revenues. During the three months ended March 31, 20132014 and 20122013 we recognized revenue of $105,627$78,810 and $619,521,$105,627, respectively. The revenues that we generated in 2014 and 2013 were primarily derived from Jatropha related advisory services we rendered to third parties while mostand a small amount of our 2012 revenues represented (i)  agricultural subsidies received from Mexican governmental agencies ($465,586) (ii) fees for Jatropha related advisory services we rendered to third parties, and (iii) sales of Jatropha oil and Jatropha seeds and other products (waste wood, Jatropha seed husks, etc.).  Revenues during the three-month period ended March 31, 2013 mostly decreased by $513,894 from the comparable 2012 fiscal quarter because we only received $17,147 in agricultural subsidies from the Mexican government in the current fiscal quarter, compared to $465,586 of such subsidies in the same quarter last year.2013.   Revenues received from agricultural subsidies and from the sale of JatrohaJatropha products are paid to our GCE Mexico I, LLC subsidiary and are used in its operations in Mexico.  Revenues we generate from Jatropha advisory services and from Camelina operations are used for this company’s operations.

In the short term, our goal is to increase the amount of advisory and management services that we render to third parties in order to generate revenues to fund our corporate working capital needs, and to generate Camelina-related revenues from the Camelina business that we acquired in March 2013.  Our Camelina operations are expected to generate revenues from the sale of Camelina seeds, the sale of Camelina oil, and the sale of the Camelina biomass for use as feed for livestock.  In the longer term, our goal is to substantially increase the revenues derived from the operations of our Jatropha farms, to rapidly ramp up our Camelina operations by increasing the amount of Camelina acreage under plantation in North America, and to continue to generate fees from advisory services that we render to third parties.  We anticipate that revenues for the remainder of 20122014 will increase significantly due to Camelina oilthe sale of renewable charcoal from the restart and seed sales we expect to realize fromscale-up of our newly acquired Camelina business.biomass processing project in Mexico.

General and Administrative Expenses. Our general and administrative expenses related to the three months ended March 31, 20132014 were substantially unchanged from last year’s periods  ($492,356 and 2012 were $560,139, and $627,467, respectively, a decrease of 10.7%respectively).  General and administrative expenses principally consist of officer compensation, outside services (such as legal, accounting, and consulting expenses), share-based compensation, and other general expenses (such as insurance, occupancy costs and travel). General and administrative expenses are, however, expected to increase as a result of our acquisition of the Camelina assets/business in March 2013.  In connection with operating the new Camelina operations, we have increased the number of employees on our payroll, and have subleased a facility in Bozeman, Montana.

Plantation (Farm) Operating Costs. For the three months ended March 31, 20132014 and 2012,2013, we recorded Plantation Operating Costs from the operations of the farms of $27,731 and $570,156, and $172,437, respectively.  This increaseThe decrease was mostly relateddue to a work force reduction and a one-time charge of $547,000 for severance costs.  This charge was offset by a reduction in farming costs at our Mexico farms as we scaled back planting of new Jatropha trees at those Mexico farms.

Other Income/Expense.  Interest expense for the three months ended March 31, 20132014 increased to $216,775slightly from $192,800 in  the same quarterperiods in 2012 as a result of the2013 due to larger mortgage related to the third farm that we acquired in October 2012.outstanding principal balances.

Income (Loss) from Discontinued Operations. No gains/losses from discontinued operations were recognized during the three months ended March 31, 2013 and $2,038 in losses was recognized in the three months ended March 31, 2012. The income or loss from discontinued operations principally relates to foreign currency exchange rate gains or losses on liabilities associated with our former bio-pharmaceutical business, which are denominated in euros.
21

Net loss attributable to the non-controlling interest.  Our Mexico farm operations are owned through GCE Mexico I, LLC, a Delaware limited liability company (“GCE Mexico”).  We own 50% of the common membership interests of GCE Mexico and one investor currently owns the other 50% of the common membership interests.  The proceeds from the sale of the preferred membership units, and from subsequent capital contributions, have been used to fund the operations of Asideros Globales Corporativo 1 (“Asideros 1”) and Asideros Globales Corporativo 2 (“Asideros 2”), each of which have acquired land in Mexico that, collectively, constitute our first two Jatropha farms.  Asideros Globales Corporativo 3 (“Asideros 3”) acquired our third farm in October 2011, but had no impact on the results of our operations.  GCEH directly owns 1% of Asideros 1, Asideros 2 and Asideros 3, and the balance is owned by GCE Mexico.  Accordingly, we own 50.5% of Asideros 1, Asideros 2 and Asideros 3 either directly or through our common membership interest in GCE Mexico.  As such, our consolidated financial statements include the accounts of the Asideros farm entities.  Under
GCE Mexico’s LLC Agreement, the net loss allocated from these entities to GCE Mexico is then further allocated to the members of GCE Mexico according to the investment balances.  Accordingly, since the common membership interest did not make a capital contribution, all of the losses allocated to GCE Mexico have been further allocated to the preferred membership interest.  The net loss attributable to the non-controlling interest in the accompanying Consolidated Statement of Operations represents the allocation of the net loss of GCE Mexico to the preferred membership interests.

Net income/loss attributable to Global Clean Energy Holdings, Inc. WeThe Company recorded net losses of $238,518 for the three months ending March 31, 2013$328,466 and a net income of $358,964$238,518 for the three months ended March 31, 2012,2014 and 2013, respectively.  Our ability to generate net income in the future will depend upon theThe amount of advisory and management services that we render at the corporate level, the amount of revenues generated from our Jatropha farms in Mexico, and on the amount of revenues we generate from our new Camelina operations.operations increase our ability to generate net income in the future.  In addition to incurring farm operating expenses in Mexico for our Jatropha operations, we will continue to accrue interest expense on the mortgages that encumber the Tizimin, Mexico, farms.  Although we anticipate that we will generate new revenues from our Camelina operations and that revenues from our Jatropha farm operations will increase, we are unable to forecast if, or when such revenues will exceed our operating expenses.

Liquidity and Capital Resources

As of March 31, 2013,2014, we had $514,458$265,313 in cash or cash equivalents and had a working capital deficit of $4,067,685,$6,437,014, as compared with $941,579$216,531 in cash and a working capital deficit of $1,581,288$5,192,936 as of December 31, 2012.  However,2013.

The amount of the foregoing cash or cash equivalent balances held at March 31, 2013,2014 represents cash held in our corporate accounts and our joint venture accounts. Of these amounts, only $12,999$34,550 may be used for our general corporate purposes, with the remaining balance anticipated to be used in the operations of the Tizimin, Mexico farms owned by the GCE Mexico I, LLC joint venture.  As a result, the GCE Mexico I, LLC funds will not be available to us for our corporate working capital or other purposes, and are not available to us to reduce our indebtedness.  In order to fund our short-term working capital needs, we will have to obtain additional funding from the sale of assets, held for sale, the sale of additional securities, additional borrowings, or from an increase in operating revenues. Outstanding indebtedness at March 31, 20132014 totaled $19,747,158.$23,586,189. The existence of the foregoing working capital deficit and total current and long term liabilities is expected tomay negatively impact our ability to obtain future equity or debt financing and the terms on which such additional financing, if available, can be obtained.  We incurred losses from continuing operations of $698,218 and $1,241,404 for the three months ended March 31, 2014 and March 31, 2013 respectively, and have an accumulated deficit applicable to its common shareholders of $26,837,525$28,667,341 at March 31, 2013.  Because of the foregoing factors and our negative cash flow from operations, our auditors have concluded that there is a substantial doubt about our ability to continue as a going concern.2014.

To date, we have fundedOn July 1, 2014, the Company entered into a Technical Services agreement with two distinct components and scope for a total contracted price of $924,687. The two components are (1) the Company will complete a comprehensive feasibility and financial analysis on the buisness and economic viability of an expanded Caribbean Energy farm for a contracted fee of $367,598, and; (2) the Company will independently develop and operate a certified seed nursery over a 12 month period for a contracted fee of $557,089.  The purpose of our corporate overhead and other public company costs and expenses primarily from (i)advisory client funding the salecertified seed nursery is that they anticpate that, with approval of debt and equity securities, (ii) monthly payments we receive from our GCE Mexico I, LLC joint venture, and (iii) fees we receive for providing Jatropha related advisory services to third parties. During the period ended March 31, 2013, we received overhead reimbursements of $84,531 from GCE Mexico I, LLC.  We anticipate that our overhead reimbursementsa feasibility report, financing will be provided for the balancedevelopment of the current fiscal year will continue at no less than the foregoing rate.  In addition, wea 25,000 acre Jatropha project.  We anticipate that that we will continue to receive advisory service fees in the near term, although the amount of such fees will depend on our ability to enter into new service agreements.  The amount of cash on hand and the anticipated cash receipts from GCE Mexico and the advisory service clients will notmay be sufficient to fund our working capital needs in the near term or for the next twelve months.  Furthermore, we do not have sufficient financial resources to fund our business plan (which includes the purchase of our own biofuel farms and other capital outlays). Accordingly, unless we enter into additional advisory service agreements or otherwise receive cash proceeds, we will have to obtain additional funding in the near future from the sale of our securities or the sale of assets held for sale to fund our cash needs.  No assurance can be given that we will be able to raise additional capital or that such additional capital will be on terms favorable to the company and its shareholders.

Our business plan contemplates that we will (i) continue to develop our Jatropha business and operations, which includes replanting portions of our existing farms in Mexico (including possibly developing and cultivating our third Jatropha farm in Mexico), and (ii) diversify our biofuel energy crop revenues from new revenues generated by our new Camelina operations.operations, as follows:
22

JatrophaFarming Operations.  Because Jatropha is such a novel crop, our Jatropha operations are still considered to be in the development stage even though we have planted significant amounts of land over the past years.  To date, revenues from our Jatropha farms located in Mexico have not been significant and have not met our initial expectations for various reasons, including increased disease pressure, dramatic variations in weather conditions and cultivation techniques.under-performance of certain varieties.  We are currentlyhave been addressing these issues and we anticipate that revenues from the Jatropha farms we currently own through our GCE Mexico I, LLC joint venture in Mexico will increase in 2013during the next 12 months and continue to increase and become more significant thereafter.  The operational expenses of the Jatropha farms in Mexico are substantial and exceed the amount of revenues that the farms are expected to generate from operations this year.  We have submitted a budget to the third party investor ofOur Partner in GCE Mexico has approved the 2014 operating budget and has committed to funding the cash requirements for the 20132014 operating expenses of GCE Mexico, and he has acknowledged his intent to contribute sufficient additional funds to pay the budgeted cash requirements during 2013.Mexico.  Based on these assurances, we anticipate that we will have sufficient funds to operate our Mexico farms in 2013.2014.  In addition, the Mexico government has issued a permit to re-commence the processing and sale of charcoal.  We have already begun shipping product .  Sales of charcoal are expected to partially offset or operating expenses in Mexico.  No assurance can, however, be given that the costs of operating the Mexico farms will not exceed our budget, or that our GCE Mexico investor will, in fact, fund the budgeted amounts.

Even if operations of the three Jatropha farms owned through GCE Mexico improve thisduring the next year as expected and, therefore, that the joint venture will generate significant revenues, we do not project that any cash distributions will be made to Global Clean Energy Holdings, Inc. for several years.  Under our agreements with our GCE Mexico investors, all net cash generated from the Jatropha operations that are conducted through GCE Mexico must first be used to fund the operations of those farms, and any excess must thereafter be used to repay the capital contributed by our joint venture investors (plus their preferred return).  The total amount of capital and the preferred return that must be paid to our joint venture investors before funds are distributed to us currently is in excess of $25,948,000$29,000,000 as of March 31, 2013.2014.  As a result, the improving operations of the Mexico farms will not produce short-term cash or improve our liquidity, nor will the improving operations of the Mexico farms generate funds that we can use for our business plan, for working capital purposes, or for the acquisition of additional Jatropha or other biofuel feedstock farms.  Because of our negative working capital position, we currently do not have the funds necessary to acquire and cultivate additional Jatropha farms for our own account.  Accordingly, in order to increase our farm ownership and operations, we will have to obtain significant additional capital through the sale of equity and/or debt securities, the forward sale of Jatropha oil  and carbon offset credits, andor from other financing activities, such as debt financing, strategic partnerships andand/or joint ventures.

Camelina Operations.  In March 2013, we acquired the business and assets of Sustainable Oils, LLC, a company that has been engaged in developing Camelina products since 2007.  Sustainable Oils has generated over $20 million in revenues during the past three years, but has incurred a loss of approximately $5.8 million during that time.  The new Camelina operations will require a significant amount of additional cash to scale up its operations and to reach profitable operations.  Our goal is toWe will operate the Camelina business that we acquired through a new subsidiary thatSustainable Oils LLC, which we intend to form, and to capitalize that new subsidiarycapitalized with the Sustainable Oils intellectual properties and operating assets that we recently purchased.  Furthermore, our goal is to fund the operations and expansion of the Camelina operations with new debt or equity that we intend to raiseare in the process of raising specifically for the Camelina subsidiary.  While weWe have been in discussions with a number of sources for the additional funding, but we have not entered into any binding arrangements for the desired amount of new funding.  No assurance can be given that we will obtain the additional capital necessary to operate and grow our new Camelina operations.  In the event that we do not obtain the necessary amount of financing to properly operate and scale up our new Camelina operations, those operations are expected to continue to operate at a loss.  Without the additional funding, we may have to re-evaluate our planned Camelina operations.

As partial consideration for the Camelina assets that we purchased in March 2013, we issued a $1,300,000 promissory note.  The promissory note bears simple interest at the rate of ten percent (10.0%) per annum, and is payable upon the earlier of the following: (a) to the extent of 35.1% of, and on the third business day after a Qualified (equity) Funding; or (b) September 13, 2014 and has been extended to December 31, 2014.  The term “Qualified Funding” means all equity funding in excess of the $800,000, in the aggregate, received by us for our Camelina business.  Our obligations under the promissory note are secured by a first priority lien on certain tangible assets included in the purchase of the Camelina assets.  The promissory note is a full recourse obligation.Ifobligation. However, the holder of the promissory note has agreed that if the holder has to pursue the collection of amounts due under the promissory note, the holder maywill not seize or take any action to collect any amounts due and owing against any of the Company’s assets (including its cash) related to a line of business other than the businessCamelina business. In September 2014, we renegotiated the terms of developing intellectual propertythe note and managing farming activitiesagreed to return certain tangible assets that constituted the collateral under the promissory note to the holder of the promissory note in exchange for a reduction of the developmentamount owed under the promissory note and an extension of Camelina sativa used for biofuels feedstock.the maturity date to December 31, 21014. The promissory note is no longer secured by any tangible assets.

Other Potential SourcesSource of Liquidity.  We currently own all of the outstanding capital stock of Technology Alternatives Limited, a company formed under the laws of Belize (“TAL”) that owns a 400-acre farm in subtropical Belize, Central America. The Belize farm is inactive, and we are currently attempting to sell the farm.  TAL has outstanding four promissory notes in the aggregate amount of $516,139 Belize Dollars (US $260,689 based on exchange rates in effect at May 10, 2013), which promissory notes are secured by a mortgage on the 400-acre farm.  The promissory notes have matured, but the holders of the notes have not declared a default.  We have reclassified the Belizean farm as an investment property and are currently attempting to sell the 400-acre property.  

We are currently in negotiations with a third party to sell them the property.  The former owners/current note holders have been informed of the possible land sale, and we have received the preliminary approval of the sale from the mortgage holders.  If the sale of the 400-acre farm is consummated, we expect to receive some of the net proceeds from that sale, which proceeds will be used for our working capital purposes.
23

We also expectentitled to receive royalty payments from the legacy pharmaceutical assets we sold in 2009 to Curadis GmbH.  In February 2012, Curadis GmbH informed us that it has licensed certain of the technologies that we sold to it, and, as a result that we will be receiving a royalty of 4.5% of all net sales of products sold using the licensed technology.  Certain of the intellectual property that we sold to Curadis will revert to us if royalties from those assets do not exceed 300,000 euros by December 31, 2014.  In 20122013 we received $24,921$903 from Curadis under this new licensing arrangement.arrangement and none in 2014.

We presently do not have any available credit, bank financing or other external sources of liquidity. In the absence of additional outside funding (including proceeds from the sale of our securities, or entering into other joint venture relationships), we do not have the ability to expand our business or acquire our ownadditional Jatropha or other biofuel feedstock farms. If we issue additional equity or debt securities to fund our future capital needs, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. Should we not be able to increase the amount of revenues we receive from our advisory services and/or raise additional debt or equity funding, we will have to materially scale back our current and proposed operations or take other actions to preserve our on-going operations.

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

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

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

PART II

ITEM 1. LEGAL PROCEEDINGS.

From time to time, the Company may become a party to other legal actions and complaints arising in the ordinary course of business, although it is not currently involved in any such legal proceedings.

ITEM 1A. RISK FACTORS.

Information regarding risk factors appears under “Risk Factors” included in Item 1A, Part I, and under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, 2012.  Except as set forth below, there have been no material changes from the risk factors previously disclosed in the above-mentioned periodic report.Not applicable.

Foreclosure of Belizean Jatropha Farm. We currently owe the four former owners of our 400-acre farm in Belize, Central America, loans in the aggregate amount of $516,139 Belize Dollars (US $260,689 based on exchange rates in effect at May 10, 2013), which loans are secured by a lien on the 400-acre farm. We are currently attempting to sell this land in order to repay the loans and realize a gain on our investment. However, the promissory notes matured on August 15, 2012, and is currently in technical default.  We are attempting to sell the land and to retire the four promissory notes.  To date, the holders of the foregoing notes have not declared a default and have not taken any action to foreclose on the mortgage.  If the holders of the notes elect to commence foreclosure proceedings against the land, we could lose the land and suffer a total loss on our investment.  No assurance can be given that the lenders will not commence foreclosure proceedings, that we will be able to sell the land, or, if needed, that we will be able to obtain an extension on the maturity date of the notes.
24

Agricultural Risks – General. Once the trees at our Mexico farms fully mature and produce Jatropha seeds in the manner that we anticipate, the agricultural operations at our Mexico farms are expected to generate the largest portion of our future revenues.  However, agriculture operations are subject to a wide variety of risks, and no assurance can be given that the Jatropha trees will develop in the manner we expect or that they will produce the fruit/seeds in the quantities that we anticipate.  Agricultural risks that could affect our Jatropha farms include delays in blooming of the plants, changes in product pricing due to variations in supply and demand, weather, disease, input costs and product yield.

The Company’s Agricultural Assets Are Concentrated and the Effects of Adverse Weather Conditions Can Be Magnified. The Company’s agricultural operations are concentrated in the center of the Yucatan peninsula, near Tizimin, Mexico. All of these areas are subject to occasional periods of drought, excess rain, flooding, and possible hurricanes. Jatropha trees require water in different quantities at different times during the growth cycle. Accordingly, too much or too little water at any given point can adversely impact production. While the Company attempts to mitigate controllable weather risks through water management and variety selection, its ability to do so is limited. The Company’s operations in Mexico are also subject to the risk of hurricanes. Hurricanes have the potential to destroy crops and impact Jatropha production through the loss of fruit and destruction of trees either as a result of high winds or through the spread of windblown disease. Because our agricultural properties are located in relative close proximity to each other, the impact of adverse weather conditions may be magnified in the Company’s results of operations.

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

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

31.1Rule 13a-14(a) Certification as adoptedof Principal Executive Officer pursuant to Section 302 ofRule 13a-14 and Rule 15d-14(a), promulgated under the Sarbanes-OxleySecurities and Exchange Act of 20021934, as amended.
31.2Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
32.2Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
  
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Link base
101.DEFXBRL Taxonomy Extension Definition Link base Document
101.LABXBRL Taxonomy Extension Label Link base Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

 
25
 

 
SIGNATURES

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

Dated: May 14, 2013                                                                                  
GLOBAL CLEAN ENERGY HOLDINGS, INC.
December 3, 2014
By:       /s/ RICHARD PALMER
            President and Chief Executive Officer (Principal Executive Officer)
By:      /s/ DONNA REILLY
            Chief Financial Officer (Principal Financial and Accounting Officer)


       By: /s/ RICHARD PALMER
       Chief Executive Officer

       By: /s/ DONALD MURRAY
       Interim Chief Financial Officer

 
26