Attached files
| file | filename |
|---|---|
| EX-32.2 - GLOBAL CLEAN ENERGY, INC. | e606051_ex32-2.htm |
| EX-31.1 - GLOBAL CLEAN ENERGY, INC. | e606051_ex31-1.htm |
| EX-31.2 - GLOBAL CLEAN ENERGY, INC. | e606051_ex31-2.htm |
| EX-32.1 - GLOBAL CLEAN ENERGY, INC. | e606051_ex32-1.htm |
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 10-Q
|
þ
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QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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|
For the quarterly period ended:
September 30,
2009
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o
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the transition period from:
to
Commission File No.:
0-30303
GLOBAL CLEAN ENERGY,
INC.
(Exact
name of registrant as specific in its charter)
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MARYLAND
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84-1522846
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(State
or Other Jurisdiction of Incorporation
or
Organization)
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(I.R.S.
Employer Identification No.)
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1241
S. Parker Rd. #201, Denver, Colorado 80023
(Address
of Principal Executive Offices)
(303)
369-5562
(Issuer’s
Telephone Number, Including Area Code)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes þ No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “small
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o (Do
not check if a smaller reporting company)
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Smaller
reporting company þ
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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o No þ
The
aggregate market value of the registrant’s common stock held by non-affiliates
of the registrant on September 30, 2009 was $1,209,860 (based on the closing
price of the registrant’s common stock on that date). Shares of the
registrant’s common stock held by each officer and director and each person who
owns more than 5% of the outstanding common stock of the Registrant have been
excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
The
number of shares of the registrant’s common stock outstanding as of September
30, 2009: 29,128,721 shares.
GLOBAL
CLEAN ENERGY, INC.
REPORT
ON FORM 10-Q
FOR
THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009
Contents
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PART
I – FINANCIAL INFORMATION
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2
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Item
1. Financial Statements.
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2
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Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operation.
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6
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Item
3. Quantitative and Qualitative Disclosures About Market
Risk
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8
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Item
4T. Controls and Procedures.
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8
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PART
II – OTHER INFORMATION
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8
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Item
1. Legal Proceedings
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8
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Item
1A. Risk Factors
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9
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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9
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Item
3. Defaults Upon Senior Securities
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9
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Item
4. Submission of Matters to a Vote of Security Holders
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9
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Item
5. Other Information
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9
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Item
6. Exhibits
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9
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FORWARD-LOOKING
STATEMENTS
This
report contains forward-looking statements and information relating to us that
is based on the beliefs of our management as well as assumptions made by, and
information currently available to, our management. When used in this report,
the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and
similar expressions, as they relate to us or our management, are intended to
identify forward-looking statements. These statements reflect management’s
current view of us concerning future events and are subject to certain risks,
uncertainties and assumptions, including among many others:
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·
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the
availability and adequacy of our cash flow to meet our
requirements;
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·
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economic,
competitive, demographic, business and other conditions in our local and
regional markets;
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·
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changes
or developments in laws, regulations or taxes in the renewable energy
industries;
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·
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actions
taken or not taken by third-parties, including our competitors, as well as
legislative, regulatory, judicial and other governmental
authorities;
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·
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competition
in the renewable energy industry;
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·
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the
failure to obtain or loss of any license or
permit;
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·
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the
cyclical nature of the energy industry, and therefore any downturns in
this cyclical industry could adversely affect
operations;
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·
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the
energy-related industry that we service is heavily regulated and the costs
associated with such regulated industries increases the costs of doing
business;
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·
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the
ability to carry out our business plan and to manage our growth
effectively and efficiently;
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·
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the
failure to manage any foreign exchange risk
adequately;
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·
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a
general economic downturn or a downturn in the securities markets;
and
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·
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risks
and uncertainties described in the “Risk Factors” section or elsewhere in
our Annual Report on Form 10-K for the fiscal year ended December 31,
2008.
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Should
any of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this report as anticipated, estimated or expected. All written and
oral forward-looking statements attributable to us or persons acting on our
behalf subsequent to the date of this Quarterly Report are expressly qualified
in their entirety by the foregoing risks and those set forth in the “Risk
Factors” section in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008.
When used
in this report, the terms “GLOBAL CLEAN ENERGY,” “Company,” “GCE,” “we,” “our”
and “us” refer to Global Clean Energy, Inc.,
unless the context suggests otherwise.
1
PART
I – FINANCIAL INFORMATION
Item
1 – Financial Statements
GLOBAL CLEAN ENERGY,
INC.
Balance
Sheet (Unaudited)
September
30, 2009
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Sept.
30, 2009
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Dec.
31, 2008
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|||||||
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ASSETS
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||||||||
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Current
assets:
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||||||||
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Cash
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$ | 3,860 | $ | 45,858 | ||||
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Other
Assets:
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||||||||
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Cyclonic
Dredging Pump Rights and Patent
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450,000 | 450,000 | ||||||
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Hybrid
Gasification System Rights and Patent
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1,000,000 | ---- | ||||||
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Total
assets
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$ | 1,453,860 | $ | 495,858 | ||||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY
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||||||||
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Current
liabilities:
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||||||||
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Accrued
compensation - officers, directors and consultants
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655,968 | 523,968 | ||||||
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Accounts
Payable
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417,580 | 125,688 | ||||||
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Promissory
Notes
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535,150 | 486,900 | ||||||
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Liabilities
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1,608,698 | 1,136,556 | ||||||
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Stockholders’
equity:
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||||||||
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Preferred
stock; $.001 par value; authorized - 15,000,000
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||||||||
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shares; issued - none
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-- | |||||||
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Common
stock; $.001 par value; authorized - 300,000,000
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||||||||
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shares; issued and outstanding – 29,128,721 shares
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29,128 | 25,378 | ||||||
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Additional
paid-in capital
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2,478,555 | 1,478,555 | ||||||
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Accumulated
deficit
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(2,662,521 | ) | (2,144,631 | ) | ||||
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Total
liabilities and stockholders’ equity
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$ | 1,453,860 | $ | 495,858 | ||||
See notes
to financial statements.
2
GLOBAL CLEAN ENERGY,
INC.
Statements
of Operations (Unaudited)
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Three
Months Ended
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Nine
Months Ended
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|||||||||||||||
| September 30, |
September
30,
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|||||||||||||||
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2009
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2008
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2009
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2008
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|||||||||||||
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Costs
and expenses:
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||||||||||||||||
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Compensation
- officers, directors
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||||||||||||||||
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and consultants
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$ | 4,823 | $ | 134,962 | $ | 28,573 | $ | 245,562 | ||||||||
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Professional
fees
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74,194 | 39,288 | 126,922 | |||||||||||||
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General
and administrative
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18,039 | 23,684 | 26,797 | 94,261 | ||||||||||||
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Depreciation
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0 | 0 | 0 | 0 | ||||||||||||
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Interest
and bank charges
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99 | 893 | 119 | 1,485 | ||||||||||||
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Net
loss applicable to common
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||||||||||||||||
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stockholders
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$ | (22,961 | ) | $ | (233,733 | ) | $ | (94,777 | ) | $ | (468,230 | ) | ||||
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Basic
and diluted net loss per
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||||||||||||||||
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common
share **
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$ | ** | $ | (.01 | ) | $ | ** | $ | (.01 | ) | ||||||
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Weighted
average number of
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||||||||||||||||
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common
shares outstanding
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26,628,721 | 25,378,721 | 25,795,387 | 25,378,721 | ||||||||||||
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**
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Less
than $(.01) per share
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See notes
to financial statements.
3
GLOBAL
CLEAN ENERGY, INC.
Statements
of Cash Flows (Unaudited)
|
Nine
Months Ended
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||||||||
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September
30,
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||||||||
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2009
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2008
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Cash
flows from operating activities:
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||||||||
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Net
loss
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$ | (94,777 | ) | $ | (468,230 | ) | ||
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Adjustments
to reconcile net loss to net cash
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||||||||
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used
in operating activities:
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||||||||
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Common
stock issued for services and acquisition
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1,255,750 | 450,000 | ||||||
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Depreciation
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||||||||
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Loss
on sale of equipment
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||||||||
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Changes
in operating assets and liabilities:
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||||||||
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Advances
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||||||||
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Accounts
Payable
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417,580 | 44,625 | ||||||
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Prepaid
legal
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||||||||
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Accrued
compensation - officers, directors and consultants
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655,968 | 225,724 | ||||||
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Other
accrued expenses
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||||||||
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Net
cash used in operating activities
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(22,961 | ) | (197,881 | ) | ||||
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Cash
flows from investing activities:
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||||||||
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Proceeds
from sale of equipment
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||||||||
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Net
cash used in investing activities
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||||||||
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Cash
flows from financing activities:
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||||||||
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Proceeds
from promissory note
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22,750 | 225,000 | ||||||
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Repayment
of promissory note
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||||||||
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Net
cash provided by financing activities
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22,750 | 225,000 | ||||||
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Net
(decrease) in cash
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(41,998 | ) | 27,119 | |||||
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Cash
at beginning of year
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45,858 | 51 | ||||||
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Cash
at end of period
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$ | 3,860 | $ | 27,170 | ||||
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Supplemental
disclosure of cash flow information:
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||||||||
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Cash
paid for interest
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$ | -- | $ | -- | ||||
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Supplemental
disclosure of noncash investing and
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||||||||
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financing
activities:
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||||||||
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Common
stock issued for services and acquisition
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$ | 1,255,750 | $ | 300,000 | ||||
See notes
to financial statements.
4
GLOBAL CLEAN ENERGY,
INC.
Notes to Financial Statements
(Unaudited)
1.
Basis of Presentation
The
accompanying unaudited condensed financial statements of the Company should be
read in conjunction with the audited financial statements and notes thereto
included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2008 filed with the Securities and Exchange Commission (the “SEC ”). The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States (“GAAP”) for
interim financial information, the instructions to Form 10-Q and the rules and
regulations of the SEC. Accordingly, since they are interim statements, the
accompanying financial statements do not include all of the information and
notes required by GAAP for annual financial statements, but reflect all
adjustments consisting of normal, recurring adjustments, that are necessary for
a fair presentation of the financial position, results of operations and cash
flows for the interim periods presented. Interim results are not necessarily
indicative of results for a full year. The December 31, 2008 consolidated
balance sheet information was derived from the audited consolidated financial
statements as of that date.
2.
Promissory Notes
On
September 15, 2009, Mario Nadeau loaned to the Company the amount of
$22,7500.00. The loan is evidenced by an unsecured promissory note in
the same amount that accrues interest at a rate of 7.5% per annum and is due and
payable in full on September 14, 2010.
3.
Common Stock
The
Company issued 2,750,000 shares of common stock for consulting services valued
at $255,750. The shares were issued pursuant to the Company’s 2007
Stock Incentive Plan, which shares were registered pursuant to a registration on
Form S-8 which was filed with the SEC on September 1, 2009.
5
Business
Overview
Global
Clean Energy was formed to develop and commercialize proprietary “R.E.S.C.U.E”
technologies which recover and reform environmental salvage into clean useable
energy. As global reserves diminish, biodiesel and other synthetic
fuels are now regarded as realistic alternatives to oil. The combination of
fears about declining conventional oil reserves, increasing demand from
developing countries like India and China, and dependence on unstable suppliers
in the Middle East and elsewhere, has generated tremendous interest in
developing alternative energy sources. We believe we at the forefront
of global initiatives to reduce greenhouse gas emissions and lower the
dependency in the USA and Europe on imported oil and natural gas with its
proprietary and innovative technologies for clean coal and other renewable
energy sources.
We work
with both the governmental and private sectors on projects which seek to
implement profitable renewable energy while cleaning specific environmental
problem areas. What began as a search for best of breed technologies to convert
waste and biomass into clean renewable energy, has evolved and expanded into
five areas of active business development: (i) research and development of new
technologies; (ii) international joint-ventures to develop waste-to-energy
projects; (iii) technology and services for environmental ash cleanup
operations; (iv) renewable energy production; and (v) seeking public financing
for projects in the green energy sector.
We own a
proprietary Airpump TM
which allows recovery of submerged bio-waste. The Airpump TM has
been successfully tested in removing coal ash from slurry ponds and waste water
from water treatment ponds. The recovered waste can be converted into
usable energy. We are also negotiating to acquire a hybrid
gasification system which will allow for the conversion of waste into synthetic
gas and other forms of clean energy such as ethanol and butane. This
technology will be used to create sustainable power facilities (in the 5 to 100
megawatt range) using the bio-waste that has been harvested, which we plan to
build, own and operate.
We are
focusing on projects for industrial and municipal facilities that have low-cost
fuel supplies and on-site gas, electricity and/or process heat needs. These
facilities typically prefer to purchase their energy (and where necessary, waste
disposal services) from third parties. Our primary product offering,
therefore, is anticipated to be a one-stop, full-service, third-party source for
generating on-site Syngas, heat, electric power, and/or ethanol or other liquid
fuels from locally available waste or low-cost fuel sources.
We intend
to be a leading supplier of mid-size, on-site gasification facilities by
providing the best suited technology at a competitive price. We will target
creditworthy public and private sector clients across a broad range of
industries and geographic regions in order to diversify and reduce market risks.
If we are successful in penetrating the UK, Canadian and U.S. markets,
we intend to expand to other international markets targeting clients with
similar profiles.
In 2009,
we expect to commence three renewable energy projects to take advantage of our
proprietary technologies. Our three planned projects span the base of
our operations: the United States, Canada and the United Kingdom. All
of the planned projects are joint ventures, comprised of municipal, state and
federal institutions, universities, private banking and public
financing. We believe the projects directly address local priorities
for economic development, energy creation and environmental
concerns.
On April
29, 2009, we entered into an Assignment Agreement (the “Agreement”)
with Phillip Azimov and Louis-Philippe Sénécal (collectively, the “Inventors”).
Pursuant to the Agreement, the Inventors assigned any and all of the Inventors’
right, title and interests in and to a new hybrid gasification system for the
production of synthetic gaseous fuels (the “Gasifier”) that the Inventors have
developed according to parameters provided to them by us. As consideration for
the assignment, we issued to the Inventors 1,000,000 restricted shares of our
common stock, with each share having an agreed upon value of $1.00 per share,
which increased our asset base by $1,000,000.
In the
second quarter of 2009 we filed two new patents, crucial components to convert
bio-mass into bio-energy:
6
Hybrid
Steam-reforming Gasifier
Gasification
is the process of capturing the energy contained in solid organic bio-mass, by
high temperature conversion of the material into synthetic gas. What is crucial
to this process is being able to create synthetic gas in a clean and efficient
manner, minimizing the energy input needed to heat the solids and maximizing the
amount of energy produced. While gasification is not a new process, commercial
scale gasifiers capable of processing between 20 - 100 tons per day of organic
material are a challenge to design, and no current technology has proven its
commercial viability.
We have
undertaken the challenge of developing a viable technology in this niche. After
5 years of research and development, we expect to unveil our prototype hybrid
gasifier in the 4th quarter of 2009. We believe that the design is a radical and
novel approach to gasification combining the high efficiency conversion rate of
non-oxygen steam-reforming gasification, with a low-energy cost
partial-oxygenation capability. We believe our design has the flexibility of
gasifying a variety of organic inputs – biomass, coal, municipal solid waste –
at the most efficient temperature and energy cost, while limiting emissions to a
minimum.
Vortex
Fluidized Pump
Clean
(pure) synthetic gas and minimal emissions to the environment are key design
elements of our gasifier. A key component to purifying the gas is a centrifuge
which can separate and remove unwanted particulates. We have enlisted Dr. George
Vatistas, one of the world’s leading authorities on vortex theory, to determine
the maximum the capacity and efficiency of our recently-patented vortex pump,
for both air and liquid pumping and centrifuging. Dr. Vatistas has
created a digital model of the pump and redesigns are currently being machined
by Cascades Engineering. Dr. Vatistas has recently secured a collaborative grant
to equip a lab designed to test the pump in vivo.
Results of
Operations
We had no
sales during the three and nine month periods ended September 30, 2009 and the
comparable periods of 2008, during which our activities focused primarily on the
development and acquisition of technology required for our business, raising
capital and otherwise implementing our business plan. Our work has
been concentrated on the full construction and development of our proprietary
vortex pump and our hybrid gasification system.
During
the three and nine-month periods ended September 30, 2009, we incurred a
net loss of $22,961 and $94,777, respectively, compared to a net loss of
$233,733 and $468,230, respectively, during the three and nine months ended
September 30, 2008. Our decreases in losses for the three and nine-month periods
ended September 30, 2009 compared to one year ago are primarily attributable to
decreased travel and office expense and decreased professional
fees. Utilizing Janory Research, which coordinates our research
efforts and provides us with access to a consolidated platform of
geographically-dispersed research and experts in fields relevant to our
business, has streamlined our operational methodology and contributed to the
reduced travel expenses experienced during the period covered by this report, as
well as a reduction in our professional fees.
Liquidity and Capital
Resources
As of
September 30, 2009 we had $3,680 in cash and $1,608,698 in current
liabilities. For the three months ended September 30, 2009, we spent
$22,961 for operating activities. Total assets were $1,453,860 at
September 30, 2009. We have not generated any revenues from operations to
date.
We have
yet to begin construction of BOO plants or ethanol producing plants. Since
August 2006, we have been engaged in organizational activities, including
developing a strategic operating plan, entering into a license agreement and
raising private capital. Our continued existence is dependent upon our ability
to obtain additional debt and/or equity financing at cost-effective rates.
Management anticipates beginning construction of a plant within the next 6 to
12 months and expects to complete the project within the next 30 to
36 months. Management plans to raise additional funds through project
financings or through future sales of our common stock, until such time as our
revenues are sufficient to meet our cost structure and ultimately achieve
profitable operations. There is no assurance we will be successful in raising
additional capital at cost-effective rates or achieving profitable operations.
Frequently, our board of directors will attempt to use non-cash consideration to
satisfy obligations. In many instances, we believe that the non-cash
consideration will consist of restricted shares of our common stock. These
actions will result in dilution of the ownership interests of existing
shareholders and may further dilute our common stock book value.
7
To date,
we have financed our operations through the combination of equity and debt
financing, loans from related parties, and the use of shares of our common stock
issued as payment for services rendered to us by third parties. In the future we
may have to issue shares of our common stock and warrants in private placement
transactions to help finance our operations, and to pay for professional
services (such as financial consulting, market development, legal services, and
public relations services). We do not intend to pay dividends to shareholders in
the foreseeable future.
In order
for our operations to continue, we will need to generate revenues from our
intended operations sufficient to meet our anticipated cost structure. We may
encounter difficulties in establishing these operations due to the time frame of
developing, constructing and ultimately operating the planned BOO plants and
bio-refinery projects.
To ensure
sufficient funds to meet our future needs for capital, we will from time to
time, evaluate opportunities to raise financing through some combination of the
private sale of equity, or issuance of convertible debt securities. However,
future equity or debt financing may not be available to us at all, or if
available, may not be on terms acceptable to us.
If we do
not raise additional capital, or we are unable to obtain additional financing,
or begin to generate revenues from our intended operations, we may have to scale
back or postpone the preliminary engineering design and permitting for our
initial facility until such financing is available.
Off-Balance Sheet
Arrangements
We have
never entered into any off-balance sheet financing arrangements and have not
formed any special purpose entities. We have not guaranteed any debt or
commitments of other entities or entered into any options on non-financial
assets.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
The
design of any system of control is based upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated objectives under all future events, no matter
how remote, or that the degree of compliance with the policies or procedures may
not deteriorate. Because of its inherent limitations, disclosure controls and
procedures may not prevent or detect all misstatements. Accordingly, even
effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives.
Change in Internal Control
over Financial Reporting
Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with generally accepted
accounting principles in the United States. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance of achieving their control
objectives.
There
were no changes in our internal control over financial reporting identified in
connection with the evaluation performed that occurred during the fiscal quarter
covered by this report that has materially affected or is reasonably likely to
materially affect, our internal control over financial reporting.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings
None.
8
Item
1A. Risk Factors
We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
Reference
is made to the Company’s Current Report on Form S-8 filed with the SEC on August
31, 2009 and incorporated by reference herein.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Submission of Matters to a Vote of Security Holders
None.
Item
5. Other Information
None.
Item
6. Exhibits
Exhibits:
|
31.1+
|
Chief
Executive Officer's Certificate, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2+
|
Chief
Financial Officer's Certificate, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1+
|
Chief
Executive Officer's Certificate, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2+
|
Chief
Financial Officer's Certificate, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
_______________
+ Filed
Herewith
9
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
GLOBAL CLEAN ENERGY, INC.
|
||||
|
Date:
November 12, 2009
|
By:
|
/s/
Earl Azimov
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Earl
Azimov, President
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Date:
November 12, 2009
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By:
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/s/
Kenneth S. Adessky
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Kenneth
S. Adessky, Chief Financial Officer
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