1.
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I
have reviewed this report on Form 10-Q of Global Clean Energy Holdings,
Inc.;
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2.
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Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
smaller
reporting company as of, and for, the periods presented in this
report;
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4.
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The
smaller reporting company’s other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls
and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and
internal control over financial reporting (as defined in Exchange
Act
Rules 13a-15(f) and 15d-15(f)) for the smaller reporting company
and
have:
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(a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the smaller reporting company,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
quarterly report is being prepared;
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(b)
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under their supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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(c)
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Evaluated
the effectiveness of the smaller reporting company’s disclosure controls
and procedures and presented in this report our conclusions about
the
effectiveness of the disclosure controls and procedures, as of the
end of
the period covered by this report based on such evaluation;
and
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(d)
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Disclosed
in this report any change in the smaller reporting company’s internal
control over financial reporting that occurred during the smaller
reporting company’s most recent fiscal quarter (the smaller reporting
company’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect,
the
smaller reporting company’s internal control over financial
reporting.
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5.
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The
smaller reporting company’s other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control
over
financial reporting, to the smaller reporting company’s auditors and the
audit committee of smaller reporting company’s board of directors (or
persons performing the equivalent
functions):
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(a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the smaller reporting company’s
ability to record, process, summarize and report financial information;
and
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(b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the smaller reporting company’s
internal control over financial
reporting.
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Date:
August 13, 2008
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By:
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/s/ Bruce Nelson |
Bruce
Nelson
Chief
Financial Officer
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