GLOBAL CLEAN ENERGY HOLDINGS, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


	FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2021

Commission file number:

000-12627

GLOBAL CLEAN ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		87-0407858
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2790 Skypark Drive, Suite 105 Torrance, California		90505
(Address of principal executive offices)		(Zip Code)

		(310) 641-4234
		(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
N/A	N/A	N/A

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes

The number of shares of the issuer’s Common Stock, par value $0.001 per share, outstanding as of August

, 2021 was 40,061,714.

Part I. FINANCIAL INFORMATION
Item 1: Condensed Consolidated Financial Information	3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3. Quantitative and Qualitative Disclosures about Market Risk	33
Item 4. Controls and Procedures	33

Part II. OTHER INFORMATION
Item 1. Legal Proceedings	34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3. Defaults upon Senior Securities	49
Item 4. Mine Safety Disclosures	49
Item 5. Other Information	49
Item 6. Exhibits	50

-2-

	June 30, 2021 (Unaudited)			December 31, 2020 (Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,935,011		$	3,370,519
Accounts receivable		148,691			143,823
Restricted cash		15,380,541			12,943,222
Inventory		882,913			846,197
Investment in farming activities		1,782,711			404,258
Prepaid expenses and other current assets		3,068,963			5,027,294
Total Current Assets		24,198,830			22,735,313

RESTRICTED CASH, net of current portion		28,570,060			22,668,984
DEBT ISSUANCE COSTS		1,508,211			840,211
RIGHT-OF-USE ASSET		61,717			51,611
INTANGIBLE ASSETS, NET		7,457,892			4,180,746
GOODWILL		1,355,077			-
LONG TERM DEPOSITS		627,589			628,382
PROPERTY, PLANT AND EQUIPMENT, NET		221,623,642			138,972,675
ADVANCES TO CONTRACTORS		17,801,315			16,000,000

TOTAL ASSETS	$	303,204,333		$	206,077,922

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	38,661,091		$	22,597,951
Lease liabilities		62,763			52,653
Notes payable including current portion of long-term debt, net		3,151,554			4,198,113
Convertible notes payable		1,000,000			1,697,000
Total Current Liabilities		42,875,408			28,545,717

LONG-TERM LIABILITIES
Mandatorily redeemable equity instruments of subsidiary		12,623,420			5,123,000
Long-term debt, net		17,972,125			16,155,138
Long-term debt, net (credit facility)		235,669,722			146,769,225
Asset retirement obligations, net of current portion		16,160,818			17,762,977
Environmental liabilities, net of current portion		19,785,876			20,455,938
TOTAL LIABILITIES		345,087,369			234,811,995

STOCKHOLDERS' DEFICIT
Preferred stock - $0.01 par value; 50,000,000 shares authorized Series B, convertible; 0 and 13,000 shares issued and outstanding , respectively		-			13
Common stock, $0.001 par value; 500,000,000 shares authorized; 40,061,714 and 35,850,089 shares issued and outstanding, respectively		400,616			358,499
Additional paid-in capital		46,248,263			37,139,854
Accumulated deficit		(88,531,915	)		(66,232,439	)
Total Stockholders' Deficit		(41,883,036	)		(28,734,073	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	303,204,333		$	206,077,922

	For the three months ended June 30,						For the six months ended June 30,
	2021			2020			2021			2020
Revenue
Seed sales	$	102,074		$	-		$	196,718		$	-
Cost of Goods Sold		(51,190	)		-			(136,466	)		-
Gross Profit		50,884			-			60,252			-

Operating Expenses
General and administrative		7,282,999			1,820,933			10,997,961			2,064,040
Facilities expense		3,711,631			709,305			6,552,168			775,282
Depreciation expense		28,046			27,031			53,716			27,031
Amortization expense		216,050			95,023			305,080			156,330
Total Operating Expenses		11,238,726			2,652,292			17,908,925			3,022,683

OPERATING LOSS		(11,187,842	)		(2,652,292	)		(17,848,673	)		(3,022,683	)

OTHER INCOME (EXPENSE)
Interest expense (net)		(715,093	)		(759,225	)		(1,425,255	)		(939,173	)
Other income		67,314			-			68,364			512,363
Change in fair value of Class B Units		(2,242,681	)		-			(3,093,912	)
Change in fair value of derivative and finance charges related to derivative liability		-			-			-			5,476,000
Total Other Income (Expense), net		(2,890,460	)		(759,225	)		(4,450,803	)		5,049,190

NET INCOME/(LOSS)	$	(14,078,302	)	$	(3,411,517	)	$	(22,299,476	)		2,026,507
BASIC NET INCOME/(LOSS) PER COMMON SHARE		(0.36	)		(0.10	)		(0.60	)		0.06
DILUTED NET INCOME / (LOSS) PER COMMON SHARE		(0.36	)		(0.10	)		(0.60	)		0.03
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING		38,618,255			35,588,972			37,364,554			35,386,045
DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING		38,618,255			35,588,972			37,364,554			63,997,192

	Preferred Stock Series B Convertible Preferred Stock				Common Stock				Additional Paid- In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Beginning Balance at Dec. 31, 2019		13,000	$	13		34,402,943	$	344,029		31,259,365	$	(55,682,264	)	$	(24,078,857	)
Share-based compensation from issuance of options and compensation-based warrants		-		-		-		-		25,614		-			25,614
Exercise of stock options		-		-		817,732		8,177		63,419		-			71,596
Net Income		-		-		-		-		-		5,438,024			5,438,024
Ending Balance at Mar. 31, 2020		13,000	$	13		35,220,675	$	352,206	$	31,348,398	$	(50,244,240	)	$	(18,543,623	)
Share-based compensation from issuance of options and compensation-based warrants		-		-		-		-		155,186		-			155,186
Exercise of stock options		-		-		629,286		6,293		12,907		-			19,200
Option grants for investment in subsidiaries		-		-		-		-		5,477,677		-			5,477,677
Net Loss		-		-		-		-		-		(3,411,517	)		(3,411,517	)
Ending Balance at Jun. 30, 2020		13,000	$	13		35,849,961	$	358,499	$	36,994,168	$	(53,655,757	)	$	(16,303,077	)

	Preferred Stock Series B Convertible Preferred Stock				Common Stock				Additional Paid-			Accumulated
	Shares		Amount		Shares		Amount		In Capital			Deficit			Total
Beginning Balance at Dec. 31, 2020		13,000	$	13		35,850,089	$	358,499	$	37,139,854		$	(66,232,439	)	$	(28,734,073	)
Share-based compensation from issuance of options and compensation-based warrants		-		-		-		-		102,000			-			102,000
Shares issued upon reverse split to avoid fractional shares		-		-		1,793		19		(19	)		-			-
Conversion of note payable to shares		-		-		1,586,786		15,868		460,168			-			476,036
Net Loss		-		-		-		-