''In order to fund the acquisition and development of our first Jatropha plantation in Mexico, in April 2008 we formed GCE Mexico I, LLC, a Delaware limited liability company (GCE LLC), with six unaffiliated investors. GCE LLC subsequently purchased approximately 5,000 acres of farm land in the State of Yucatan in Mexico that is currently being cultivated as a Jatropha farm (the Jatropha Farm). We own 50% of the issued and outstanding common membership units of GCE LLC. The remaining 50% of the common membership units was issued to the unaffiliated investors. As the owner of the common membership interest were not required to make any capital contributions to GCE LLC. Two of the investors are required to fund GCE LLC's activities with approximately $4.2 million through the purchase of preferred membership units and through a mortgage loan that was used to purchase the approximately 5,000 acre Jatropha Farm in Mexico. An aggregate of 1,000 preferred membership units were issued to these two investors. Under GCE LLC's operating agreement, the two preferred investors were required to invest a total of approximately $2,233,000 in GCE LLC, all of which was invested in 2008. In addition, the two preferred investors are required to make additional capital contributions to GCE LLC, as requested by management and as required by the operation of the Jatropha Farm in 2009 and the following years. As a result, through March 31, 2009, these two investors have contributed a total of $3,486,000 to GCE LLC. The Preferred Members are required to continue to fund the ongoing operation in accordance with the approved annual budgets provided by management. This funding will continue until the Jatropha Farm generates adequate revenue to sustain operations, which is expected to occur by the end of calendar year 2009. These investors also directly funded the purchase of approximately 5,000 acres of land in the State of Yucatan in Mexico by a loan of $2,051,282, which loan is secured by a mortgage in favor of these two investors in the amount of $2,051,282. The mortgage bears interest at the rate of 12% per annum, payable quarterly. GCE LLC has agreed that this interest will accrue until such time as there is sufficient cash flow to pay all accrued interest. The entire mortgage, including any unpaid interest, is due April 23, 2018. The Jatropha Farm is expected to produce its first material harvest of Jatropha seeds in the fall of 2009, and is expected to generate cash from operations beginning in the fourth quarter of 2009. However, because the holders have a 12% priority return, and because we have been accruing interest on the mortgage, the cash generated by the Jatropha Farm is not expected to improve our liquidity and cash flow in the near future.

We currently do not have any significant source of revenues and do not have sufficient funds to fund our administrative expenses. Accordingly, we will have to obtain additional funding in the near future in order to continue our operations. Although we expect to receive modest revenues from consulting fees and possibly some minor Jatropha sales, the amount of revenues that we expect to generate from these sources will not be sufficient to fund all of our working capital needs. Therefore, we will have to obtain additional financing from various other sources, including from the sale of convertible debt or equity securities, the forward sale of Jatropha oil and carbon offset credits, and from strategic partnerships. While we have commenced negotiations with third parties to obtain additional funding from strategic partnerships and for the sale of carbon credits, no assurance can be given that any of these transactions will be consummated, or if consummated, that they will provide us with sufficient capital to continue to operate our business in 2009. We have not yet identified, and cannot be sure that we will be able to obtain any additional investment funding from either equity or debt sources, or that the terms under which we may be able to obtain such funding will be beneficial to us. If we do not obtain sufficient additional funds in the near future, we will have to suspend some of our operations, scale down our current and proposed future operations or, if those actions are not sufficient, terminate our operations. The termination of our operations would result in a total loss of our shareholders' investment.

Even if we obtain financing to fund our working capital needs, we will need a significant infusion of additional capital to establish other Jatropha plantations in Mexico and other locations. We currently have no sources for obtaining the large amount of investments that we will need to develop our company in the manner contemplated in our business plan.

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

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