Overview

Global Clean Energy Holdings, Inc. ("GCEH") is a California-based energy agri-business focused on the development of non-food based bio-fuel feedstock. GCEH has full service in-house development and operations capabilities, which it provides for its own energy farms as well as farms it operates via joint venture arrangements. With international experience and capabilities in eco-friendly bio-fuel feedstock management, cultivation, production and distribution, GCEH is well suited to scale its business.

GCEH is focusing on the commercialization of oil and biomass derived from the seeds of Jatropha curcas ("Jatropha") - a native non-edible plant indigenous to many tropical and sub-tropical regions of the world, including Mexico, the Caribbean and Central America. Jatropha oil is high-quality plant oil used as a direct replacement for fossil fuels or as feedstock for the production of high quality first and second generation biofuels like bio-diesel, bio-jet or renewable diesel, which are direct replacements for jet fuel and diesel fuel. The residual material derived from the oil extraction process is called press cake, which is a high-quality biomass that can be used as a replacement for a number of fossil fuels.

Jatropha trees require less water and fertilizer than many conventional crops, and can be grown on land that is not suitable for the production of food. Jatropha oil is very high quality plant oil that is particularly well suited for the production of first and second generation biofuels. Without post processing, Jatropha oil can be used as a direct replacement for diesel and other fossil fuels in many applications. Bio diesel and renewable fuel is a diesel-equivalent, and bio-jet is a jet fuel-equivalent; both are processed fuels derived from biological sources (such as plant oils), which can be used as a replacement for fossil based fuels in diesel engines, jet engines or other fuel oil based combustion equipment.

Our business plan and current principal business activities include the planting, cultivation, harvesting and processing of Jatropha to generate plant based oils and biomass for use as replacements for fossil fuels. Our strategy is to leverage our Jatropha based bio-fuels knowledge, experience and capabilities through the following means:

� Own and operate Jatropha farms for our own account.

� Own, operate and manage Jatropha farms through joint ownership agreements. We currently operate two farms located in Mexico under joint ownership arrangements: the first farm comprises 5,149 acres; the second farm, consisting of 3,700 acres, was acquired in March 2010. The first farm is fully planted and is expected to produce its first commercial quantities of Jatropha seeds by the end of 2010. We anticipate that the second farm will substantially planted by the end of February 2011.

� Provide Jatropha farm development and management services to third party owners of Jatropha farms. We plan to greatly expand this initiative in the next 12 months.

� Provide turnkey Franchise Operations for individuals and/or companies that wish to immediately establish Jatropha farms in suitable geographical areas.

In addition to generating revenues from the sale of non-food based plant oils and biomass, we plan to monetize the carbon credits from the farms we own and manage. Under the 1997 Kyoto Protocol, a worldwide carbon credit trading market has been established where sellers sell their excess carbon credits and buyers purchase the carbon credits they need to meet their greenhouse gas reduction requirements. We have commenced the certification process necessary to sell carbon credits, but have not yet made any carbon credit sales.

Organizational History

This company was incorporated under the laws of the State of Utah on November 20, 1991. Until 2007, we were a developmental-stage bio-pharmaceutical company engaged in the research, validation, and development of two drug candidates. In 2007, the Company decided to change the course of its business and focus its efforts and resources on the emerging alternative energy fuels business. In order to be successful in this industry, we decided to acquire the intellectual property and expertise needed to develop and manage our new business. Accordingly, on September 7, 2007, we acquired Global Clean Energy Holdings, LLC, a Delaware limited liability company that owned certain trade secrets, know-how, business plans and relationships relevant to the cultivation and production of Jatropha. In addition, at that time, we hired Richard Palmer, our current Chief Executive Officer. In 2008 we changed our name to "Global Clean Energy Holdings, Inc." to reflect our energy agricultural business. For a comprehensive description of our business operations, please refer to the discussion included in "Item 1 - Business" of our Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the Securities and Exchange Commission.

On July 19, 2010, the Company completed a merger with a newly formed, wholly owned subsidiary to reincorporate in the State of Delaware. Our principal executive offices are located at 100 W. Broadway, Suite 650, Long Beach, Los Angeles County, California 90802, and our current telephone number at that address is (310) 641-GCEH (4234). We maintain a website at:
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 Internet website and the information contained therein, or connected thereto, are not and are not intended to be incorporated into this Quarterly Report on Form 10-Q.

Our bio-fuels operations in Latin America are coordinated through our Globales Energia Renewables, our wholly owned subsidiary in Mexico. Our principal farming operations are conducted on our two joint venture farms, consisting of an aggregate of 8,849 acres located near the City of Tizimin in the State of Yucatan, Mexico. The following is a summary of certain factors relevant to an understanding of the operations of the Tizimin farms:

1. The Jatropha trees which were planted on the Tizimin farm approximately two years ago are now flowering, and we expect to begin harvesting commercial quantities of Jatropha fruit late in the fourth quarter of 2010. As a result, we expect to generate our first revenues from the commercial sale of Jatropha seeds/oil by the end of 2010 or the beginning of 2011. Jatropha seeds can be harvested twice a year. Accordingly, as the trees that were planted during the past two years mature, our harvests of Jatropha seeds will increase, improving our future revenues from our Tizimin operations.

2. Although some of our Jatropha trees will produce a commercial harvest of seeds later this year, the amount of this initial harvest is expected to be lower than previously anticipated due to the late and long rainy season, which has delayed the flowering and fruiting in sections of the Tizimin farms that will be harvested first.

3. Our Tizimin operations are eligible for agricultural and other subsidies provided to certain farming operations by the federal government of Mexico. We have applied for over $900,000 in subsidies, which, if granted, will be funded over the next 12 months. In October 2010, we received $368,000 as the first installment of the subsidy. These subsidies will help defray some of the initial start-up costs that we have incurred in establishing these farms.

4. We continue to operate two nurseries for new Jatropha trees in the Tizimin area, which provide seedlings for our new farm and any additional farms that we acquire in the future.

5. Fruit and seed handling, oil extraction facilities, germplasm resources, and sheep herding capabilities are all being expanded in anticipation of our expanding Jatropha operations. Oil extraction facilities are expected to be located offsite of the present farms.

6. Our Tizimin farms are being developed for the purpose of producing bio-fuels from Jatropha seeds. However, our development and cultivation of these farms has also enabled us to generate small amounts of ancillary revenues from these operations. For example, we now receive revenue from the sale of biomass (waste wood removed from our farms as the land is cleared for Jatropha planting), sales of sheep that graze on our lands and control weeds, and sale of the presscake from the Jatropha seeds that remain after oil extraction.

7. Total capital for expenses and operations, since inception, for the two farms in the Tizimin area (through September 30, 2010) was $8,013,050. All funding has to date been provided by the investing partners of the joint venture that owns both Tizimin farms. These investment partners will have a priority right to receive revenues generated from these farms until their investment, plus a preferred return, have been paid.

We also own a 400 acre Jatropha research farm in Belize. The Belize farm currently is inactive, and we are currently evaluating the future use and/or disposition of this farm. Research efforts have now been centralized at our farms near Tizimin, Mexico.

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