GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended December 31,
	2019			2018			2017
Operating Activities:
Net loss	$	(11,791,819	)	$	(7,990,043	)	$	(1,187,972	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on settlement of liabilities		(2,430,300	)		—			—
Share-based compensation		577,645			69,289			35,560
Depreciation and amortization		246,932			245,227			245,691
Change in fair value of derivative liability		8,850,000			5,917,000			—
Changes in operating assets and liabilities:
Accounts receivable		—			19,083			93,172
Inventory
Accounts payable and accrued expenses		1,151,234			176,585			75,227
Accrued compensation and related liabilities		586,046			463,090			407,777
Interest payable		362,114			322,525			312,114
Other Operating Activities		431			—			—
Net Cash Used in Operating Activities		(2,447,717	)		(777,244	)		(18,431	)
Investing Activities:
Pre-acquisition costs and deposit on refinery acquisition		(5,836,,441	)		—			—
Net Cash Used in Investing Activities		(5,836,441	)		—			—
Financing Activities:
Proceeds received from derivative forward contract		4,000,000			6,000,000
Proceeds received from exercise of stock options		15,000
Debt issuance costs		(500,000	)		—			—
Net Cash Provided by Financing Activities		3,515,000			6,000,000			—

Net Change in Cash and Cash Equivalents		(4,769,158	)		5,222,756			(18,431	)
Cash and Cash Equivalents at Beginning of Period		5,226,489			3,733			22,164
Cash and Cash Equivalents at End of Period	$	457,331		$	5,226,489		$	3,733

Supplemental Disclosures of Cash Flow Information
Cash Paid for Interest	$	—		$	—		$	—
Cash Paid for Income Tax	$	—		$	—		$	—

Non-cash Financing Activities:
During 2018, the Company converted $1,000,000 of accrued compensation owed to its Chief Executive Officer into a note payable.

The accompanying notes are an integral part of these consolidated financial statements

F-9

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended December 31,
	2016			2015
Operating Activities:
Net loss	$	(501,461	)	$	(9,018,352	)
Net loss from discontinued operations					(7,444,940	)
Net loss from continuing operations		(510,461	)		(1,573,412	)

Adjustments to reconcile net loss to net cash used in operating activities:
Foreign currency transaction gain		(105,976	)		28
Gain on settlement of liabilities		(537,612	)		(376,157	)
Share-based compensation		31,311			133,172
Write-down of long-lived assets		—			438,320
Change in fair value of derivative liability		(106,000	)
Depreciation and amortization		250,924			312,085
Changes in operating assets and liabilities:
Accounts receivable		(102,094	)		1,012,977
Inventory		3,602			1,239
Other current assets		36,846			(15,665	)
Accounts payable and accrued expenses		45,937			341,741
Accrued compensation and related liabilities		473,851			—
Interest payable		282,745			—
Other Operating Activities
Other noncurrent assets		(5,254	)		5,760
Net Cash Used in Operating Activities		(233,181	)		280,088
Cash Flows of discontinued operations:
Operating cash flows		220,641			(1,910,841	)
Investing cash flows		—			6,416,913
Financing cash flows (including cash at year-end)		—			(4,907,060	)
Net Cash flows from discontinued operations		220,641			(400,988	)

Effect of exchange rate changes on cash		—			(35,940	)

Net Change in Cash and Cash Equivalents		(12,540	)		(156,840	)
Cash and Cash Equivalents at Beginning of Period		34,704			191,544
Cash and Cash Equivalents at End of Period	$	22,164		$	34,704

Supplemental Disclosures of Cash Flow Information
Cash Paid for Interest	$	—		$	—
Cash Paid for Income Tax	$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements

F-10

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A — ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Global Clean Energy Holdings, Inc., a Delaware corporation, and its wholly owned subsidiaries (collectively, the “Company”) is a U.S.-based integrated agricultural-energy biofuels company, and together with its subsidiaries holds assets across feedstocks and plant genetics, agronomics, cultivation, and regulatory approvals, commercialization, and downstream biorefining and storage. The Company is focused on the development and refining of non-food based bio-feedstocks and has a proprietary investment in Camelina sativa (“Camelina”), a fast growing, low input and ultra-low carbon intensity crop used as a feedstock for renewable fuels. The Company currently holds the Camelina assets (including all related intellectual property related rights and approvals) and operates its Camelina business through a subsidiary, Sustainable Oils Inc., a Delaware corporation.

In 2018 and 2019 the Company pursued the acquisition of a crude oil refinery in Bakersfield, California with the objective of retrofitting it to produce renewable diesel from Camelina and other non-food feedstocks. Subsequent to year end 2019, the Company completed the acquisition of the targeted refinery. The retrofitting of the refinery is expected to be completed in the first quarter of 2022. The Company has entered into a product offtake agreement with a major oil company for the majority of the renewable diesel that it will produce. See Note B which describes the agreement in more detail.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Global Clean Energy Holdings, Inc., and its wholly owned subsidiaries, and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.

Cash and Cash Equivalents; Concentration of Credit Risk

For purposes of the statement of cash flows, the Company had no cash and cash equivalents in excess of federally-insured limits. The Company considers all highly liquid debt instruments maturing in three months or less to be cash equivalents. The Company has maintained its cash balances at what management considers to be high credit-quality financial institutions.

Accounts and Other Receivables

Trade receivables are recorded at net realizable value. The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. The Company reviews its allowance for doubtful accounts quarterly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

F-11

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A — ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment

Property and equipment are stated at cost. Depreciation of office equipment is computed using the straight-line method over estimated useful lives of 3 to 5 years. Field equipment is depreciated using the straight-line method over estimated useful lives of 5 to 15 years. Normal maintenance and repair items are charged to operating costs and are expensed as incurred. The cost and accumulated depreciation of property and equipment sold or otherwise retired are removed from the accounts and gain or loss on disposition is reflected in results of operations.

Long-Lived Assets

In accordance with U.S. GAAP the carrying values of intangible assets and other long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the aggregate of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

Pre-Acquisition Costs

The Company capitalizes its pre-acquisition costs once management determines that it is probable that the project will occur. Probability is determined based on i) management, having the requisite authority, has implicitly or explicitly authorized and committed to funding the acquisition or construction of a specific asset, ii) the financial resources are available consistent with such authorization, and iii) the ability exists to meet the necessary local and other governmental regulations. Cost capitalization occurs when the acquisition is probable. We capitalize those costs that are directly identifiable with the specific property and those costs that would be capitalized if the property were already acquired. We expense general and administrative and overhead costs and costs, including payroll, that would be considered support functions. In 2019, we capitalized $2.6 million of these costs which included financing costs, legal costs, pre-engineering costs and other contractual costs and expenses directly related to the purchase of the Bakersfield refinery in May 2020. In addition, we paid $3.2 million of deposits for the acquisition of the property.

Debt Issuance Costs

During 2018, we signed a letter of intent to acquire our Bakersfield Refinery. The acquisition of the refinery and the related $365 million of financing to retrofit it closed in May 2020. During 2019, we incurred $0.5 million of costs related to obtaining financing for the Bakersfield Refinery. These debt issuance costs have been deferred and recorded on the balance sheet and will be amortized over the term of the financing. See Note J in Subsequent Events for more detail on the financing.

Derecognition of Liabilities

The Company reviews its liabilities, including but not limited to, accounts payable, notes payable, accrued expenses, accrued liabilities and other legal obligations for a determination of the legal enforcement or settlement of an obligation. Upon conclusive evidence that an obligation may be extinguished, has expired, is discharged, cancelled or otherwise no longer legally exists, then the Company will derecognize the respective liability on its balance sheet.

F-12

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A — ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and the carryforward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the “more-likely-than-not” threshold based on the technical merits of the positions. Estimated interest and penalties related to uncertain tax positions are included as a component of general and administrative expense.

Revenue Recognition

On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, “ASC 606”). ASC 606 creates a single framework for recognizing revenue from contracts with customers that fall within its scope. Under ASC 606 revenue is recognized using the five-step model, including (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue. However, the Company has not recognized any revenue since the adoption of ASC 606. Based upon the Company’s Product Offtake Agreement (see Note B), the Company expects to recognize revenue from the sale of biofuel beginning in 2022.

Prior to the adoption of ASC 606, the Company would recognize revenue when all of the following criteria were met: persuasive evidence of an arrangement exists; delivery occurred or services had been rendered; the seller's price to the buyer is fixed or determinable; collectability was reasonably assured; and title and the risks and rewards of ownership have transferred to the buyer. The Company’s revenues during 2015 – 2017 primarily consisted of contract advisory services, which included development and management services to other companies regarding their bio-fuels and/or feedstock development operations, on a fee for services basis. The advisory services revenue was recognized upon completion of the work in accordance with each advisory contract.

Research and Development

Research and development costs are charged to operating expenses when incurred.

Fair Value Measurements and Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments that are not reported at fair value in the accompanying consolidated balance sheets, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their carrying value due to their short-term nature. The Company’s derivative liability related to its derivative forward contract is reported at fair value.

F-13

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A — ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

U.S. GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the following fair-value hierarchy:

Level 1— Quoted prices for identical instruments in active markets.

Level 2— Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3— Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

During October 2018, the Company entered into a derivative forward contract that also included a call option. This contract was used as a source of financing, and the Company received $6 million at the inception of the contract from the counterparty. The notional amount of the forward contract related to gallons of the commodity, Ultra Low Sulfur Diesel. Under the terms of the contract the Company was obligated to pay the equivalent of the notional amount multiplied by the market price of Ultra Low Sulfur Diesel at the settlement dates; however, the call option of the contract capped the market price of Ultra Low Sulfur Diesel. At the inception of the contract the fair value of the derivative liability exceeded the $6 million received by the Company, and as a result, the Company recognized a financing cost of $9.1 million. During October 2019, the derivative forward contract was amended, and the Company received an additional $4 million and the notional amount and liability increased accordingly.

The derivative forward contract was amended again in April 2020. Under the amendment, the contract was replaced with a fixed payment obligation, whereby the Company agreed to pay the counterparty a total of $24.8 million, which included a payment of $4.5 million in June 2020, and six installment payments in 2022 totaling $20.3 million.

The fair value of the derivative forward contract is primarily based upon the notional amount and the forward strip market prices of Ultra Low Sulfur Diesel, and is reduced by the fair value of the call option. The forward strip market prices are observable. However, to determine the fair value of the call option, Company used the Black’s 76 option pricing model. As a result, the contract as a whole is included in the Level 3 of the fair value hierarchy.

The following presents changes in the derivative liability:

	Year Ended		Quarter Ended
	12/31/19		12/31/19		09/30/19			06/30/19			03/31/19		12/31/18
Beginning Balance	$	11,917,000	$	14,130,000	$	14,536,000		$	15,854,000		$	11,917,000	$	—
New contract / contract additions		4,000,000		4,000,000		—			—			—		15,114,000
(Gain) loss in fair value recognized in earnings		8,850,000		6,637,000		(406,000	)		(1,318,000	)		3,937,000		(3,197,000	)
	$	24,767,000	$	24,767,000	$	14,130,000		$	14,536,000		$	15,854,000	$	11,917,000

During the quarter ended December 31, 2018, the Company recognized a charge in earnings of $5.9 million related to the derivative forward contract. This charge consisted of $9.1 million finance costs of the derivative, less a decrease in fair value of $3.2 million.

F-14

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A — ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Estimates

Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. Significant estimates used in preparing these financial statements include a) those assumed in determining the valuation of common stock, warrants, and stock options, b) those assumed in determining the value of the derivative transactions, c) estimated useful lives of equipment and patent costs, and d) undiscounted future cash flows for purpose of evaluating possible impairment of long-term assets. It is at least reasonably possible that the significant estimates used will change within the next year.

Income/Loss per Common Share

Income/Loss per share amounts are computed by dividing income or loss applicable to the common stockholders of the Company by the weighted-average number of common shares outstanding during each period. Diluted income or loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents. The number of dilutive warrants and options is computed using the treasury stock method, whereby the dilutive effect is reduced by the number of treasury shares the Company could purchase with the proceeds from exercises of warrants and options.

The following instruments are currently antidilutive and have been excluded from the calculations of diluted income or loss per share at December 31, 2016, 2017, 2018 and 2019, as follows:

	December 31,
	2019		2018		2017		2016
Convertible notes and accrued interest		98,794,390		93,657,637		26,156,533		24,266,533
Convertible preferred stock - Series B		11,818,181		11,818,181		11,818,181		11,818,181
Warrants		—		—		—		3,083,332
Compensation-based stock options and warrants		199,027,315		137,427,315		52,586,692		84,782,003

Stock Based Compensation

The Company recognizes compensation expenses for stock-based awards expected to vest on a straight-line basis over the requisite service period of the award based on their grant date fair value. However, in the case of awards with accelerated vesting, the amount of compensation expense recognized at any date will be based upon the portion of the award that is vested at that date. The Company estimates the fair value of stock options using a Black-Scholes option pricing model which requires management to make estimates for certain assumptions regarding risk-free interest rate, expected life of options, expected volatility of stock and expected dividend yield of stock. For the fiscal years ended December 31, 2019, 2018, 2017 and 2016, charges related to stock-based compensation amounted to approximately $577,645, $68,289, $33,560 and $33,311, respectively. For the fiscal years ended December 31, 2019, 2018, 2017 and 2016, all stock-based compensation is classified in general and administrative expense.

Subsequent Events

The Company has evaluated subsequent events through October 6, 2020, the date these consolidated financial statements were issued. See Note J to these consolidated financial statements for a description of events occurring subsequent to December 31, 2019.

F-15

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A — ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Statements

Revenue Recognition

In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers. This new standard replaces most of the existing revenue recognition guidance in U.S. GAAP permits the use of either the retrospective or cumulative effect transition method. The new standard, as amended, became effective in the first quarter of fiscal year 2018. The Company adopted the standard using the modified retrospective method. There was no effect for any adjustments to retained earnings (accumulated deficit) upon adoption of the standard on January 1, 2018.

Leasing

Effective January 1, 2019 the Company adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update No. 2016-02, Leases (Topic 842) which superseded previous lease guidance ASC 840, Leases. Topic 842 is a new lease model that requires a company to recognize right-of-use (“ROU”) assets and lease liabilities on the balance sheet. The Company adopted the standard using the modified retrospective approach that does not require the restatement of prior year financial statements. The adoption of Topic 842 did not have a material impact on the Company’s consolidated income statement or consolidated cash flow statement. The adoption of Topic 842 resulted in the recognition of a ROU asset and corresponding lease liability of $112,000 as of January 1, 2019 for leases classified as operating leases.

Stock Compensation

In June 2018, the FASB issued ASU No. 2018-07 Improvements to Non-employee Share-based Payment Accounting ("ASU 2018-07"). ASU 2018-07 amends ASC 718, Compensation - Stock Compensation ("ASC 718"), with the intent of simplifying the accounting for share-based payments granted to non-employees for goods and services and aligning the accounting for share-based payments granted to non-employees with the accounting for share-based payments granted to employees. The Company adopted ASU 2018-07 on January 1, 2019 using the modified retrospective approach as required. ASU 2018-07 replaced ASC 505-50, Equity-Based Payments to Non-employees ("ASC 505-50") which was previously applied by the Company for warrants granted to consultants and nonemployees. The adoption of ASU 2018-07 did not have a material impact on the Company’s consolidated financial statements.

F-16

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B — BASIS OF PRESENTATION AND LIQUIDITY

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company incurred losses from continuing operations applicable to its common shareholders of $11.8 million, $8.0 million, $1.2 million, and $0.5 million, during the years ended December 31, 2019, 2018, 2017 and 2016, respectively, and has an accumulated deficit applicable to its common stockholders of $55.7 million, at December 31, 2019. The Company incurred operating losses of $4.9 million, $2.1 million, $0.9 million, and $0.9 million, during the years ended December 31, 2019, 2018, 2017 and 2016, respectively. At December 31, 2019, the Company had negative working capital of $33.0 million and a stockholders’ deficit of $24.5 million.

On May 4, 2020, a group of lenders agreed to provide a $300 million senior secured term loan facility to one of Global Clean Energy Holdings, Inc.’s subsidiaries to enable that subsidiary to acquire the equity interests of Bakersfield Renewable Fuels, LLC and to pay the costs of the retooling of the refinery owned by Bakersfield Renewable Fuels, LLC. Concurrently with the senior credit facility, a group of mezzanine lenders have agreed to provide a $65 million secured term loan facility to be used to pay the costs of repurposing and starting up the Bakersfield biorefinery. See, “Note J Subsequent Events.” Although the funds provided by the senior and mezzanine lenders may only be used for the Bakersfield refinery and servicing these debt obligations, since the Company shares facilities and personnel, Global Clean Energy Holdings, Inc. will realize a reduction in certain of its operating expenses. As of October 6, 2020, the Company believes that these cost savings, plus the Company’s other financial resources should be sufficient to fund the Company’s operations for the next eighteen months from the date that the accompanying financial statements were available to be issued.

In April of 2019, the Company executed a binding Product Offtake Agreement (the “Offtake Agreement”) with a major oil company (“Purchaser”) pursuant to which Purchaser has committed to purchase approximately 2.5 million barrels of renewable diesel annually from the Bakersfield Biorefinery, and the Company will be obligated to sell these quantities of renewable diesel to Purchaser. Purchaser’s obligation to purchase renewable diesel will last for a period of five years following the date that the Bakersfield Biorefinery commences operations. Purchaser has the option to extend the initial five-year term. Either party may terminate the Offtake Agreement if the Bakersfield Biorefinery does not meet certain production levels by certain milestone dates following the commencement of the Bakersfield Biorefinery’s operations.

NOTE C – PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2019, 2018, 2017, 2016 and 2015 are as follows:

	2019		2018		2017		2016		2015
Field Equipment	$	—	$	10,305	$	10,305	$	10,305	$	10,574
Office Equipment		61,078		61,601		61,601		61,601		64,729
Total Cost		61,078		71,906		71,906		71,906		75,303
Less accumulated depreciation		61,078		70,200		70,200		69,736		67,435
Property and equipment, net	$	—	$	1,706	$	1,706	$	2,170	$	7,868

Depreciation expense for property and equipment was $0, $0, $464, $2,301 and $66,859 for the years ended December 31, 2019, 2018, 2017, 2016 and 2015 respectively.

F-17

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE D - PATENT LICENSE FEES

Through a 2013 acquisition, the Company acquired certain patents, intellectual property and rights related to the development of Camelina as a biofuels feedstock, as a result of which it continues to incur costs related to patent license fees and patent applications for Camelina sativa plant improvements. These assets include three patents and the related intellectual property associated with these patents. These patents have an expected useful life of 17 years and are carried at cost less any accumulated amortization and any impairment losses. Amortization is calculated using the straight-line method over their remaining patent life. The termination of the patents are in 2029. Any future costs associated with the maintenance of these patents and patent and registration costs for any new patents that are essential to its business will be capitalized and amortized over the life of the patent once issued. The patent license assets as of the year ended December 31, 2019, 2018, 2017, 2016 and 2015 is shown in the following table:

	December 31
	2019			2018			2017			2016			2015
Patent license fees	$	4,187,902		$	4,186,289		$	4,168,841		$	4,168,841		$	4,168,841
Less accumulated amortization		(1,686,3107	)		(1,439,471	)		(1,176,796	)		(931,569	)		(686,343	)
Intangible Assets, Net	$	2,501,592		$	2,746,818		$	2,992,045		$	3,237,272		$	3,482,498

Amortization expense for intangible assets was approximately $245,000 for the years ended December 31, 2015, 2016, 2017, 2018 and 2019. The estimated amortization expense for the next five years is expected to be approximately $245,000 annually.

NOTE E –DEBT

Promissory Notes

Prior to 2016 the Company invested in and purchased various assets and is carrying a note, that is due upon demand, related to such assets in the principal amount of $1.3 million and an interest rate of 18% per annum.

Convertible Note Payable to Executive Officer

On October 16, 2018, Richard Palmer, the Company’s Chief Executive Officer and President, entered into a new employment agreement with the Company and concurrently agreed to defer $1 million of his accrues salary and bonus for two years. In order to evidence the foregoing deferral, the Company and Mr. Palmer entered into a $1 million convertible promissory note (the “Convertible Note”). The Convertible Note accrued simple interest on the outstanding principal balance of the note at the annual rate of five percent (5%) and matures and becomes due and payable on October 15, 2020. The Company accrued interest expense on this note in 2018 and 2019 of $10,411 and $50,000 respectively. As of year end 2018 and 2019 the Company had recorded accrued interest payable of $10,411 and $60,411. Under the Convertible Note, Mr. Palmer has the right, exercisable at any time until the Convertible Note is fully paid, to convert all or any portion of the outstanding principal balance and accrued and unpaid interest into shares of Common Stock at an exercise price of $0.0154 per share.

Convertible Notes Payable

The Company has several notes that are convertible into the Company or the Company’s subsidiaries shares at different prices: from $0.03 per share into the parent company’s stock and up to $1.48 per share into a subsidiary’s common stock. These notes are past due their original maturity date and they continue to accrue interest at varying rates, from 8% to 10%. On a combined basis, as of December 31, 2019 the principal amount of these notes is $0.7 million.

Settlement of Liabilities

In 2019 the Company derecognized $2.4 million of previously outstanding liabilities upon concluding that these were no further legal obligations. In 2016, the Company derecognized $0.5 million of liabilities based upon analysis of its accounts payable aging. These amounts are included in gain on settlement of liabilities in the accompanying statement of operations.

F-18

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE F – STOCKHOLDERS’ EQUITY

Common Stock

During 2016 through 2019, the Company issued a total of 2,500,000 shares of common stock related to the exercise of stock options.

Series B Preferred Stock

On November 6, 2007, the Company sold a total of 13,000 shares of Series B Convertible Preferred Stock (“Series B Shares”) to two investors for an aggregate purchase price of $1.3 million, less offering costs of $9,265. Each share of the Series B Shares has a stated value of $100.

The Series B Shares may, at the option of each holder, be converted at any time or from time to time into shares of the Company’s common stock at the conversion price then in effect. The number of shares into which one Series B Share shall be convertible is determined by dividing $100 per share by the conversion price then in effect. The initial conversion price per share for the Series B Shares is $0.11, which is subject to adjustment for certain events, including stock splits, stock dividends, combinations, or other recapitalizations affecting the Series B Shares.

Each holder of Series B Shares is entitled to the number of votes equal to the number of shares of the Company’s common stock into which the Series B Shares could be converted on the record date for such vote, and has voting rights and powers equal to the voting rights and powers of the holders of the Company’s common stock.

No dividends are required to be paid to holders of the Series B shares. However, the Company may not declare, pay or set aside any dividends on shares of any class or series of the Company’s capital stock (other than dividends on shares of our common stock payable in shares of common stock) unless the holders of the Series B shares shall first receive, or simultaneously receive, an equal dividend on each outstanding share of Series B shares.

In the event of any liquidation, dissolution or winding up of the Company, the holders of the Series B Preferred Stock shall be entitled to receive, prior to any distribution to the holders of the Common Stock, an amount equal to $100 per share, or $1,300,000 in the aggregate, plus an amount equal to any dividends declared and unpaid with respect to each such share.

NOTE G – STOCK OPTIONS AND WARRANTS

2010 Stock Plan

In 2010, the Company’s Board of Directors adopted the Global Clean Energy Holdings, Inc. 2010 Equity Incentive Plan (the “2010 Plan”) wherein 20,000,000 shares of the Company's common stock were reserved for issuance thereunder. Options and awards granted to new or existing officers, directors, employees, and non-employees vest ratably over a period as individually approved by the Board of Directors generally over four years, but not in all cases. The 2010 Plan provides for a three-month exercise period of vested options upon termination of service. The exercise price of options granted under the 2010 Plan is equal to the fair market value of the Company’s common stock on the date of grant. Options issued under the 2010 Plan have a maximum term of ten years for exercise and may be exercised with cash consideration or through a cashless exercise in which the holder forfeits a portion of the award in exchange for shares of common stock of the remaining portion of the award. As of December 31, 2019, there were no shares available for future option grants under the 2010 Plan. The 2010 Plan expired in April 2020 and was replaced with the 2020 Equity Incentive Plan. See Note J for additional information.

F-19

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE G – STOCK OPTIONS AND WARRANTS (CONTINUED)

The Company’s Board of Directors has granted stock options to certain officers, directors, employees, and non-employees, which options were not part of the 2010 Plan or any other formal equity incentive plan.

During the fiscal years ended December 31, 2016, 2017, 2018 and 2019, the Company granted the following stock options under the 2010 Plan and outside of the 2010 Plan:

2016:

On May 26, 2016, the Company granted employees and consultants a total of 2,300,000 incentive stock options and 1,000,000 non-qualified stock options respectively. These options vest 25% annually on the anniversary of the date of grant beginning on May 25, 2017 and each year thereafter until fully vested. The options expire five years from the date of grant and have an exercise price of $0.003.

On July 1, 2016, the Company granted its Chairman of the Board a five-year non-qualified stock option to purchase 500,000 shares of Common Stock at an exercise price of $0.003. The options vest monthly over one year beginning on the grant date.

On December 14, 2016, the Company granted employees and consultants a total of 3,000,000 incentive stock options and 500,000 non-qualified stock options respectively. These options vest quarterly over three years beginning on the grant date. The options expire five years from the date of grant and have an exercise price of $0.0017.

2017:

On July 1, 2017, the Company granted its Chairman of the Board a five-year non-qualified stock option to purchase 500,000 shares of Common Stock at an exercise price of $0.015. The options vest monthly over one year beginning on the grant date.

On November 1, 2017, the Company granted employees and consultants a total of 2,500,000 incentive stock options and 500,000 non-qualified stock options respectively. These options vest quarterly over three years beginning on the grant date. The options expire five years from the date of grant and have an exercise price of $0.0022.

2018:

For legal services rendered, on January 29, 2018 the Company granted to one of its attorneys a fully vested, five-year, non-qualified stock option to purchase 750,000 shares of the Company’s common stock at an exercise price of $0.0056 per share.

On July 1, 2018, the Company granted its Chairman of the Board a five-year non-qualified stock option to purchase 500,000 shares of Common Stock at an exercise price of $0.0056. The options vest monthly over one year beginning on the grant date.

On September 17, 2018, the Company granted its Executive Vice President a five-year non-qualified stock option to purchase 5,000,000 shares of Common Stock at an exercise price of $0.035. The options vested immediately upon grant.

On October 16, 2018, the Company granted its Chief Executive Officer a five-year non-qualified stock option to purchase 110 million shares of Common Stock at an exercise price of $0.0154, subject to the Company’s achievement of certain market capitalization goals.

On December 14, 2018, the Company granted a non-qualified stock option to purchase up to 2,500,000 to a consultant. The option (i) has an exercise price of $0.007(equal to the closing market price on the date of the grant), (ii) has a five-year term, and (iii) was fully vested and immediately exercisable upon grant.

F-20

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE G – STOCK OPTIONS AND WARRANTS (CONTINUED)

2019:

On January 15, 2019, the Company granted its Executive Vice President a five-year non-qualified stock option to purchase 50 million shares of Common Stock at an exercise price of $0.02, subject to the Company’s achievement of certain market capitalization goals.

On June 21, 2019 the Company entered into a Board Advisor Agreement with a prospective Board member (who subsequently became a member of the Board of Directors). As compensation for his services under the Board Advisor Agreement, the Board granted to this Director a non-qualified stock option to purchase up to 500,000 shares of the Company’s common stock, which option has an exercise price of $0.08 (based on the closing market price), a five year term, and the following vesting schedule: (i) Options to purchase 125,000 shares vested immediately as of the date grant, and (ii) options to purchase 125,000 additional shares vested on each of September 20, 2019, December 20, 2019 and March 20, 2020. The Board also granted to this prospective Director a second non-qualified stock option to purchase up to 500,000 shares of the Company’s common stock, which option has an exercise price of $0.08, a five year term, and would vest if/when this prospective Director joins the Board of Directors of the Company, provided that this prospective Director is appointed to the Board during the term of the Board Advisor Agreement. This appointment occurred in May 2020.

On June 21, 2019 the Company granted its Executive Vice President a five-year non-qualified stock option to purchase 10,000,000 shares at an exercise price of $0.0165. The option vests at 25% at issuance and the balance over 36 months.

On July 1, 2019, the Company granted its Chairman of the Board a five-year non-qualified stock option to purchase 500,000 shares of Common Stock at an exercise price of $0.065. The options vest monthly over one year beginning on the grant date.

On July 5, 2019 the Company granted to a consultant a five-year non-qualified stock option to purchase 5,000,000 shares of Common Stock at an exercise price of $0.09. The option vesting is conditional upon the Company consummating its contemplated acquisition by March 31, 2020 and upon such acquisition will vest at one-third upon closing and one-third each on the first and second anniversary of closing.

F-21

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE G – STOCK OPTIONS AND WARRANTS (CONTINUED)

A summary of the option award activity and awards outstanding at December 31, 2019 is as follows:

	Shares Under Option			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at December 31, 2015		93,208,997		$	0.015		2.2 years	$	—

Granted		7,300,000			0.002
Exercised		—
Forfeited		(4,800,000	)		0.024				—
Expired		(10,926,994	)		0.008				—

Outstanding at December 31, 2016		84,782,003			0.015		1.7 years		—
Granted		3,500,000			0.004
Exercised		—
Forfeited		(7,500,000	)		0.006				—
Expired		(28,195,311	)		0.018				—

Outstanding at December 31, 2017		52,586,692			0.013		1.6 years		600

Granted		118,750,000			0.015
Exercised		—
Forfeited		(24,959,377	)		0.015				—
Expired		(8,950,000	)		0.022				—

Outstanding at December 31, 2018		137,427,315			0.014		4.4 years		28,260

Granted		66,500,000			0.019
Exercised		(2,500,000	)		0.006
Forfeited		—							—
Expired		(2,400,000	)		0.010				—

Outstanding at December 31, 2019		199,027,315			0.016		3.6 years		14,360,463
Vested and exercisable at December 31, 2019		184,964,315		$	0.016		3.6 years	$	13,468,745

F-22

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE G – STOCK OPTIONS AND WARRANTS (CONTINUED)

The fair value of stock option grants with only continued service conditions for vesting is estimated on the grant date using a Black-Scholes option pricing model. The Company estimates the fair value of stock options that have both service and market conditions on the grant date using a lattice model. The following table illustrates the assumptions used in estimating the fair value of options granted during the periods presented:

	For the Years Ended December 31,
	2019			2018			2017			2016
Expected Term (in Years)		2 to 5			2 to 5			3 to 3.75			3.75
Volatility		123	%		123	%		175%-189%			142%-156%
Risk Free Rate		2.8	%		2.8	%		1.9%-2.0%			1.4%-2.0%
Dividend Yield		0	%		0	%		0	%		0	%
Suboptimal Exercise Factor (1)		1.3			1.3			n/a			n/a
Exit Rate Pre-vesting (2)		0	%		0	%		n/a			n/a
Exit Rate Post-vesting (3)		0	%		0	%		n/a			n/a
Aggregate Grant Date Fair Value	$	326,644		$	396,074		$	12,737		$	19,038

(1)

The suboptimal exercise factor estimates the value realized by the holder upon exercise of the option and the estimated point at which an option holder would exercise an in-the-money option. The Company estimated the suboptimal factor based on the holder realizing a pre-tax profit of $500,000. Used for lattice model purposes only.

(2)	Assumed forfeiture rate for market condition option awards prior to vesting. Used for lattice model purposes only.

(3)	Assumed expiration or forfeiture rate for market condition option awards after vesting. Used for lattice model purposes only.

During the years ended December 31, 2019 and 2018 the Company granted 110,000,000 and 50,000,000 options, respectively, to related parties that have both requisite service conditions and market conditions. The requisite service period for the market condition options granted during 2019 was three years and the options vest in three tranches: 28% of the award vests when the market cap exceeds $7 million for a thirty day period; 33% of the award vests when the market cap exceeds $15 million for a thirty day period; and 40% of the award vests when the market cap exceeds $25 million for a thirty day period. The requisite service period for the market condition options granted during 2018 was three years and the options vest in three tranches: 28% of the award vests when the market cap exceeds $7 million for a thirty day period; 36% of the award vests when the market cap exceeds $15 million for a thirty day period; and 36% of the award vests when the market cap exceeds $25 million for a thirty day period. As of May 31, 2019, all of the outstanding market condition awards issued during 2019 and 2018 were fully vested.

F-23

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE G – STOCK OPTIONS AND WARRANTS (CONTINUED)

For the years ended December 31, 2019, 2018, 2017, and 2016 the Company recognized stock compensation expenses related to stock option awards of $577,645; $69,289; $35,560; and $31,311; respectively. The Company recognizes all stock-based compensation in general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2019, there was approximately $106,000 of unrecognized compensation cost related to option awards that will be recognized over the remaining service period of approximately 2.25 years.

Stock Purchase Warrants

The Company has, from time to time, previously issued warrants for the purchase of Common Stock. During the year ended December 31, 2016 all 3,083,332 previously outstanding fully vested stock warrants expired. As of December 31, 2019 there were no outstanding stock warrants.

In 2020, the Company issued, to a party interested in Camelina development, a non-transferable warrant for approximately eight-percent interest in its subsidiary, Sustainable Oils, Inc. for approximately $20 million. The warrant expires on June 1, 2021.

NOTE H – INCOME TAXES

Income taxes are provided for temporary differences between financial and tax bases of assets and liabilities. The following is a reconciliation of the amount of benefit that would result from applying the federal statutory rate to pre-tax loss with the benefit from income taxes for the years ended December 31, 2015, 2016, 2017, 2018 and 2019:

The components of deferred tax assets and liabilities are as follows at December 31, 2015, 2016, 2017, 2018 and 2019, using a combined deferred income tax rate of 40% for 2015 and 2016 and 28% for 2017, 2018 and 2019:

The provisions for income taxes for the years ended December 31, 2019 and 2018 through 2016 are as follows:

	2019			2018			2017			2016			2015
Current:
Federal	$	(265,000	)	$	(418,000	)	$	(127,000	)	$	110,000		$	(319,000	)
State		(123,000	)		(193,000	)		(36,000	)		31,000
Deferred:
Federal		(1,992,000	)		(1,111,000	)		(241,000	)		129,000			140,000
State		(920,000	)		(513,000	)		(69,000	)		37,000
Change in Valuation Allowance		3,300,000			2,235,000			473,000			(307,000	)		179,000
Provision for income taxes	$	—		$	—		$	—		$	—		$	—

A reconciliation of the federal statutory tax rate to the effective tax rate is as follows:

	2019			2018			2017			2016			2015
Federal statutory rate		21	%		21	%		21	%		34	%		34	%
State, net of federal tax benefit		6.98	%		6.98	%		6.98	%		5.83	%		5.83	%
Effect of permanent differences
State return to provision
Change in valuation allowance		-28	%		-28	%		-28	%		-40	%		-40	%
Effective tax rate		—			—			—			—			—

F-24

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE H – INCOME TAXES (CONTINUED)

The company uses the asset-liability method of computing deferred taxes in accordance with FASB ASC Topic 740.

The difference between the effective tax rate and the statutory tax rates is due primarily to the impact of the valuation allowance resulting in zero tax provision being recorded.

Tax law changes enacted in 2018 reduced the statutory federal rate from 34% to 21%. The deferred tax asset has been reduced to reflect the newly enacted rate, and was equally offset by the change in valuation allowance.

At December 31, 2019 and 2018 through 2015, the deferred income tax assets consisted of the following:

	2019			2018			2017			2016			2015
Deferred tax assets:	$	14,563,000		$	11,263,000		$	9,028,000		$	8,555,000		$	8,862,000
Less: Valuation Allowance		(14,563,000	)		(11,263,000	)		(9,028,000	)		(8,555,000	)		(8,862,000	)
Net deferred income taxes	$	—		$	—		$	—		$	—		$	—

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. The majority of the balance is due deferred compensation, share based payments, the fair value of derivatives, and to continued losses resulting in NOL carryforwards, which may not be realized in future periods. As such, the company has recorded a 100% valuation allowance against the deferred tax assets.

At December 31, 2019 and 2018 through 2015, the deferred income tax assets consisted of the following temporary differences:

	2019			2018			2017			2016			2015
Net operating losses	$	8,530,000		$	8,140,000		$	7,529,000		$	7,366,000		$	7,507,000
Share based compensation		269,000			107,000			87,000			73,000			483,000
Accrued payroll		1,631,000			1,359,000			1,412,000			1,116,000			830,000
Impairment		—			—			—			—			42,000
Derivative Liability		4,132,000			1,656,000			—			—			—
Total deferred tax assets		14,562,000			11,262,000			9,028,000			8,555,000			8,862,000
Less: Valuation allowance		(14,562,000	)		(11,262,000	)		(9,028,000	)		(8,555,000	)		(8,862,000	)
	$	—		$	—		$	—		$	—		$	—

At December 31, 2019 through 2015, the Company has federal net operating loss carryforwards of approximately:

		2019				2018				2017				2016				2015
Net operating losses		$	21,152,000			$	19,765,000			$	17,579,000			$	17,169,000			$	17,523,343

Net operating losses begin to expire in the year ending 2021 through 2029.

Inasmuch as it is not possible to determine when or if the net operating losses will be utilized, a valuation allowance has been established to offset the benefit of the utilization of the net operating losses.

F-25

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE H— INCOME TAXES (CONTINUED)

As of December 31, 2019, the Company had available net operating losses of approximately $21.2 million which can be utilized to offset future earnings of the Company. The utilization of the net operating losses is dependent upon the tax laws in effect at the time such losses can be utilized. The loss carryforwards expire between the years 2021 and 2037. Should the Company experience a significant change of ownership, the utilization of net operating losses could be reduced.

The Company and its subsidiaries file tax returns in the U.S. Federal jurisdiction and, in the state of California. The Company is no longer subject to U.S. federal tax examinations for tax years before and including December 31, 2015. The Company is no longer subject to examination by state tax authorities for tax years before and including December 31, 2015. During the years ended December 31, 2016, 2017, 2018 and 2019, the Company did not recognize interest and penalties.

NOTE I – COMMITMENTS AND CONTINGENCIES

Employment Agreements

President and Chief Executive Officer. Effective December 31, 2014, the Company entered into an employment agreement (the “2014 Employment Agreement”) with its President and Chief Executive Officer (“CEO”), for a term of five years. Under the Employment Agreement, we granted the CEO an incentive option to purchase up to 16,959,377 shares of Common Stock at an exercise price of $0.0041 (the closing trading price on the date the agreement was signed and approved), with 25% vesting immediately and the balance vesting in equal amounts over the next 48 months. Under the 2014 Employment Agreement, the CEO was entitled to receive a base salary of $250,000 and an annual bonus payment contingent on the CEO’s satisfaction of certain performance criteria. The target annual bonus amount was 50% of the CEO’s base salary, subject to the Board’s discretion to increase the amount of the bonus or adjust the performance criteria

On October 16, 2018, the Company and the CEO entered into a new Executive Employment Agreement (the “2018 Employment Agreement”) that replaced the 2014 Employment Agreement. The 2018 Employment Agreement runs through October 15, 2023 and compensates the CEO at an annual base salary of $300,000 per year. Upon the closing of the acquisition of the Company's Bakersfield, California, refinery on May 7, 2020 the Company and the CEO amended the 2018 Employment Agreement to increase the CEO’s annual base salary to $350,000, effective immediately. Under the 2018 Employment Agreement, the CEO’s target annual bonus amount is 50% of the CEO’s base salary, subject to the Board’s discretion to increase the amount of the bonus or adjust the performance criteria. Under the 2018 Employment Agreement, the Company granted the CEO a five-year non-qualified stock option (“Option”) to purchase 110 million shares of Common Stock at an exercise price of $0.0154, subject to the Company’s achievement of certain market capitalization goals. Under the Option, Mr. Palmer vests, and can exercise the Option, with respect to 30,000,000 shares when the Company’s market capitalization first reaches $7 million, another 40,000,000 shares vest under the Option when the Company’s market capitalization reaches $15 million, and 40,000,000 shares vest when the Company’s market capitalization first reaches $25 million. The term “market capitalization” is defined in the 2018 Employment Agreement to mean the product of the number of shares of Common Stock issued and outstanding at the time market capitalization is calculated, multiplied by the average closing price of the Common Stock for the 30 consecutive trading days prior to the date of calculation as reported on the principal securities trading system on which the Common Stock is then listed for trading, including the OTC Pink marketplace, the NASDAQ Stock Market, or any other applicable stock exchange.

F-26

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE I – COMMITMENTS AND CONTINGENCIES (CONTINUED)

Executive Vice President - Development & Regulatory Affairs (the “EVP”). Effective January 15, 2019, the Company entered into a three-year employment agreement with its EVP which agreement was amended on May 7, 2020. Under the employment agreement, the EVP is paid an annual base salary of $310,000 and is entitled to receive an annual bonus of up to 50% of his annual base salary if the EVP meets certain performance targets.

Under the EVP’s employment agreement, the Company granted the EVP a five-year non-qualified stock option to purchase 50 million shares of Common Stock at an exercise price of $0.02, subject to the Company’s achievement of certain market capitalization goals. The foregoing option vest in three tranches when the Company’s market capitalization reached $7 million, $15 million, and $25 million.

Leases

On May 1, 2019, the Company amended its office lease to extend the lease term to July 31, 2022.

						Operating
Year Ending		Gross		Less: Discount		Lease
December 31,		Payments		Discount		Obligation

	2020	$	34,000	$	5,000	$	29,000
	2021		35,000		3,000		32,000
	2022		20,000		1,000		19,000

	Total	$	89,000	$	9,000	$	80,000

Legal

In the ordinary course of business, the Company may face various claims brought by third parties and the Company may, from time to time, make claims or take legal actions to assert the Company’s rights, including intellectual property rights, contractual disputes and other commercial disputes. Any of these claims could subject the Company to litigation.

In the first quarter of 2018 we received $0.4 million as part of a settlement we entered into with the purchaser of our former Mexican biofuel farms. This settlement was in regards to the use of our intellectual property rights.

In August 2020, a complaint was filed against GCE Holdings Acquisitions, LLC for a claimed breach of a certain consulting agreement. The claim is for $1.2 million. The Company is in the process of evaluating the merits of the claim and will determine a course of action in the near future. Management believes the outcomes of currently pending claims will not likely have a material effect on the Company’s consolidated financial position and results of operations.

Indemnities and Guarantees

In addition to the indemnification provisions contained in the Company's organization documents, the Company generally enters into separate indemnification agreements with the Company's directors and officers. These agreements require the Company, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys' fees, judgments, fines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individual's status or service as the Company's directors or officers, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. The Company also indemnifies its lessor in connection with its facility lease for certain claims arising from the use of the facility. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated nor incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheets.

F-27

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE J – SUBSEQUENT EVENTS

On May 7, 2020 through BKRF OCB, LLC, one of the Company’s indirect subsidiaries, the Company purchased all of the outstanding equity interests of Bakersfield Renewable Fuels, LLC from Alon Paramount Holdings, Inc. (“Alon Paramount”) for $40,000,000. Bakersfield Renewable Fuels, LLC owns an oil refinery in Bakersfield, California that the Company is retooling into a biorefinery. In connection with the acquisition, BKRF OCB, LLC agreed to undertake certain cleanup activities at the refinery and provide a guarantee for liabilities arising from the cleanup. The Company has assumed significant environmental and clean-up liabilities associated with the purchase of the Bakersfield Refinery.

Bakersfield Renewable Fuels, LLC, formerly Alon Bakersfield Property, Inc. is a party to an action pending in the United States Court of Appeals for the Ninth Circuit. In June 2019, the jury awarded the plaintiffs approximately $6.7 million against the Company and Paramount Petroleum Corporation (a parent company of Alon Bakersfield in 2019). Bakersfield Renewable Fuels has filed post-trial motions to alter or amend the judgment, or, in the alternative, for a new trial. Bakersfield Renewable Fuels is also assessing options for legal action. The hearing on this matter was heard in October of 2019, and the ruling is pending. Under the Share Purchase Agreement, Alon Paramount agreed to assume and be liable for (and to indemnify, defend, and save Bakersfield Renewable Fuels harmless from) this litigation. All legal fees in this matter are being paid by Paramount Petroleum Corporation. Concurrently with the closing of the acquisition, the Company entered into a Call Option Agreement with Alon Paramount pursuant to which the Company granted to Alon Paramount an option to purchase from Global Clean Energy Holdings, Inc. up to 33 1/3% of the membership interests of another subsidiary that indirectly owns Bakersfield Renewable Fuels, LLC based on the Company’s purchase price. The foregoing option can be exercised by Alon Paramount until the 90^th day after the refinery meets certain operational criteria. Upon the exercise of the option, Alon Paramount will be allocated its share of the refinery’s assets and liabilities and profits and losses. Bakersfield Renewable Fuels, LLC is also responsible for all of the environmental liabilities and clean-up costs associated with the Bakersfield Refinery.

On May 4, 2020, in order to fund the purchase of Bakersfield Renewable Fuels, LLC, BKRF OCB, LLC entered into a senior secured credit agreement with a group of lenders (the "Senior Lenders") pursuant to which the Senior Lenders agreed to provide a $300 million senior secured term loan facility to BKRF OCB, and to pay the costs of the retooling the Bakersfield Biorefinery. The senior loan bears interest at the rate of 12.5% per annum, payable quarterly. The principal of the senior loans is due at maturity, provided that BKRF OCB, LLC must offer to prepay the senior loans with any proceeds of such asset dispositions, borrowings other than permitted borrowings, proceeds from losses, and excess net cash flow. BKRF OCB, LLC may also prepay the senior loan in whole or in part with the payment of a prepayment premium. As additional consideration for the senior loans, the Senior Lenders were issued Class B Units in BKRF HCP, LLC, an indirect parent company of BKRF OCB, LLC. The senior loans are secured by all of the assets of BKRF OCB, LLC (including its membership interests in Bakersfield Renewable Fuels, LLC), all of the outstanding membership interest in BKRF OCB, LLC, and all of the assets of Bakersfield Renewable Fuels, LLC.

On May 4, 2020, BKRF HCB, LLC, the indirect parent of BKRF OCB, LLC, entered into a credit agreement with a group of mezzanine lenders who agreed to provide a $65 million secured term loan facility to be used to pay the costs of repurposing and starting up the Bakersfield biorefinery. As of September 30, 2020, BKRF HCB, LLC has not drawn down on the credit facility. The mezzanine loans bear interest at the rate of 15.0% per annum on amounts borrowed, payable quarterly, provided that the borrower may defer interest to the extent it does not have sufficient cash to pay the interest, such deferred interest being added to principal. As additional consideration for the mezzanine loans, the mezzanine lenders will be issued Class C Units in BKRF HCP, LLC at such times as advances are made under the mezzanine loans. The mezzanine loans will be secured by all of the assets of BKRF HCP, LLC, including all of the outstanding membership interest in BKRF FHCB, LLC. The mezzanine loans mature in November 2027.

F-28

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE J – SUBSEQUENT EVENTS (CONTINUED)

In December 2019, a novel strain of coronavirus diseases (“COVID-19”) was first reported in Wuhan, China. Less than four months later, on March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. The extent of COVID-19’s effect on the Company’s operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, all of which are uncertain and difficult to predict considered the rapidly evolving landscape. The Company is currently analyzing the potential impacts to its business. At this time, it is not possible to determine the magnitude of the overall impact of COVID-19 on the Company.

On April 30, 2020 GCE Acquisitions entered into an Engineering, Procurement and Construction Agreement with ARB, Inc. (“ARB”) pursuant to which ARB has agreed to provide services for the engineering, procurement, construction, start-up and testing of the Bakersfield Biorefinery. The agreement, which was assigned by GCE Acquisitions to BKRF Senior Borrower, provides for ARB to be paid on a cost-plus fee basis subject to a guaranteed maximum price of $201.4 million, subject to increase for approved change orders.

On May 7, 2020, the Board of Directors of the Company amended the employment agreements of Richard Palmer, the Company’s Chief Executive Officer, and Noah Verleun, the Company’s Executive Vice President, to increase their annual base salaries to $350,000 and $310,000, respectively.

On April 10, 2020, the Company’s Board of Directors adopted the 2020 Equity Incentive Plan (“2020 Plan”) pursuant to which the Board of Directors reserved an aggregate of 20,000,000 shares of Common Stock for future issuance. The 2020 Plan became effective on April 10, 2020. As of September 10, 2020, options for the purchase of 7,095,000 shares have been granted under the 2020 Plan to attract and retain the necessary personnel to meet the Company’s objectives. The 2020 Plan will expire on April 9, 2030, and no further awards may be granted after such date. The 2020 Plan provides for the following types of awards: incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards. Stock awards may be granted under the 2020 Plan to employees (including officers) and consultants of the Company or affiliates, and to members of the Company’s Board of Directors.

In 2020, the Company issued 5,542,857 shares, 7,677,315 shares and 750,000 shares upon exercises of outstanding options to an officer of the Company, a consultant to the company and an attorney who provided services to the Company (who is also a family member of the CEO), respectively.

F-29

QUARTERLY FINANCIAL DATA
(Unaudited )

As described in the “Explanatory Note” prior to Part I to this comprehensive Annual Report, the following unaudited quarterly periods for the three-months ending March 31, the three and six month periods ending June 30 and the three and nine month periods ending September 30 for each year 2019, 2018, 2017 and 2016, and the respective periods for comparative purposes are being filed herein and in lieu of the filing Quarterly Reports on Form 10-Q for 2019, 2018, 2017 and 2016. The quarterly information for 2015 was previously filed in three Forms 10-Q that were filed in 2015. The quarterly information in 2015 reflects the Mexico Jatropha operations that were discontinued in the fourth quarter of 2015.

The following unaudited interim financial statements have been prepared pursuant to the rules and regulations of the SEC. The footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (GAAP) have been omitted.. These unaudited statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. Interim results are not necessarily indicative of results for a full year.

The following unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included above in this Annual Report for the year ended December 31, 2019. The accounting policies in preparation of interim reports are the same as those used for the above audited annual reports included in this Annual Report.

F-30

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	As of March 31,
	2019			2018			2017
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	4,166,517		$	285,890		$	63,244
Accounts receivable		—			19,082			—
Inventory		22,942			22,942			22,942
Total Current Assets		4,189,459			327,914			86,186

PROPERTY AND EQUIPMENT, NET		1,706			1,706			1,706
RIGHT-OF-USE ASSET		104,000			—			—
INTANGIBLE ASSETS, NET		2,685,512			2,930,738			3,175,965
DEBT ISSUANCE COSTS		—			—			—
PRE-ACQUISITION COSTS		—			—			—
DEPOSITS		5,253			5,253			5,253

TOTAL ASSETS	$	6,985,930		$	3,265,611		$	3,269,110


LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	3,916,364		$	2,854,488		$	2,837,354
Accrued compensation and related liabilities		1,469,100			2,006,031			1,625,199
Accrued interest		1,462,941			1,130,519			815,802
Lease liabilities		104,000			—			—
Notes payable		1,369,856			1,369,856			1,369,856
Convertible notes payable		697,000			697,000			697,000
Derivative liability		15,854,000			—			—
Total Current Liabilities		24,873,261			8,057,894			7,345,211

LONG-TERM LIABILITIES
Convertible notes payable		1,000,000			—			—

TOTAL LIABILITIES		25,873,261			8,057,894			7,345,211

STOCKHOLDERS’ DEFICIT
Series A preferred stock		13			13			13
Common stock		341,529			341,529			341,529
Additional paid-in capital		30,712,228			30,610,179			30,599,931
Accumulated deficit		(49,941,101	)		(35,744,004	)		(35,017,574	)
Total Stockholders' Deficit		(18,887,331	)		(4,792,283	)		(4,076,101	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	6,985,930		$	3,265,611		$	3,269,110

F-31

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	As of March 31,
	2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,256
Accounts receivable		13,595
Inventory		25,921
Other current assets		100,149
Total Current Assets		141,921

PROPERTY AND EQUIPMENT, NET		7,094
RIGHT-OF-USE ASSET		—
INTANGIBLE ASSETS, NET		3,421,191
OTHER NONCURRENT ASSETS		2,626

TOTAL ASSETS	$	3,572,832


LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	3,060,695
Accrued compensation and related liabilities		1,435,216
Accrued interest		528,573
Notes payable		1,369,856
Convertible notes payable		697,000
Derivative liability		106,000
Total Current Liabilities		7,197,340

LONG-TERM LIABILITIES
Accrued interest payable		—
Accrued return on noncontrolling interest		—
Mortgage notes payable		—
Total Long-Term Liabilities		—

STOCKHOLDERS' DEFICIT
Series A preferred stock		13
Common stock		341,405
Additional paid-in capital		30,559,890
Accumulated deficit		(34,629,719	)
Accumulated other comprehensive income		103,903
Total Stockholders' Deficit		(3,624,508	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,572,832

F-32

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended March 31,
	2019			2018			2017

REVENUE	$	—		$	—		$	50,334

OPERATING EXPENSES
General and administrative		1,027,577			126,664			216,869
Amortization of intangible assets		61,307			61,307			61,307
Preliminary stage acquisition costs		934,243			—			—
Total Operating Expenses		2,023,127			187,971			278,176

OPERATING LOSS		(2,023,127	)		(187,971	)		(227,842	)

OTHER INCOME (EXPENSE)
Other Income (Expense)		—			425,000			—
Interest expense, net		(90,529	)		(80,631	)		(77,302	)
Gain on settlement of liabilities		—			—			—
Change in fair value derivative and finance
charges related to derivative liability		(3,937,000	)		344,369			—
Other Income (Expense), Net		(4,027,529	)		—			(77,302	)

NET (LOSS)/INCOME	$	(6,050,656	)	$	156,398		$	(305,144	)

BASIC AND DILUTED LOSS PER COMMON SHARE:
Net Loss per Common Share	$	(0.02	)	$	0.00		$	(0.00	)

BASIC AND DILUTED WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING		341,529,434			341,529,434			341,529,434

F-33

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended March 31,
	2016

REVENUE	$	121,647

OPERATING EXPENSES
General and administrative		454,060
Other operating		—
Total Operating Expenses		454,060

OPERATING LOSS		(332,413	)

OTHER INCOME (EXPENSE)
Other Income (Expense)		(12,820	)
Interest expense, net		(73,517	)
Gain on settlement of liabilities		—
Change in fair value derivative		—
Foreign currency transaction gain (loss)		—
Total Other Income (Expense)		(86,337	)

NET LOSS	$	(418,750	)

F-34

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended March 31,
	2019			2018			2017
Operating Activities:
Net loss	$	(6,050,656	)	$	156,398		$	(305,144	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on settlement of liabilities		—			—			—
Share-based compensation		43,008			10,248			35,560
Depreciation and amortization		61,306			61,307			61,307
Change in fair value of derivative liability		3,397,000			—			—
Changes in operating assets and liabilities:
Accounts receivable		—			—			112,254
Inventory		—			—			—
Accounts payable and accrued expenses		858,863			(26,427	)		32,130
Accrued compensation and related liabilities		(21	)		—			26,944
Interest payable		90,528			80,631			78,029
Other Operating Activities		—			—			—
Net Cash Used in Operating Activities		(1,059,972	)		282,157			41,080
Investing Activities:
Pre-acquisition costs		—			—			—
Cash received from derivative forward contract		—			—			—
Net Cash Used in Investing Activities		—			—			—
Financing Activities:
Debt issuance costs		—			—			—
Proceeds from exercise of stock options		—			—			—
Net Cash Used in Financing Activities		—			—			—

Net Change in Cash and Cash Equivalents		(1,059,972	)		282,157			41,080
Cash and Cash Equivalents at Beginning of Period		5,226,489			3,733			22,164
Cash and Cash Equivalents at End of Period	$	4,166,517		$	285,890		$	63,244

F-35

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended March 31,
	2016
Operating Activities:
Net loss	$	(418,750	)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign currency transaction gain		—
Gain on settlement of liabilities		—
Share-based compensation		26,705
Write-down of long-lived assets
Depreciation and amortization		62,096
Amortization of debt discount		—
Change in fair value of derivative liability		—
Changes in operating assets and liabilities:
Accounts receivable		—
Inventory		623
Accounts payable and accrued expenses		150,185
Accrued compensation and related liabilities		—
Interest payable		—
Other Operating Activities		—
Other noncurrent assets		—
Other current assets		(4,460	)
Net Cash Used in Operating Activities:		(183,601	)
Cash Flows of discontinued operations:
Operating cash flows		153,758
Investing cash flows		—
Financing cash flows (including cash at year-end)		—
Net Cash flows from discontinued operations		153,758

Effect of exchange rate changes on cash		(2,605	)

Net Change in Cash and Cash Equivalents		(32,448	)
Cash and Cash Equivalents at Beginning of Period		34,704
Cash and Cash Equivalents at End of Period	$	2,256

F-36

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	As of June 30,
	2019			2018			2017
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,275,500		$	161,014		$	64,978
Accounts receivable		—			19,082			25,081
Inventory		22,942			22,942			22,942
Total Current Assets		2,298,442			203,038			113,001

PROPERTY AND EQUIPMENT, NET		1,706			1,706			1,706
RIGHT-OF-USE ASSET		98,000			—			—
INTANGIBLE ASSETS, NET		2,624,205			2,869,432			3,114,659
DEBT ISSUANCE COSTS		100,000			—			—
PRE-ACQUISITION COSTS		755,382			—			—
DEPOSITS		505,253			5,253			5,253

TOTAL ASSETS	$	6,382,988		$	3,079,429		$	3,234,619


LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	3,939,808		$	2,808,299		$	2,879,783
Accrued compensation and related liabilities		1,469,100			2,003,482			1,652,143
Accrued interest		1,553,470			1,211,150			967,545
Lease liabilities		98,000			—			—
Notes payable		1,369,856			1,369,856			1,369,856
Convertible notes payable		697,000			697,000			697,000
Derivative liability		14,536,000			—			—
Total Current Liabilities		23,663,234			8,089,787			7,566,327

LONG-TERM LIABILITIES
Convertible notes payable		1,000,000			—			—

TOTAL LIABILITIES		24,663,234			8,089,787			7,566,327

STOCKHOLDERS' DEFICIT
Series A preferred stock		13			13			13
Common stock		341,529			341,529			341,529
Additional paid-in capital		31,179,041			30,669,220			30,599,931
Accumulated deficit		(49,800,829	)		(36,021,120	)		(35,273,181	)
Total Stockholders' Deficit		(18,280,246	)		(5,010,358	)		(4,331,708	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	6,382,988		$	3,079,429		$	3,234,619

F-37

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	As of June 30,
	2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	12,205
Accounts receivable		62,924
Inventory		24,431
Other current assets		—
Total Current Assets		99,560

PROPERTY AND EQUIPMENT, NET		5,453
RIGHT-OF-USE ASSET		—
INTANGIBLE ASSETS, NET		3,359,885
OTHER NONCURRENT ASSETS		2,626

TOTAL ASSETS	$	3,467,524


LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	3,011,834
Accrued compensation and related liabilities		1,228,969
Accrued interest		633,173
Notes Payable		1,369,856
Convertible notes payable		697,000
Derivative liability		—
Total Current Liabilities		6,940,832

LONG-TERM LIABILITIES
Accrued interest payable		—
Accrued return on non-controlling interest		—
Mortgage notes payable		—
Total Long-Term Liabilities		—

TOTAL LIABILITIES
		6,940,832
STOCKHOLDERS’ DEFICIT
Series A preferred stock		13
Common stock		341,529
Additional paid-in capital		30,564,371
Accumulated deficit		(34,379,221	)
Accumulated other comprehensive income		—
Total Stockholders' Deficit		(3,473,308	)
Noncontrolling interests		—
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	3,467,524

F-38

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended June 30,
	2019			2018			2017

Revenue	$	—		$	—		$	109,539

Operating Expenses
General and Administrative		937,765			135,178			179,566
Amortization of intangible assets		61,306			61,306			61,306
Preliminary stage acquisition costs		82,693			—			—
Total Operating Expenses		1,081,764			196,484			240,872

Operating Loss		(1,081,764	)		(196,484	)		(131,333	)

Other Income (Expense)
Other Income (Expenses)		—			—			28,279
Interest expense, net		(89,546	)		(80,632	)		(152,553	)
Gain on settlement of liabilities		—			—			—
Change in fair value derivative and finance		—			—			—
charges related to derivative liability		1,318,000			—			—
Other Income (Expense), Net		1,228,454			(80,632	)		(124,274	)

Net (Loss)/Income	$	149,690		$	(277,116	)	$	(255,607	)

Basic and diluted Loss per Common Share:
Net Loss per Common Share	$	(0.00	)	$	0.00		$	(0.00	)

Basic and diluted Weighted-Average Common Shares Outstanding		341,546,009			341,529,434			341,529,434

F-39

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended June 30,
	2016

Revenue	$	79,583

Operating Expenses		—
General and Administrative		401,838
Other Operating		—
Total Operating Expenses		401,838

Operating Loss		(322,255	)

Other Income (Expense)
Other Income (Expense)		67,349
Interest expense, net		(138,770	)
Gain on settlement of liabilities		537,612
Change in fair value derivative		—
Foreign currency transaction gain (loss)		106,563
Total Other Income (Expense), Net		572,753

Loss from Continuing Operations		250,498

Loss from Discontinued Operations		—

Net (Loss)/Income	$	250,498


Basic and diluted Loss per Common Share:
Net Loss per Common Share	$	(0.00	)

Basic and diluted Weighted-Average Common Shares Outstanding		341,529,434

F-40

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the six months ended June 30,
	2019			2018			2017

Revenue	$	—		$	—		$	159,873

Operating Expenses
General and Administrative		1,065,342			261,842			396,434
Amortization of intangible assets		122,613			122,613			122,613
Preliminary stage acquisition costs		1,016,936			—			—
Total Operating Expenses		3,104,891			384,455			519,047

Operating Loss		(3,104,891	)		(384,455	)		(359,174	)

Other Income (Expense)
Other Income (Expense)		—			425,000			28,279
Interest expense, net		(180,075	)		(161,263	)		(229,856	)
Gain on settlement of liabilities		—			—			—
Change in fair value derivative and finance charges related to derivative liability		(2,619,000	)		—			—
Other Income (Expense), Net		(2,799,075	)		263,737			(201,577	)

Net Loss	$	(5,903,966	)	$	(120,718	)	$	(560,751	)

Basic and diluted Loss per Common Share:
Net Loss per Common Share	$	(0.02	)	$	(0.00	)	$	(0.00	)

Basic and diluted Weighted-Average Common Shares Outstanding		341,546,009			341,529,434			341,529,434

F-41

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the six months ended June 30,
	2016

Revenue	$	201,230

Operating Expenses
General and Administrative		855,898
Other operating		—
Total Operating Expenses		855,899

Operating Loss		(654,668	)

Other Income (Expense)
Other Income (Expense)		54,528
Interest expense, net		(212,287	)
Gain on settlement of liabilities		537,612
Change in fair value derivative		—
Foreign currency transaction gain (loss)		105,563
Total Other Income (Expense), Net		486,416

Net Loss	$	(168,252	)

Basic and diluted Loss per Common Share:
Net Loss per Common Share	$	(0.00	)

Basic and diluted Weighted-Average Common Shares Outstanding		341,149,556

Statement of Comprehensive Income
Net Loss	$	(168,252	)
Other comprehensive loss-foreign currency translation adjustment		—
Comprehensive Loss	$	(168,252	)

F-42

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended June 30,
	2019			2018			2017
Operating Activities:
Net loss	$	146,690		$	(277,116	)	$	(255,607	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Gain on settlement of liabilities		—			—			—
Share-based compensation		460,395			59,041			—
Depreciation and amortization		61,307			61,306			61,306
Change in fair value of derivative liability		(1,318,000	)		—			—
Changes in operating assets and liabilities:
Accounts receivable		—			—			(25,081	)
Inventory		—			—			—
Accounts payable and accrued expenses		23,444			(46,189	)		42,429
Accrued compensation and related liabilities		—			(2,549	)		26,944
Interest payable		90,529			80,631			151,743
Other Operating Activities		—			—			—
Net Cash Used in Operating Activities		(535,635	)		(124,876	)		1,734
Investing Activities:
Pre-acquisition costs and deposits		(1,255,382	)		—			—
Cash received from derivative forward contract		—			—			—
Net Cash Used in Investing Activities		(1,255,382	)		—			—
Financing Activities:
Debt issuance costs		(100,000	)		—			—
Proceeds from exercise of stock options		—			—			—
Net Cash Used in Financing Activities		(100,000	)		—			—

Net change in Cash and Cash Equivalents		(1,891,017	)		(124,876	)		1,734
Cash and Cash Equivalents at Beginning of Period		4,166,517			285,890			63,244
Cash and Cash Equivalents at End of Period	$	2,275,500		$	161,014		$	64,978

F-43

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended June 30,
	2016
Operating Activities:
Net loss	$	250,498
Adjustments to reconcile net loss to net cash
used in operating activities:
Foreign currency transaction gain		—
Gain on settlement of liabilities		(255,752	)
Share-based compensation		4,606
Write-down of long lived assets		—
Depreciation and amortization		62,933
Amortization of debt discount		—
Change in fair value of derivative		(106,000	)
Changes in operating assets and liabilities:
Accounts receivable		(52,764	)
Inventory		1,490
Accounts payable and accrued expenses		(179,963	)
Accrued compensation and related liabilities		104,566
Interest payable		178,144
Other Operating Activities		—
Other noncurrent assets		—
Other current assets		41,306
Net Cash Used in Operating Activities		49,063
Investing Activities:
Plantation developments costs
Net Cash Used in Investing Activities		—
Financing Activities:
Proceeds from issuance of preferred membership in GCE Mexico I, LLC		—
Net Cash Provided by Financing Activities		—
Cash Flows of discontinued operations:
Operating cash flows		64,257
Investing cash flows		—
Financing cash flows (including cash at year-end)		—
Net Cash flows from discontinued operations		64,257

Effect of exchange rate changes on cash		(103,371	)

Net change in Cash and Cash Equivalents		9,949
Cash and Cash Equivalents at Beginning of Period		2,256
Cash and Cash Equivalents at End of Period	$	12,205

F-44

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the six months ended June 30,
	2019			2018			2017
Operating Activities:
Net loss	$	(5,903,966	)	$	(120,718	)	$	(560,751	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on settlement of liabilities		—			—			—
Share-based compensation		503,403			69,289			35,560
Depreciation and amortization		122,613			122,613			122,613
Change in fair value of derivative liability		2,619,000			—			—
Changes in operating assets and liabilities:
Accounts receivable		—			—			87,173
Inventory		—			—			—
Accounts payable and accrued expenses		882,307			(72,616	)		74,559
Accrued compensation and related liabilities		(21	)		(2,549	)		53,889
Interest payable		181,057			161,262			229,771
Other Operating Activities		—			—			—
Net Cash Used in Operating Activities		(1,595,607	)		157,281			42,814
Investing Activities:
Pre-acquisition costs and deposits		(1,255,382	)		—			—
Net Cash Used in Investing Activities		(1,255,382	)		—			—
Financing Activities:
Debt issuance costs		(100,000	)		—			—
Proceeds from exercise of stock options		—			—			—
Net Cash Used in Financing Activities		(100,000	)		—			—

Net change in Cash and Cash Equivalents		(2,950,989	)		157,281			42,814
Cash and Cash Equivalents at Beginning of Period		5,226,489			3,733			22,164
Cash and Cash Equivalents at End of Period	$	2,275,500		$	161,014		$	64,978

F-45

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the six months ended June 30,
	2016
Operating Activities:
Net loss	$	(168,252	)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign currency transaction gain		—
Gain on settlement of liabilities		(255,752	)
Share-based compensation		31,311
Depreciation and amortization		125,029
Amortization of debt discount		—
Change in fair value of derivative		(106,000	)
Changes in operating assets and liabilities:
Accounts receivable		(52,764	)
Inventory		2,113
Accounts payable and accrued expenses		(29,778	)
Accrued compensation and related liabilities		104,566
Interest payable		178,144
Other current assets		36,846
Other noncurrent assets		—
Net Cash Used in Operating Activities		(134,538	)
Investing Activities:
Plantation developments costs		—
Net Cash Used in Investing Activities		—
Financing Activities:
Proceeds from issuance of preferred membership in GCE Mexico I, LLC		—
Net Cash Provided by Financing Activities		—
Cash Flows of discontinued operations:
Operating cash flows		218,015
Investing cash flows		—
Financing cash flows (including cash at year-end)		—
Net Cash flows from discontinued operations		218,015

Effect of exchange rate changes on cash		(105,976	)

Net change in Cash and Cash Equivalents		(22,499	)
Cash and Cash Equivalents at Beginning of Period		34,704
Cash and Cash Equivalents at End of Period	$	12,205

F-46

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	As of September 30,
	2019			2018			2017
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	217,214		$	57,414		$	70,996
Accounts receivable		—			19,082			—
Inventory		22,942			22,942			22,942
Total Current Assets		240,156			99,438			93,938

PROPERTY AND EQUIPMENT, NET		1,706			1,706			1,706
RIGHT-OF-USE ASSET		89,911			—			—
INTANGIBLE ASSETS, NET		2,562,899			2,808,125			3,053,352
DEBT ISSUANCE COSTS		250,000			—			—
PRE-ACQUISITION COSTS		1,861,481			—			—
DEPOSITS		1,005,253			5,253			5,253

TOTAL ASSETS	$	6,011,406		$	2,914,522		$	3,154,249


LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	3,779,971		$	2,832,289		$	2,944,450
Accrued compensation and related liabilities		1,469,100			2,003,482			1,679,087
Accrued interest		1,643,998			1,291,782			1,008,717
Lease liabilities		90,083			—			—
Notes payable		1,369,856			1,369,856			1,369,856
Convertible notes payable		1,697,000			697,000			697,000
Derivative liability		14,130,000			—			—
Total Current Liabilities		24,180,008			8,194,409			7,699,110

LONG-TERM LIABILITIES
Convertible notes payable		—			—			—

TOTAL LIABILITIES		24,180,008			8,194,409			7,699,110

STOCKHOLDERS' DEFICIT
Series A preferred stock		13			13			13
Common stock		344,029			341,529			341,529
Additional paid-in capital		31,216,468			30,669,220			30,599,931
Accumulated deficit		(49,729,112	)		(36,290,649	)		(35,486,334	)
Total Stockholders' Deficit		(18,168,602	)		(5,279,887	)		(4544,861	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	6,011,406		$	2,914,522		$	3,154,249

F-47

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	As of September 30,
	2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	17,179
Accounts receivable		87,589
Inventory		23,686
Other current assets		—
Total Current Assets		128,454

PROPERTY AND EQUIPMENT, NET		3,812
RIGHT-OF-USE ASSET		—
INTANGIBLE ASSETS, NET		3,298,578
OTHER NONCURRENT ASSETS		5,253

TOTAL ASSETS	$	3,436,097


LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,917,748
Accrued compensation and related liabilities		1,283,056
Accrued interest		685,474
Notes Payable		1,369,856
Convertible notes payable		697,000
Derivative liability		—
Total Current Liabilities		6,953,134

LONG-TERM LIABILITIES
Accrued interest payable		—
Accrued return on non-controlling interest		—
Mortgage notes payable		—
Total Long-Term Liabilities		6,953,134

TOTAL LONG-TERM LIABILITIES		6,953,134

STOCKHOLDERS' DEFICIT
Series A preferred stock		13
Common stock		341,529
Additional paid-in capital		30,564,371
Accumulated deficit		(34,422,950	)
Accumulated other comprehensive income		—
Total Stockholders' Deficit		(3,517,037	)
Noncontrolling interests		—
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,436,097

F-48

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended September 30,
	2019			2018			2017

Revenue	$	—		$	—		$	179,288

Operating Expenses
General and Administrative		126,509			127,591			289,158
Amortization of intangible assets		61,307			61,307			61,307
Preliminary stage acquisition costs		106,381			—			—
Total Operating Expenses		294,197			188,898			350,465

Operating Loss		(294,197	)		(188,898	)		(171,177	)

Other Income (Expense)
Other Income (Expense)		—			—			—
Interest expense, net		(89,401	)		(80,631	)		(41,976	)
Gain on settlement of liabilities		—			—			—
Change in fair value derivative and finance		—			—			—
charges related to derivative liability		406,000			—			—
Other Income (Expense), Net		316,599			(80,631	)		(41,976	)

Net (Loss)/Income	$	22,402		$	(269,529	)	$	(213,153	)

Basic and diluted Loss per Common Share:
Net Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)

Basic and diluted Weighted-Average Common Shares Outstanding		341,529,434			341,529,434			341,529,434

F-49

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended September 30,
	2016

Revenue	$	117,087

Operating Expenses
General and Administrative		150,299
Other Operating		—
Total Operating Expenses		150,299

Operating Loss		(33,212	)

Other Income (Expense)
Other Income (Expense)		3,635
Interest expense, net		(14,152	)
Gain on settlement of liabilities		—
Change in fair value derivative		—
Foreign currency transaction gain (loss)		—
Total Other Income (Expense), Net		(10,517	)

Loss from Continuing Operations		(43,729	)

Loss from Discontinued Operations		—

Net Loss	$	(43,729	)

Basic and diluted Loss per Common Share:
Net Loss per Common Share	$	(0.00	)

Basic and diluted Weighted-Average Common Shares Outstanding		341,529,454

Statement of Comprehensive Income
Net Loss	$	(43,729	)
Other comprehensive income (loss)-foreign currency translation adjustment		—
Comprehensive Loss	$	(43,729	)

F-50

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the nine months ended September 30,
	2019			2018			2017

Revenue	$	—		$	—		$	339,161

Operating Expenses
General and Administrative		2,091,851			389,433			685,592
Amortization of intangible assets		183,920			183,920			183,920
Preliminary stage acquisition costs		1,123,317			—			—
Total Operating Expenses		3,399,088			573,353			869,512

Operating Loss		(3,399,088	)		(573,353	)		(530,351	)

Other Income (Expense)
Other Income (Expense)		—			425,000			28,279
Interest expense, net		(269,476	)		(241,894	)		(271,832	)
Gain on settlement of liabilities		—			—			—
Change in fair value derivative and finance		—			—			—
charges related to derivative liability		(2,213,000	)		—			—
Other Income (Expense), Net		(2,482,476	)		(183,106	)		(243,553	)

Net Loss	$	(5,881,564	)	$	(390,247	)	$	(773,904	)

Basic and diluted Loss per Common Share:
Net Loss per Common Share	$	(0.02	)	$	(0.00	)	$	(0.00	)

Basic and diluted Weighted-Average Common Shares Outstanding		342,208,921			341,529,434			341,529,434

F-51

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the nine months ended September 30,
	2016

Revenue	$	318,317

Operating Expenses
General and Administrative		1,006,197
Other Operating		—
Total Operating Expenses		1,006,197

Operating Loss		(687,880	)

Other Income (Expense)
Other Income (Expense)		58,163
Interest expense, net		(226,439	)
Gain on settlement of liabilities		537,612
Change in fair value derivative		—
Foreign currency transaction gain (loss)		106,563
Total Other Income (Expense), Net		475,899

Net Loss	$	(211,981	)


Basic and diluted Loss per Common Share:
Net Loss per Common Share	$	(0.00	)

Basic and diluted Weighted-Average Common Shares Outstanding		341,529,454


Statement of Comprehensive Income
Net Loss	$	(211,981	)
Other comprehensive income (loss)-foreign currency translation adjustment		—
Comprehensive Loss	$	(211,981	)

F-52

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended September 30,
	2019			2018			2017
Operating Activities:
Net loss	$	22,402		$	(269,529	)	$	(213,153	)

Adjustments to reconcile net loss to net cash used in operating activities:
Gain on settlement of liabilities		—			—			—
Share-based compensation		71,742			—			—
Depreciation and amortization		61,306			61,307			61,307
Change in fair value of derivative liability		(406,000	)		—			—
Changes in operating assets and liabilities:
Accounts receivable		—			—			25,081
Inventory		—			—			—
Accounts payable and accrued expenses		(159,665	)		23,990			64,667
Accrued compensation and related liabilities		—			—			26,944
Interest payable		90,528			80,632			41,171
Other Operating Activities		—			—			—
Net Cash Used in Operating Activities		(319,687	)		(103,600	)		6,018
Investing Activities:
Pre-acquisition costs and deposits		(1,606,099	)		—			—
Cash received from derivative forward contract		—			—			—
Net Cash Used in Investing Activities		(1,606,099	)		—			—
Financing Activities:
Debt issuance costs		(150,000	)		—			—
Proceeds from exercise of stock options		17,500			—			—
Net Cash Used in Financing Activities		132,500			—			—

Net change in Cash and Cash Equivalents		(2,058,286	)		(103,599	)		6,018
Cash and Cash Equivalents at Beginning of Period		2,275,500			161,014			64,978
Cash and Cash Equivalents at End of Period	$	217,214		$	57,415		$	70,996

F-53

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended September 30,
	2016
Operating Activities:
Net loss	$	(43,729	)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign currency transaction gain		—
Gain on settlement of liabilities		—
Share-based compensation		—
Write-down of long lived assets		—
Loss on disposal of fixed assets		—
Depreciation and amortization		62,947
Amortization of debt discount		—
Change in fair value of derivative		—
Changes in operating assets and liabilities:
Accounts receivable		(24,665	)
Inventory		(745	)
Accounts payable and accrued expenses		(94,086	)
Accrued compensation and related liabilities		54,087
Interest payable		52,301
Other Operating Activities		—
Other current assets		(2,627	)
Other noncurrent assets		—
Net Cash Used in Operating Activities		4,974
Investing Activities:
Plantation developments costs		—
Proceeds from sale of property and equipment		—
Net Cash Used in Investing Activities		—
Financing Activities:
Proceeds from issuance of preferred membership in GCE Mexico I, LLC		—
Net Cash Provided by Financing Activities		—
Cash Flows of discontinued operations:
Operating cash flows
Investing cash flows		—
Financing cash flows (including cash at year-end)		—
Net Cash flows from discontinued operations		—

Effect of exchange rate changes on cash		—

Net Change in Cash and Cash Equivalents		4,974
Cash and Cash Equivalents at Beginning of Period		12,205
Cash and Cash Equivalents at End of Period	$	17,179

F-54

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended September 30,
	2019			2018			2017
Operating Activities:
Net loss	$	(5,881,564	)	$	(390,247	)	$	(773,904	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on settlement of liabilities		—			—			—
Share-based compensation		575,145			69,289			35,560
Depreciation and amortization		183,919			183,920			183,920
Change in fair value of derivative liability		2,213,000			—			—
Changes in operating assets and liabilities:
Accounts receivable		—			—			112,254
Inventory		—			—			—
Accounts payable and accrued expenses		722,642			(48,626	)		139,226
Accrued compensation and related liabilities		(21	)		(2,549	)		80,833
Interest payable		271,585			241,894			270,943
Other Operating Activities		—			—			—
Net Cash Used in Operating Activities		(1,915,294	)		53,681			48,832
Investing Activities:
Pre-acquisition costs and deposits		(2,861,481	)
Net Cash Used in Investing Activities		(2,861,481	)		—			—
Financing Activities:
Debt issuance costs		(250,000	)
Proceeds from exercise of stock options		17,500			—			—
Net Cash Used in Financing Activities		(232,500	)		—			—

Net Change in Cash and Cash Equivalents		(5,009,275	)		53,681			48,832
Cash and Cash Equivalents at Beginning of Period		5,226,489			3,733			22,164
Cash and Cash Equivalents at End of Period	$	217,214		$	57,414		$	70,996

F-55

GLOBAL CLEAN ENERGY HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended September 30,
	2016
Operating Activities:
Net loss	$	(211,981	)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign currency transaction gain		—
Gain on settlement of liabilities		(255,752	)
Share-based compensation		31,311
Write-down of long-lived assets		—
Loss on disposal of fixed assets		—
Depreciation and amortization		187,976
Amortization of debt discount		—
Change in fair value of derivative		(106,000	)
Changes in operating assets and liabilities:
Accounts receivable		(77,429	)
Inventory		2,858
Accounts payable and accrued expenses		(123,864	)
Accrued compensation and related liabilities		158,653
Interest payable		230,445
Other current assets		34,219
Other noncurrent assets		—
Net Cash Used in Operating Activities		(129,564	)
Investing Activities:
Plantation developments costs		—
Proceeds from sale of property and equipment		—
Net Cash Used in Investing Activities		—
Financing Activities:
Proceeds from issuance of preferred membership in GCE Mexico I, LLC
Net Cash Provided by Financing Activities		—
Cash Flows of discontinued operations:
Operating cash flows		218,015
Investing cash flows		—
Financing cash flows (including cash at year-end)		—
Net Cash flows from discontinued operations		218,015

Effect of exchange rate changes on cash		(105,976	)

Net Change in Cash and Cash Equivalents		(17,525	)
Cash and Cash Equivalents at Beginning of Period		34,704
Cash and Cash Equivalents at End of Period	$	17,179

F-56

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)

The following documents are filed as part of this Annual Report:

(1)

Financial Statements. Reference is made to the Index to Consolidated Financial Statements of the Company attached hereto following the signature page of the Annual Report.

(2)

Financial Statement Schedule. All consolidated financial statement schedules are omitted because they are not applicable or the amounts are immaterial, not required, or the required information is presented in the Consolidated Financial Statements of the Company attached hereto following the signature page of the Annual Report.

(b)

The exhibits listed in the Exhibit Index below are filed with, or are incorporated by reference into, this Annual Report on Form 10-K.

Exhibit Number	Description
2.1	Agreement and Plan of Merger regarding the reincorporation of Registrant as a Delaware corporation (incorporated herein by reference to Appendix C to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on June 2, 2010).
3.1	Certificate of Incorporation (incorporated herein by reference to Appendix D to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on June 2, 2010).
3.2	Bylaws (incorporated herein by reference to Appendix E to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on June 2, 2010).
4.1	Specimen stock certificate*
4.2	Description of the Securities of Global Clean Energy Holdings, Inc. Registered Pursuant to Section 12 of the Securities Exchange Act of 1934*
10.1	Office Lease, dated as of February 2, 2014, between Global Clean Energy Holdings, Inc. and Skypark Atrium, LLC (filed as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K filed on March 31, 2015, and incorporated herein by reference)
10.2	First Amendment to Office Lease, dated as of January 15, 2019, between Global Clean Energy Holdings, Inc. and Skypark Atrium, LLC*
10.3	Second Amendment to Lease, dated June 4, 2019, between Global Clean Energy Holdings, Inc. and Skypark Atrium, LLC*
10.4	Global Clean Energy Holdings, Inc. 2010 Equity Incentive Plan (incorporated herein by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on June 2, 2010).#

10.5	Form of Indemnification Agreement entered into between Registrant and its directors and executive officers*#
10.6	Omitted
10.7	Employment Agreement, dated October 15, 2018, by and between Global Clean Energy Holdings, Inc. and Richard Palmer*#
10.8	Amendment No. 1 to Employment Agreement, dated May 7, 2020, by and between Global Clean Energy Holdings, Inc. and Richard Palmer*#
10.9	Convertible Promissory Note, dated October 16, 2018, issued by Global Clean Energy Holdings, Inc. to Richard Palmer*#
10.10	Employment Agreement, dated January 15, 2019, by and between Global Clean Energy Holdings, Inc. and Noah Verleun*#
10.11	Amendment No. 1 to Employment Agreement, dated May 7, 2020, by and between Global Clean Energy Holdings, Inc. and Noah Verleun*#
10.12	Offer Letter, dated May 17, 2020, by and between Global Clean Energy Holdings, Inc. and Ralph Goehring*#
10.13	Global Clean Energy Holdings, Inc. 2020 Equity Incentive Plan (incorporated herein by reference to Appendix B to the Registrant’s Proxy Statement on Schedule PRE 14A filed with the Commission on July 30, 2020)#
10.14	Form of Stock Option Grant Notice of Global Clean Energy Holdings, Inc. 2020 Equity Incentive Plan*
10.15	Share Purchase Agreement, dated April 29, 2019, by and between Alon Paramount Holdings, Inc. and GCE Holdings Acquisitions, LLC*
10.16	First Amendment to Share Purchase Agreement, dated as of September 27, 2019, by and between Alon Paramount Holdings, Inc. and GCE Holdings Acquisitions, LLC*
10.17	Second Amendment to Share Purchase Agreement, dated as of October 4, 2019, by and between Alon Paramount Holdings, Inc. and GCE Holdings Acquisitions, LLC*
10.18	Third Amendment to Share Purchase Agreement, dated as of October 11, 2019, by and between Alon Paramount Holdings, Inc. and GCE Holdings Acquisitions, LLC*
10.19	Fourth Amendment to Share Purchase Agreement, dated as of October 28, 2019, by and between Alon Paramount Holdings, Inc. and GCE Holdings Acquisitions, LLC*

10.20	Fifth Amendment to Share Purchase Agreement, dated as of March 23, 2020, by and between Alon Paramount Holdings, Inc. and GCE Holdings Acquisitions, LLC*
10.21	Sixth Amendment to Share Purchase Agreement, dated as of May 4, 2020, by and between Alon Paramount Holdings, Inc. and GCE Holdings Acquisitions, LLC*
10.22	Control, Operation And Maintenance Agreement, dated May 4, 2020, by and between GCE Operating Company, LLC and BKRF OCB, LLC*
10.23	Call Option Agreement, dated May 7, 2020, by and among Global Clean Energy Holdings, Inc., Alon Paramount Holdings, Inc., and GCE Holdings Acquisitions, LLC*
10.24	Credit Agreement, dated as of May 4, 2020, between BKRF OCB, LLC, BKRF OCP, LLC, and the senior lenders referred to therein*
10.25	Credit Agreement, dated as of May 4, 2020, between BKRF HCB, LLC, BKRF HCP, LLC, and the mezzanine lenders referred to therein*
10.26	Product Offtake Agreement, dated as of April 10, 2019, between ExxonMobil Oil Corporation and GCE Holdings Acquisitions LLC*†
10.27	Engineering, Procurement and Construction Agreement, dated April 30, 2020, between ARB, Inc. and GCE Holdings Acquisitions, LLC*†
10.28	License Agreement, dated October 24, 2018, between Haldor Topsoe A/S and GCE Holdings Acquisitions, LLC*†
21.1	Subsidiaries of Registrant*
23.1	Consent of Hall & Company Certified Public Accountants, Inc.
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from the Annual Report on Form 10-K of Global Clean Energy Holdings, Inc. for the years ended December 31, 2016, 2017, 2018 and 2019, formatted in XBRL (eXtensible Business Reporting Language): (1) Balance Sheets as of December 31, 2016, 2017, 2018 and 2019; (2) Statements of Income for the years ended December 31, 2016, 2017, 2018 and 2019; (3) Statements of Shareholders’ Equity for the years ended December 31, 2016, 2017, 2018 and 2019; (4) Statements of Cash Flows for the years ended December 31, 2016, 2017, 2018 and 2019; and (5) Notes to Financial Statements.

*	Filed as an exhibit to the Form 10–K filed with the Commission on October 6, 2020, and incorporated herein by reference.
†	Certain confidential portions of this Exhibit were omitted by means of marking such portions with an asterisk because the identified confidential portions are (i) not material and (ii) would be competitively harmful if publicly disclosed.
#	Indicates a management contract or compensatory plan or arrangement.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GLOBAL CLEAN ENERGY HOLDINGS, INC.

November 20, 2020

By: /s/ RALPH GOEHRING

Ralph Goehring

Vice President Finance and Chief Financial Officer

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)

	(310) 641-4234
	Issuer’s telephone number:

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

Financial Statements:		Page

Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of December 31, 2019, 2018, 2017, 2016 and 2015		F-2
Consolidated Statements of Operations for the years ended December 31, 2019, 2018, 2017, 2016 and 2015		F-4
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018, 2017, 2016 and 2015		F-6
Consolidated Statements of Changes in Equity (Deficit) for the years ended December 31, 2019, 2018, 2017, 2016 and 2015		F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018, 2017, 2016 and 2015		F-9
Notes to Consolidated Financial Statements		F-11

	As of December 31,
	2019			2018			2017
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	457,331		$	5,226,489		$	3,733
Accounts receivable		—			—			19,082
Inventory		22,942			22,941			22,942
Total Current Assets		480,273			5,249,430			45,757

PROPERTY AND EQUIPMENT, NET		—			1,706			1,706
RIGHT-OF-USE ASSET		82,450			—			—
INTANGIBLE ASSETS, NET		2,501,592			2,746,818			2,992,045
DEBT ISSUANCE COSTS		500,000			—			—
PRE-ACQUISITION COSTS		2,588,441			—			—
DEPOSITS		3,253,253			5,253			5,253

TOTAL ASSETS	$	9,406,009		$	8,003,207		$	3,044,761


LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1,778,434		$	3,057,500		$	2,880,915
Accrued compensation and related liabilities		2,055,167			1,469,121			2,006,031
Accrued interest		1,734,527			1,372,413			1,049,888
Lease liabilities		82,882			—			—
Notes payable		1,369,856			1,369,856			1,369,856
Convertible notes payable		1,697,000			697,000			697,000
Derivative liability		24,767,000			11,917,000			—
Total Current Liabilities		33,484,866			19,882,890			8,003,690

LONG-TERM LIABILITIES
Convertible notes payable		—			1,000,000			—

TOTAL LIABILITIES		33,484,866			20,882,890			8,003,690

STOCKHOLDERS' DEFICIT
Preferred stock - $0.001 par value; 50,000,000 shares authorized Series B, convertible; 13,000 shares issued and outstanding (aggregate liquidation preference of $1,300,000)		13			13			13
Common stock, $0.001 par value; 500,000,000 shares authorized; 344,029,434, 341,529,434, and 341,529,434 shares issued and outstanding, respectively		344,029			341,529			341,529
Additional paid-in capital		31,259,365			30,669,220			30,599,931
Accumulated deficit		(55,682,264	)		(43,890,445	)		(35,900,402	)
Total Stockholders' Deficit		(24,078,857	)		(12,879,683	)		(4,958,929	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	9,406,009		$	8,003,207		$	3,044,761

	Years Ended December 31,
	2019			2018			2017

REVENUE	$	—		$	—		$	369,702

OPERATING EXPENSES
General and Administrative		3,061,580			1,282,037			1,012,614
Amortization of intangible assets		245,226			245,226			245,226
Preliminary stage acquisition costs		1,625,834			529,454			—
Total Operating Expenses		4,932,640			2,056,717			1,257,840

OPERATING LOSS		(4,932,640	)		(2,056,717	)		(888,138	)

OTHER INCOME (EXPENSE)
Other income (expense), net		—			425,000			12,279
Interest expense, net		(439,479	)		(441,326	)		(312,113	)
Gain on settlement of liabilities		2,430,300			—			—
Change in fair value derivative and finance charges related to derivative liability		(8,850,000	)		(5,917,000	)		—
Other Income (Expense), Net		(6,859,179	)		(5,933,326	)		(299,834	)

NET LOSS	$	(11,791,819	)	$	(7,990,043	)	$	(1,187,972	)

BASIC AND DILUTED LOSS PER COMMON SHARE:
Net loss per common share	$	(0.03	)	$	(0.02	)	$	(0.00	)

BASIC AND DILUTED WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING		342,789,708			341,529,434			341,529,434

														Accumulated
									Additional					Other
	Series B				Common Stock				Paid in		Accumulated			Comprehensive
	Shares		Amount		Shares		Amount		Capital		Deficit			Income			Total
Balance at December 31, 2015		13,000	$	13		341,529,434	$	341,529	$	30,533,060	$	(34,210,969	)	$	105,976		$	(3,230,391	)

Share-based compensation from issuance of options and compensation-based warrants		—		—		—		—	$	31,311		—			—			31,311

Net loss for the year ended December 31, 2016		—		—		—		—		—		(501,461	)		—			(501,461	)

Other Comprehensive Income:		—		—		—		—		—		—			—			—

Reclassification adjustment of foreign currency translation adjustment		—		—		—		—		—		—			(105,976	)		(105,976	)

Balance at December 31, 2016		13,000		13		341,529,434		341,529		30,564,371		(34,712,430	)		—			(3,806,517	)

Share-based compensation from issuance of options and compensation-based warrants		—		—		—		—	$	35,560		—			—			35,560

Net loss for the year ended December 31, 2017		—		—		—		—		—		(1,187,972	)		—			(1,187,972	)

Balance at December 31, 2017		13,000		13		341,529,434		341,529		30,599,931		(35,900,402	)		—			(4,958,929	)

Share-based compensation from issuance of options and compensation-based warrants		—		—		—		—	$	69,289		—			—			69,289

Net loss for the year ended December 31, 2018		—		—		—		—		—		(7,990,043	)		—			(7,990,043	)

Balance at December 31, 2018		13,000		13		341,529,434		341,529		30,669,220		(43,890,445	)		—			(12,879,683	)

Share-based compensation from issuance of options and compensation-based warrants		—		—		—		—	$	577,645		—			—			577,645

Exercise of stock options		—		—		2,500,000	$	2,500	$	12,500		—			—			15,000

Net loss for the year ended December 31, 2019		—		—		—		—		—		(11,791,819	)		—			(11,791,819	)

Balance at December 31, 2019		13,000	$	13		344,029,434	$	344,029	$	31,259,365	$	(55,682,264	)	$	—		$	(24,078,857	)