Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
Amendment
No. 2
x
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ANNUAL REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31,
2008
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o
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TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from ______ to
______
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Commission
file number: 0-12627
GLOBAL
CLEAN ENERGY HOLDINGS, INC.
(Exact
name of Small Business Issuer as specified in its charter)
Utah
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87-0407858
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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6033
W. Century Blvd, Suite 895,
Los
Angeles, California 90045
(Address
of principal executive offices)
(310)
641-4234
Issuer’s
telephone number:
Securities
registered under Section 12(b) of the Act: None.
Securities
registered under Section 12(g) of the Act: Common Stock, no par
value.
Indicate
by check mark if the registrant is a well known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No þ
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and, (2) has been subject to such filing requirements for
the past 90 days.
Yes þ No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein and, will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company þ
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(Do
not check if a smaller reporting company)
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes o No þ
The
aggregate market value of the common stock held by non-affiliates of the
registrant as of June 30, 2008 (the last business day of the registrant’s most
recently completed second fiscal quarter) was approximately
$8,865,000.
The
outstanding number of shares of common stock as of April 8, 2009 was
229,381,338, which includes 4,567,519 shares of common stock currently held in
escrow.
Documents incorporated by
reference: None
EXPLANATORY
NOTE
We are
filing this amendment (this “Amendment No. 2”) to our Annual Report on Form 10-K
for the year ended December 31, 2008 (our “Annual Report”) for the sole purpose
of re-filing the following two agreements: (i) Limited Liability
Company Agreement of GCE Mexico I, LLC, and (ii) Service Agreement between this
company and Corporativo LODEMO S.A DE CV. The foregoing two
agreements were previously filed as exhibits to Amendment No. 1 to the Annual
Report, but as previously filed, the agreements did not contain all of the
exhibits and schedules to those agreements. The two attached
agreements contain all exhibits and schedules thereto.
This
Amendment No. 2 does not update or amend the disclosures contained in the Annual
Report, as amended by Amendment No. 1.
PART
II
ITEM
15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES.
Exhibit
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Description
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10.17
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Limited
Liability Company Agreement of GCE Mexico I, LLC, a Delaware
Limited Liability Company, dated April 23, 2008
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10.18
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Service
Agreement, dated October 15, 2007, between the Company and Corporativo
LODEMO S.A DE CV, a Mexican corporation
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31.1
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Certification
of the Chief Executive Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934.
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31.2
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Certification
of the Chief Financial Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of
1934.
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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.
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GLOBAL
CLEAN ENERGY HOLDINGS, INC.
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December
30, 2009
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By:
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/s/ RICHARD PALMER
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Richard
Palmer
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President
and Chief Executive
Officer
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