Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
GLOBAL
CLEAN ENERGY HOLDINGS, INC.
(Name of
Issuer)
(Title of
Class of Securities)
(CUSIP
Number)
Istvan
Benko, Esq.
TroyGould
PC
1801
Century Park East, Suite 1600
Los
Angeles, California 90067
(Name,
Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
April 26,
2010
(Date of
Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the
following box. q
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d–7 for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
1
|
Names
of Reporting Persons.
I.R.S. Identification Nos. of
above persons (entities only).
|
|
|
|
Monarch Pointe Fund, Ltd. |
2
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
o
|
|
(b)
o
|
3
|
|
|
|
4
|
Source
of Funds (See Instructions)
|
|
|
|
OO |
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
|
|
6
|
Citizenship
or Place of Organization
|
|
|
|
British Virgin Islands |
|
|
|
Number of
|
7
|
Sole
Voting
Power
0
|
Shares
|
|
|
|
8
|
Shared
Voting
Power
12,310,813
|
|
|
|
Reporting
|
9
|
Sole
Dispositive Power
0
|
|
|
|
|
10
|
Shared
Dispositive Power 12,310,813
|
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
12,310,813 |
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
|
|
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
|
|
|
4.55% |
14
|
Type
of Reporting Person (See Instructions)
|
|
|
|
CO
|
1
|
Names
of Reporting Persons.
I.R.S. Identification Nos. of
above persons (entities only).
|
|
|
|
William Tacon |
2
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
o
|
|
(b)
o
|
3
|
|
|
|
4
|
Source
of Funds (See Instructions)
|
|
|
|
AF |
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
|
|
6
|
Citizenship
or Place of Organization
|
|
|
|
United Kingdom |
|
|
|
Number of
|
7
|
Sole
Voting
Power
0
|
Shares
|
|
|
|
8
|
Shared
Voting
Power
12,310,813
|
|
|
|
Reporting
|
9
|
Sole
Dispositive Power
0
|
|
|
|
|
10
|
Shared
Dispositive Power 12,310,813
|
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
12,310,813 |
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
|
|
|
o
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
|
|
|
4.55% |
14
|
Type
of Reporting Person (See Instructions)
|
|
|
|
IN
|
Item
1. Security and Issuer.
This
Schedule 13D (this “Statement”) relates to shares of common stock (the “Common
Stock”), no par value, of Global Clean Energy Holdings, Inc., a Utah corporation
(the “Issuer”).
The
Issuer’s principal executive offices are located at 6033 W. Century Blvd., Suite
895, Los Angeles, California 90045.
Item
2. Identity and Background.
This
statement is filed by Monarch Pointe Fund, Ltd. (“MPF”) and William R.
Tacon (“Mr.
Tacon”). This statement relates to the Issuer’s securities
directly owned by MPF.
MPF and
Mr. Tacon are referred to herein as the “Reporting
Persons.”
The
business address of MPF is: Zolfo Cooper, P.O. Box 3170, Road Town, Tortola,
British Virgin Islands.
The
business address of Mr. Tacon is: Zolfo Cooper, P.O. Box 3170, Road Town,
Tortola, British Virgin Islands.
During the last five (5) years, none of
the Reporting Persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
During the last five (5) years, none of
the Reporting Persons has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining final
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such
laws.
Item
3.
|
Source
and Amount of Funds or Other
Consideration
|
No funds were used to acquire the
shares of common stock reported herein.
Item
4.
|
Purpose
of Transaction
|
Items
5-11 of each Reporting Person’s respective cover page is incorporated herein by
this reference. The percentage of class of securities in row 13 of the cover
page is based on the assumption that the Issuer had 270,464,478 shares of Common
Stock outstanding.
MPF
currently is in liquidation. Pursuant to an order issued by the
Eastern Caribbean Supreme Court, in the High Court of Justice, British Virgin
Islands, Mr. Tacon was appointed as the liquidator of MPF. As the
liquidator, Mr. Tacon currently has the sole right to control acquisition,
disposition and voting of the Issuer’s securities that are owned by
MPF. Mr. Tacon does not directly own any of the Issuer’s
securities.
Prior to
the transaction reported herein, MPF owned (i) 3,765,414 shares of Common Stock,
and (ii) warrants to purchase up to 10,403,095 shares of Common Stock (the
“Warrants”). On
April 26, 2010, in connection with a cashless exercise of the Warrants, MPF
acquired 8,545,399 shares of the Issuer’s Common Stock. Following the
cashless exercise of the Warrants, MPF owned an aggregate of 12,310,813 shares
of the Issuer’s Common Stock.
None of
the Reporting Persons have any plan or proposal which relate to, or may result
in, any of the matters listed in Items 4(a)-(j) of this Statement.
Item
5. Interest in Securities of the Issuer
(a) As
of the date of this filing, MPF owned 12,310,813 shares of Common
Stock.
Mr. Tacon
does not directly own any securities of the Issuer. However, as a
result of his appointment as the liquidator of MPF, and his ability to direct
the voting and disposition of the shares of MPF, Mr. Tacon is deemed to have
beneficial ownership of all securities owned by MPF.
The
aggregate number and percentage of class of securities identified pursuant to
Item 4 beneficially owned by each person identified in Item 2(a) may
be found in rows 7 through 13 of the cover pages. The
percentages were based on the assumption that the Issuer had 270,464,478 shares
of Common Stock issued and outstanding.
(b) The right to vote and the right to
dispose of the shares beneficially owned by MPF are held by Mr.
Tacon.
(c) The
information set forth in Item 4 is incorporated herein by this
reference.
(d) To
the knowledge of the Reporting Persons, no person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities of the Issuer reported herein.
(e) On
April 26, 2010, following the transaction reported herein, the Reporting Persons
ceased to be beneficial owners of more than five percent (5%) of the Common
Stock.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
Except as
set forth in Item 4, none of the Reporting Persons have any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
other person with respect to any securities of the Issuer or its
subsidiaries.
Item
7.
|
Material
to Be Filed as Exhibits
|
Agreement
of Joint Filing by and between the Reporting Persons.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: April
26, 2010
|
MONARCH POINTE FUND,
LTD. |
|
|
|
|
|
|
By:
|
/s/ WILLIAM
TACON |
|
|
|
William
Tacon, court appointed liquidator |
|
|
|
|
|
Dated: April
26, 2010
|
|
|
|
|
|
/s/
WILLIAM TACON |
|
|
|
William
Tacon |
|