Edgar Filing: Global Clean Energy Holdings, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â M.A.G. Capital, LLC

2. Date of Event Requiring Statement (Month/Day/Year)
04/18/2008

3. Issuer Name and Ticker or Trading Symbol
Global Clean Energy Holdings, Inc. [GCEH]

(Last)

(First)

(Middle)

555 SOUTH FLOWER ST.,Â SUITE 4500

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

LOS ANGELES,Â CAÂ 90071

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,682,414	I	By Monarch Pointe Fund, Ltd. ⁽¹⁾ ⁽²⁾
Common Stock	14,192,675	I	By Mercator Momentum Fund III,. L.P. ⁽¹⁾ ⁽³⁾
Common Stock	18,989,232	I	By Mercator Momentum Fund, L.P. ⁽¹⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant to purchase Common Stock	09/08/2007	09/30/2013	Common Stock	13,516,777	$ 0.01	I	By Mercator Momentun Fund, L.P. ⁽¹⁾ ⁽⁴⁾
Warrant to purchase Common Stock	10/18/2007	10/17/2017	Common Stock	5,122,100	$ 0.01	I	By Mercator Momentum Fund, L.P. ⁽¹⁾ ⁽⁴⁾
Warrant to purchase Common Stock	09/08/2007	09/30/2013	Common Stock	9,360,701	$ 0.01	I	By Mercator Momentum Fund III, L.P. ⁽¹⁾ ⁽³⁾
Warrant to purchase Common Stock	10/18/2007	10/17/2017	Common Stock	6,050,300	$ 0.01	I	By Mercator Momentum Fund III, L.P. ⁽¹⁾ ⁽³⁾
Warrant to purchase Common Stock	09/08/2007	09/30/2013	Common Stock	4,575,495	$ 0.01	I	By Monarch Pointe Fund, Ltd. ⁽¹⁾ ⁽²⁾
Warrant to purchase Common Stock	10/18/2007	10/17/2017	Common Stock	5,827,600	$ 0.01	I	By Monarch Pointe Fund Ltd. ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
M.A.G. Capital, LLC 555 SOUTH FLOWER ST. SUITE 4500 LOS ANGELES,Â CAÂ 90071	Â	Â X	Â	Â

Signatures

M.A.G. Capital, LLC		04/28/2008
^**Signature of Reporting Person		Date
By /s/ David Firestone,Managing Member		04/28/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reporting Person is the general partner of each of Mercator Momentum Fund, L.P., a California limited partnership ("MMF"), and Mercator Momentum Fund III, L.P., a California limited partnership ("MMFIII"). Reporting Person controls the investments of Monarch Pointe Fund, Ltd., a corporation organized under the laws of the British Virgin Islands ("MPF").
(2)	Thesse securities may be deemed to be beneficially owned indirectly by Reporting Person by reason of the direct ownership of such securities by MPF.
(3)	These securities may be deemed to be beneficially owned indirectly by Reporting Person by reason of the direct ownership of such securities by MMFIII.
(4)	There securities may be deemed to be beneficially owned indirectly by Reporting Person by reason of the direct ownership of such securities by MMF.

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