10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

or

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 000-54159

ARIEL CLEAN ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	84-1209978
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

86 Broad St., 18th Floor, New York, NY	10004
(Address of principal executive offices)	(Zip Code)

(347) 690-5187

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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. o Yes     x No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes     o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) x Yes      o No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

113,296,421 common shares issued and outstanding as of May 29, 2020.

FORM 10-Q

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		12
Item 4.	Controls and Procedures.		12
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.		14
Item 1A.	Risk Factors.		14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		14
Item 3.	Defaults Upon Senior Securities.		14
Item 4.	Mine Safety Disclosures.		14
Item 5.	Other Information.		14
Item 6.	Exhibits.		15
SIGNATURES			16

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ARIEL CLEAN ENERGY, INC.

INDEX TO INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

	Page
Balance Sheets at March 31, 2019 and December 31, 2018		4
Statements of Operations for the three months ended March 31, 2019 and 2018		5
Statements of Shareholders’ Deficit for the three months ended March 31, 2019 and 2018		6
Statements of Cash Flows for the three months ended March 31, 2019 and 2018		7
Notes to the Financial Statements		8

3

ARIEL CLEAN ENERGY, INC.

BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
	2019			2018
ASSETS
Current assets:
Cash	$	-		$	-
Total current assets		-			-
Total assets	$	-		$	-
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	12,121		$	12,096
Accrued interest - related party		4,760			4,040
Note payable - related party		24,339			24,339
Total current liabilities		41,220			40,475
Total liabilities		41,220			40,475
Shareholders’ deficit:
Preferred stock: 50,000,000 authorized; $0.000006 par value; no shares issued and outstanding		-			-
Common stock Class A: 1,000,000,000 authorized; $0.000006 par value; 113,296,421 shares issued and outstanding		680			680
Common stock Class B: 200,000,000 authorized; $0.000006 par value; no shares issued and outstanding		-			-
Additional paid-in capital		176,438			176,438
Accumulated deficit		(218,338	)		(217,593	)
Total shareholders’ deficit		(41,220	)		(40,475	)
Total liabilities and shareholders’ deficit	$	-		$	-

The accompanying notes are an integral part of these unaudited financial statements.

4

ARIEL CLEAN ENERGY, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	March 31,
	2019			2018
Operating expenses:
General and administrative	$	-		$	2,572
Professional fees		25			7,182
Total operating expenses		25			9,754
Loss from operations		(25	)		(9,754	)
Other expense:
Interest expense		(720	)		(616	)
Total other expense		(720	)		(616	)
Net loss	$	(745	)	$	(10,370	)
Basic and dilutive net loss per common share	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		113,296,421			113,296,421

The accompanying notes are an integral part of these unaudited financial statements.

5

ARIEL CLEAN ENERGY, INC.

STATEMENTS OF SHAREHOLDERS’ DEFICIT

(Unaudited)

For the Three Months Ended March 31, 2019

	Preferred Stock				Common Stock				Additional Paid in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance - December 31, 2018		-	$	-		113,296,421	$	680	$	176,438	$	(217,593	)	$	(40,475	)
Net loss for the period		-		-		-		-		-		(745	)		(745	)
Balance - March 31, 2019		-	$	-		113,296,421	$	680	$	176,438	$	(218,338	)	$	(41,220	)

For the Three Months Ended March 31, 2018

	Preferred Stock				Common Stock				Additional Paid in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance - December 31, 2017		-	$	-		113,296,421	$	680	$	176,438	$	(196,269	)	$	(19,151	)
Net loss for the period		-		-		-		-		-		(10,370	)		(10,370	)
Balance - March 31, 2018		-	$	-		113,296,421	$	680	$	176,438	$	(206,639	)	$	(29,521	)

The accompanying notes are an integral part of these unaudited financial statements.

6

ARIEL CLEAN ENERGY, INC.

STATEMENTS OF CASH FLOWS

(Unaudited) 

	Three Months Ended
	March 31,
	2019			2018
Cash flows from operating activities:
Net loss	$	(745	)	$	(10,370	)
Changes in operating assets and liabilities:
Prepaid expenses		-			2,500
Accounts payable and accrued expenses		25			5,915
Notes payable - related party		-			1,339
Accrued interest - related party		720			616
Net cash used in operating activities		-			-
Net change in cash		-			-
Cash at beginning of period		-			-
Cash at end of period	$	-		$	-
Supplemental cash flow information
Cash paid for interest		-			-
Cash paid for taxes	$	-		$	-
Non-cash financing transactions:
Note payable - related party	$	-		$	1,339

The accompanying notes are an integral part of these unaudited financial statements.

7

ARIEL CLEAN ENERGY, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2019

NOTE 1 –DESCRIPTION OF BUSINESS, AND GOING CONCERN

Ariel Clean Energy Inc. (“Ariel” or “the Company”) is currently seeking new business opportunities with established business entities for merger with or acquisition of a target business.

Going concern

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company, including compliance costs for being a public company.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2018, as filed with the SEC on May 7, 2020.

NOTE 3 - RELATED-PARTY TRANSACTIONS

Note Payable

During the three months ended March 31, 2019 and 2018, a corporation controlled by the Company’s officers paid operating expenses totaling $0 and $1,339 on behalf of the Company, respectively. Unpaid balances are due on demand and with an annual interest rate of 12%. For the three months ended March 31, 2019 and 2018, interest expense was $720 and $616, respectively.

Note payable and accrued interest at March 31, 2019 and December 31, 2018 consist of the following:

	March 31,		December 31,
	2019		2018
Note payable	$	24,339	$	24,339
Accrued interest	$	4,760	$	4,040

The Company plans to pay the note payable and accrued interest as cash flows become available. 

8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENTS

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business - Risk Factors” section in our Annual Report on Form 10-K, as filed on May 7, 2020. You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company,” “Ariel Clean Energy,” “Ariel,” “we,” “us,” or “our” are to Ariel Clean Energy, Inc.

Our Current Business

We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. In certain instances, a target business may wish to become our subsidiary or may wish to contribute assets to us rather than merge. We have not yet begun negotiations or entered into any definitive agreements for potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.

Any new acquisition or business opportunities that we may acquire will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.

Management of our company believes that there are benefits to being a reporting company with a class of securities quoted on the OTC Markets, such as: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) potentially improved trading efficiency; (v) potential stockholder liquidity; (vi) potentially greater ease in raising capital subsequent to an acquisition; (vii) potential compensation of key employees through stock awards or options; (viii) potentially enhanced corporate image; and (ix) a presence in the United States’ capital market.

We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is anticipated that our sole officer and director will continue to manage the Company; however, it is possible that with any business combination, new management will be appointed.

9

As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce, or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.

Currently, we do not have a source of revenue. We are not able to fund our cash requirements through our current operations. We have been reliant on our majority shareholder, SeaMorri Financial Partners, LLC, to provide financial contributions and services to keep the company operating. Further, we believe that our company may have difficulties raising capital from other sources until we locate a prospective business combination candidate through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail. We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.

Results of Operations

The Company has not conducted any active operations during the quarter ended March 31, 2019. No revenue has been generated by the Company within such period. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, or purchase assets which are currently producing income, of which there can be no assurance. It is management’s assertion that these circumstances may hinder the Company’s ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to locate suitable acquisition candidates.

For the Three months ended March 31, 2019 compared to three months ended March 31, 2018.

	Three Months Ended
	March 31,
	2019		2018		Changes
Total operating expenses	$	25	$	9,754	$	(9,729	)
Other expenses		720		616		104
Net loss	$	745	$	10,370	$	(9,625	)

Our operating expenses, for the three months ended March 31, 2019 were $25 compared to $9,754 for the same period in 2018. The decrease in operating expenses was primarily as a result of reduced professional fees and general and administrative expenses.

We incurred a net loss of $745 and $10,370 for the three months ended March 31, 2019 and 2018, respectively.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of March 31, 2019 and December 31, 2018, respectively.

Working Capital

	March 31,			December 31,
	2019			2018			Changes
Total Current Assets	$	-		$	-		$	-
Total Current Liabilities		41,220			40,475			745
Working Capital (Deficiency)	$	(41,220	)	$	(40,475	)	$	(745	)

10

As at March 31, 2019 our company’s cash balance was $nil and total assets were $nil. As at December 31, 2018, our company’s cash balance was $nil and total assets were $nil.

As at March 31, 2019, our company had total current liabilities of $41,220, compared with total current liabilities of $40,475 as at December 31, 2018.

As at March 31, 2019, our company had working capital deficiency of $41,220 compared with working capital deficiency of $40,475 as at December 31, 2018, an increase of $745. This was driven by the increase in accrued interest – related party.

Cash Flows

Operating Activities

Net cash used in operating activities was $nil for the three months ended March 31, 2019 and 2018. For the three months ended March 31, 2019, we had a net loss of $745, which was reduced by a net change in operating assets and liabilities of $745. During the three months ended March 31, 2018, we had a net loss of $10,370, which was reduced by a net change in operating assets and liabilities of $10,370.

Investing Activities

We did not use any cash in investing activities for the three months ended March 31, 2019 and 2018.

Financing Activities

We did not have any cash provided from financing activities for the three months ended March 31, 2019 and 2018.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have not generated sufficient revenues from operations to fully implement our business plan. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and competition from larger organizations. We will require equity and/or debt financing to provide for the capital required to implement our plans. We will require additional funds to operate for the next year.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.

Capital Resources

We had no material commitments for capital expenditures as of March 31, 2019.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

As of March 31, 2019, we have no off-balance sheet arrangements such as guarantees, retained or contingent interest in assets transferred, obligation under a derivative instrument and obligation arising out of or a variable interest in an unconsolidated entity.

11

Going Concern

Our auditors have issued a going concern opinion on our audited financial statements for the year ended December 31, 2018. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain sufficient debt or equity financing to fund our operating expenses. This is because we have not commenced planned principal operations. We have no actual or potential revenue source. There is no assurance we will ever reach this point. Our financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

The continuation of our business is dependent upon obtaining further financing or acquiring a new business and achieving a break even or profitable level of operations in that new business. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. It is not probable we would be able to obtain traditional loans from financial institutions because we have no business operations, no assets and no revenues.

There are no assurances that we will be able to obtain additional financing through private placements, bank financing or other loans necessary to support our working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. We have been reliant on our majority shareholder to provide financial contributions and services to keep the company operating. We currently have no written or oral agreement from our majority shareholder to continue to provide financial contributions.

Critical Accounting Policies

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared, and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, management, with the participation of the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, are not functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

12

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by one individual without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of March 31, 2019.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

13

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Presently, there are not any material pending legal proceedings to which our Company is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

14

Item 6. Exhibits

Exhibit Number	Description
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
(32)	Section 1350 Certifications
32.1**	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101**	Interactive Data File
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

_____________

* Filed herewith.

** Furnished herewith

15

SIGNATURES

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

	ARIEL CLEAN ENERGY, INC.
	(Registrant)
Dated: June 1, 2020	/s/ Delbert Seabrook
	Delbert Seabrook
	President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

16

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Delbert Seabrook, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Ariel Clean Energy, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 1, 2020

/s/ Delbert Seabrook

Delbert Seabrook

President, Chief Executive Officer, Chief Financial Officer,

Treasurer and Director

(Principal Executive Officer, Principal Financial Officer and

Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Delbert Seabrook, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Ariel Clean Energy, Inc. for the period ended March 31, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Ariel Clean Energy, Inc.

Dated: June 1, 2020	/s/ Delbert Seabrook
	Delbert Seabrook
	President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Ariel Clean Energy, Inc. and will be retained by Ariel Clean Energy, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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RELATED-PARTY TRANSACTIONS (Tables)	3 Months Ended
	Mar. 31, 2019
RELATED-PARTY TRANSACTIONS
Schedule of Note Payable and Accrued Interest	March 31,  December 31,   2019  2018 Note payable $24,339  $24,339 Accrued interest $4,760  $4,040

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BALANCE SHEETS - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current liabilities:
Accounts payable and accrued liabilities	$ 12,121	$ 12,096
Accrued interest - related party	4,760	4,040
Note payable - related party	24,339	24,339
Total current liabilities	41,220	40,475
Total liabilities	41,220	40,475
Shareholders' deficit:
Additional paid-in capital	176,438	176,438
Accumulated deficit	(218,338)	(217,593)
Total shareholders' deficit	(41,220)	(40,475)
Common Stock Class A [Member]
Shareholders' deficit:
Common stock value	$ 680	$ 680

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STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net loss	$ (745)	$ (10,370)
Changes in operating assets and liabilities:
Prepaid expenses		2,500
Accounts payable and accrued expenses	25	5,915
Notes payable - related party		1,339
Accrued interest - related party	$ 720	616
Non-cash financing transactions:
Note payable - related party		$ 1,339

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BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Shareholders' deficit
Preferred stock, shares par value	$ 0.000006	$ 0.000006
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Stock Class A [Member]
Shareholders' deficit
Common stock, shares par value	$ 0.000006	$ 0.000006
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	113,296,421	113,296,421
Common stock, shares outstanding	113,296,421	113,296,421
Common Stock Class B [Member]
Shareholders' deficit
Common stock, shares par value	$ 0.000006	$ 0.000006
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0

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DESCRIPTION OF BUSINESS, AND GOING CONCERN	3 Months Ended
	Mar. 31, 2019
DESCRIPTION OF BUSINESS, AND GOING CONCERN
NOTE 1 - DESCRIPTION OF BUSINESS, AND GOING CONCERN	Ariel Clean Energy Inc. (“Ariel” or “the Company”) is currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. Going concern The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company, including compliance costs for being a public company.

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SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2019
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2018, as filed with the SEC on May 7, 2020.

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 29, 2020
Document And Entity Information
Entity Registrant Name	ARIEL CLEAN ENERGY, INC.
Entity Central Index Key	0001499684
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	true
Entity Current Reporting Status	No
Document Period End Date	Mar. 31, 2019
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		113,296,421
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-54159
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	84-1209978
Entity Address Address Line 1	86 Broad St., 18th Floor,
Entity Address City Or Town	New York
Entity Address State Or Province	NY
Entity Address Postal Zip Code	10004
City Area Code	347
Local Phone Number	690-5187
Entity Interactive Data Current	Yes

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STATEMENTS OF SHAREHOLDERS DEFICIT (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2017		113,296,421
Balance, amount at Dec. 31, 2017	$ (19,151)	$ 680	$ 176,438	$ (196,269)
Net loss for the period	(10,370)			(10,370)
Balance, shares at Mar. 31, 2018		113,296,421
Balance, amount at Mar. 31, 2018	(29,521)	$ 680	176,438	(206,639)
Balance, shares at Dec. 31, 2018		113,296,421
Balance, amount at Dec. 31, 2018	(40,475)	$ 680	176,438	(217,593)
Net loss for the period	(745)			(745)
Balance, shares at Mar. 31, 2019		113,296,421
Balance, amount at Mar. 31, 2019	$ (41,220)	$ 680	$ 176,438	$ (218,338)

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RELATED-PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2019
RELATED-PARTY TRANSACTIONS
NOTE 3 - RELATED-PARTY TRANSACTIONS	Note Payable During the three months ended March 31, 2019 and 2018, a corporation controlled by the Company’s officers paid operating expenses totaling $0 and $1,339 on behalf of the Company, respectively. Unpaid balances are due on demand and with an annual interest rate of 12%. For the three months ended March 31, 2019 and 2018, interest expense was $720 and $616, respectively. Note payable and accrued interest at March 31, 2019 and December 31, 2018 consist of the following:   March 31,  December 31,   2019  2018 Note payable $24,339  $24,339 Accrued interest $4,760  $4,040

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RELATED-PARTY TRANSACTIONS (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
RELATED-PARTY TRANSACTIONS
Notes payable	$ 24,339	$ 24,339
Accrued interest	$ 4,760	$ 4,040

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RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Officers paid operating expenses		$ 1,339
Interest expense	$ 720	616
Related Party Transaction [Member]
Officers paid operating expenses	0	1,339
Interest expense	$ 720	$ 616
Annual interest rate accrued on promissory notes	1200.00%

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SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2019
SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2018, as filed with the SEC on May 7, 2020.

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STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating expenses:
General and administrative		$ 2,572
Professional fees	$ 25	7,182
Total operating expenses	25	9,754
Loss from operations	(25)	(9,754)
Other expense:
Interest expense	(720)	(616)
Total other expense	(720)	(616)
Net loss	$ (745)	$ (10,370)
Basic and dilutive net loss per common share	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding - basic and diluted	113,296,421	113,296,421