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
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| 3 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
| 9 |
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| 12 |
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| 12 | ||||
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| 14 |
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| 14 |
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Unregistered Sales of Equity Securities and Use of Proceeds. |
| 14 |
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| 14 |
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| 14 |
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| 14 |
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| 15 | ||||
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| 16 | ||||
| 2 |
| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ARIEL CLEAN ENERGY, INC. INDEX TO INTERIM FINANCIAL STATEMENTS (UNAUDITED) |
| 3 |
| Table of Contents |
ARIEL CLEAN ENERGY, INC.
BALANCE SHEETS
(Unaudited)
|
| March 31, |
|
| December 31, |
| ||
|
| 2019 |
|
| 2018 |
| ||
ASSETS | ||||||||
Current assets: |
|
|
|
|
|
| ||
Cash |
| $ | - |
|
| $ | - |
|
Total current assets |
|
| - |
|
|
| - |
|
Total assets |
| $ | - |
|
| $ | - |
|
|
|
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|
|
|
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 |
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|
|
|
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Shareholders’ deficit: |
|
|
|
|
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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 |
| Table of Contents |
ARIEL CLEAN ENERGY, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
|
| Three Months Ended |
| |||||
|
| March 31, |
| |||||
|
| 2019 |
|
| 2018 |
| ||
Operating expenses: |
|
|
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General and administrative |
| $ | - |
|
| $ | 2,572 |
|
Professional fees |
|
| 25 |
|
|
| 7,182 |
|
Total operating expenses |
|
| 25 |
|
|
| 9,754 |
|
|
|
|
|
|
|
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Loss from operations |
|
| (25 | ) |
|
| (9,754 | ) |
|
|
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|
|
|
|
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Other expense: |
|
|
|
|
|
|
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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 |
| Table of Contents |
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 |
| Table of Contents |
ARIEL CLEAN ENERGY, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
|
| Three Months Ended |
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|
| March 31, |
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|
| 2019 |
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| 2018 |
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Cash flows from operating activities: |
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Net loss |
| $ | (745 | ) |
| $ | (10,370 | ) |
Changes in operating assets and liabilities: |
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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 |
|
| - |
|
|
| - |
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Net change in cash |
|
| - |
|
|
| - |
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Cash at beginning of period |
|
| - |
|
|
| - |
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Cash at end of period |
| $ | - |
|
| $ | - |
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Supplemental cash flow information |
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Cash paid for interest |
|
| - |
|
|
| - |
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Cash paid for taxes |
| $ | - |
|
| $ | - |
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Non-cash financing transactions: |
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|
|
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Note payable - related party |
| $ | - |
|
| $ | 1,339 |
|
The accompanying notes are an integral part of these unaudited financial statements.
| 7 |
| Table of Contents |
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 |
| Table of Contents |
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 |
| Table of Contents |
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 |
| Table of Contents |
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 |
| Table of Contents |
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 |
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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.
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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.
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Item 6. Exhibits
Exhibit Number |
| Description |
(31) |
| Rule 13a-14 (d)/15d-14d) Certifications |
| Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer | |
(32) |
| Section 1350 Certifications |
| 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
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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) |
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