10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXC HANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016

OR

[  ] TRANSITION REPORT PURSUANT TO 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)	(I.R.S. Employer Identification No.)
86 Broad St., 18th Floor, New York, NY	10004
(Address of principal executive offices)	(Zip Code)

Telephone: (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)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. [X ]Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ X]Yes [ ] No

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. 

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ] (Do not check if a smaller reporting company)	Smaller reporting company	[X]

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

As of May 2, 2016, there were 99,750,097 shares of the Issuer’s common stock, par value $0.000006 outstanding.

ARIEL CLEAN ENERGY, INC.

TABLE OF CONTENTS

		Page
PART I-FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS	3
	Balance Sheets	3
	Statements of Operations	4
	Statements of Cash Flows	5
	Notes to Unaudited Financial Statements	6
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS	8
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 4	CONTROLS AND PROCEDURES	11
PART II-OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	11
ITEM 1A	RISK FACTORS	11
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	12
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	12
ITEM 4	MINE SAFETY DISCLOSURES	12
ITEM 5	OTHER INFORMATION	12
ITEM 6	EXHIBITS	12
SIGNATURES		13

2

ITEM 1 FINANCIAL STATEMENTS

ARIEL CLEAN ENERGY, INC.

Balance Sheets

(Unaudited)

	March 31,			December 31
	2016			2015
ASSETS
Current Assets
Prepaid expenses	$	10,000		$	2,500
Total Current Assets		10,000			2,500
TOTAL ASSETS	$	10,000		$	2,500
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	6,671		$	3,510
Accrued expenses		400			-
Accrued interest - related party		6,213			4,191
Note payable - related party		79,495			61,585
Total Current Liabilities		92,779			69,286
TOTAL LIABILITIES		92,779			69,286
Stockholders' 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; 99,750,097 shares issued and outstanding		599			599
Common stock Class B: 200,000,000 authorized; $0.000006 par value; no shares issued and outstanding		-			-
Additional paid-in capital		41,209			41,209
Accumulated deficit		(124,587	)		(108,594	)
Total Stockholders' Deficit		(82,779	)		(66,786	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	10,000		$	2,500

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

3

ARIEL CLEAN ENERGY, INC.

Statements of Operations

(Unaudited)

	For the three months ended
	March 31,
	2016			2015
Revenues	$	-		$	-
Operating Expenses
General and administrative		4,535			3,342
Professional fees		9,436			6,618
Depreciation and amortization		-			250
Loss on abandonment of assets		-			414
Total operating expenses		13,971			10,624
Loss from operations		(13,971	)		(10,624	)
Other expense
Interest expense		(2,022	)		(113	)
Total other expense		(2,022	)		(113	)
Loss before taxes		(15,993	)		(10,737	)
Income tax benefit		-			-
Net loss	$	(15,993	)	$	(10,737	)
Basic and dilutive net loss per common share	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		99,750,097			99,750,097

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

4

ARIEL CLEAN ENERGY, INC.

Statements of Cash Flows

(Unaudited)

	For the three months ended
	March 31,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(15,993	)	$	(10,737	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		-			250
Loss on abandonment of assets		-			414
Changes in operating assets and liabilities:
Prepaid expenses		(7,500	)		795
Accounts payable		3,161			11,920
Accrued expenses		400			(4,194	)
Accrued interest - related party		2,022			113
Net Cash Used in Operating Activities		(17,910	)		(1,439	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Note payable - related party		17,910			1,439
Net Cash Provided By Financing Activities		17,910			1,439
Net increase (decrease) in cash and cash equivalents		-			-
Cash and cash equivalents, beginning of period		-			-
Cash and cash equivalents, end of period	$	-		$	-
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

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

5

ARIEL CLEAN ENERGY, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2016

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Ariel Clean Energy Inc. (“Ariel” or “the Company”) began its existence as the Pacific Development Corporation (“Pacific”), which was incorporated under the laws of the State of Colorado on September 21, 1992. On March 23, 2000, Pacific and Cheshire Holdings, Inc. were merged into a single corporation existing under the laws of the State of Delaware, with Cheshire Holdings, Inc. being the surviving corporation. The name of the surviving corporation was changed to Cheshire Distributors, Inc. On July 17, 2003, Cheshire Distributors, Inc. changed its name to LMIC, Inc. and on October 31, 2012 changed its name to Z Holdings, Inc.  Ariel Clean Energy, Inc. adopted fresh start accounting on May 6, 2005 with an objective to acquire or merge with an operating business.

Big Time Acquisition (BTA) was originally organized to acquire a target company or business seeking the perceived advantages of being a publicly held corporation. On October 29, 2012, by written consent in lieu of a meeting, the respective Boards of Directors and requisite majority shareholders of Ariel and Big Time Acquisition, Inc. approved the merger of Big Time Acquisition, Inc. into Ariel with Ariel as the surviving corporation.

Immediately before the effective time of merger, any and all outstanding shares of Big Time Acquisition, Inc. held by Ariel were canceled, and at the closing of the Merger Agreement, Ariel issued a total of 90,000 restricted Class A common shares to the former shareholders of Big Time Acquisition, Inc. for their then outstanding shares of Big Time common stock. In the share exchange, Ariel received 90,000 shares of Big Time common stock representing 100% of the issued and outstanding shares of Big Time, which were deemed to be canceled. As a result of the Merger Agreement, Ariel is now the surviving company of the merger pursuant to Delaware General Corporate Law (DGCL), and deemed to be Successor Registrant. The issuance of such shares was exempt from registration pursuant to Section 4(2) of the Securities Act, and Regulation D promulgated thereunder.

On July 15, 2015, the Company's Board of Directors approved to amend the Articles of Incorporation to change the Company's name from Z Holdings, Inc. to Ariel Clean Energy Inc.

Ariel Clean Energy, Inc. has a December 31 year end.

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, 2015, as filed with the SEC on March 22, 2016.

Going Concern and Liquidity Considerations

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established a source of revenue. As a result, the Company has continued net losses, negative operating cash flows, an accumulated deficit, and a capital deficiency. The ability of the Company to continue as a going concern for the next twelve months is dependent on the Company being able to fund current operations until it achieves a successful merger or acquisition. If the Company is unable to obtain sufficient funding, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

6

It is management's plan to fund current operations, which consists primarily of maintaining registration status, with loans and capital contributions from management, directors, and shareholders.  Some of these loans will be from related parties.  With no principal operations or revenues traditional financing and equity sales are not readily available as viable options and therefore not part of management's plan.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. Management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 - RELATED PARTY TRANSACTIONS 

Note Payable

During the three month period ended March 31, 2016, a corporation controlled by the company's officers paid operating expenses totaling $17,910.  Unpaid balances are due on demand and accrue an annual interest rate of 12%.

	March 31, 2016		December 31, 2015
Note payable	$	79,495	$	61,585
Accrued interest	$	6,213	$	4,191

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

Other

The Company utilizes home office space at the residence of our President to conduct activities at no charge.

7

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 March 22, 2016.  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.

Overview

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.

We may seek a business opportunity with entities which have recently commenced operations, or entities who wish to utilize the public marketplace in order 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 likely that our present management will no longer retain a majority control of our company. In addition, it is likely that as part of the terms of the acquisition transaction, one or more new officers and directors would join the Company.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. We believe that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. 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.

We have not yet entered into any definitive agreements for potential new business opportunities. There can be no assurance that we will be able to identify an appropriate business opportunity or acquire the financing necessary to enable us to pursue a transaction if an appropriate opportunity is identified.

Currently, we do not have a source of revenue. We are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through loans from a company controlled by our management, but we are uncertain about our continued ability to raise additional funds privately. We believe that our company may have difficulties raising capital until we locate a prospective business opportunity through which we can pursue our plan of operation. Further, we expect that any new acquisition or business opportunities that may become available to our Company will require additional financing. There can be no assurance 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. 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.

8

RESULTS OF OPERATIONS

During the three months ended March 31, 2016, we incurred general and administrative and professional fees of $13,971, compared to general and administrative and professional fees of $9,960 during the three months ended March 31, 2015.

Liquidity and Financial Condition

Working Capital

The following table provides selected financial data about our company as of March 31, 2016 and December 31, 2015 :

	March 31, 2016			December 31,  2015			Working Capital
Balance Sheet Date							Increase (Decrease)
Total Current Assets	$	10,000		$	2,500		$	7,500
Total Current Liabilities		(92,779	)		(69,286	)		(23,493	)
Working Capital Deficiency	$	(82,779	)	$	(66,786	)	$	(15,993	)

Our working capital decreased $15,993 as of March 31, 2016, from December 31, 2015.  This was driven by an increase in current liabilities resulting from an increase in professional fees and continuous increase in note payable to a related company for paying operating expenses on behalf of the company.

Cash Flows

	Three Months Ended			Three Months Ended
	March 31, 2016			March 31, 2015
Cash Flows Used in Operating Activities	$	(17,910	)	$	(1,439	)
Cash Flows Provided by Financing Activities	$	17,910		$	1,439
Net Increase (Decrease) in Cash During Period	$	-		$	-

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the quarter ended March 31, 2016, net cash flows used in operating activities was $17,910 consisting of a net loss of $15,993 which was increased from cash used from an increase in current operating assets of $7,500 and an increase in trade payables of $3,161, accrued interest of $2,022 and accrued expenses of $400. For the quarter ended March 31, 2015, net cash flows used in operating activities was $1,439 consisting of a net loss of $10,737 which was decreased from cash used from a decrease in current operating assets of $795, and was reduced by amortization of $250, loss on asset abandonment of $414, and increased trade payables, accrued expenses and accrued interest totaling $7,839. 

Cash Flows from Investing Activities

During the quarter ended March 31, 2016 and 2015, we have not used any cash for investing activities.

Cash Flows from Financing Activities

In the past we financed our operations solely from contributions to capital. During third quarter of 2014, we began financing our current operations with related party accounts and notes payable.  For the quarter ended March 31, 2016 and 2015, we received cash proceeds of $17,910 and $1,439 from the related party for the continuous increase in company's officers paying operating expenses on behalf of the company.

9

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, 2016 and 2015.

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, 2016, 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.

Going Concern

Our auditors have issued a going concern opinion on our audited financial statements for the year ended December 31, 2015. 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 obtaining 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.

10

Critical Accounting Policy and Estimates

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.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to a smaller reporting company.

ITEM 4  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

As of March 31, 2016, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

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 two individuals 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, 2016.

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, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II

ITEM 1 LEGAL PROCEEDINGS.

Presently, there are no material pending legal proceedings to which the Registrant 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.

Not applicable to a smaller reporting company.

11

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We did not sell any equity securities during the quarter ended March 31, 2016

ITEM 3 DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4 MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5 OTHER INFORMATION.

None.

ITEM 6 EXHIBITS.

Exhibit Number	Description of Exhibit
31.1*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
32.1**	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.

101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

____________________

*	Filed herewith.
**	Furnished herewith and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

12

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Ariel Clean Energy, Inc.

(Registrant)

By: /s/ Robert Morrison                                                 

Robert Morrison

President and Chief Financial Officer

(Principal Executive and Financial Officer)

Dated: May 2, 2016

13

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Morrison, 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.            I am 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;

5.            I have disclosed, based on my 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:  May 2, 2016

/s/ Robert Morrison

Robert MorrisonPresident, Chief Financial Officer, Secretary, 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, Robert Morrison, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Ariel Clean Energy, Inc. on Form 10-Q for the period ended March 31, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Ariel Clean Energy, Inc. at the dates and for the periods indicated.

Date: May 2, 2016

/s/ Robert Morrison

Robert MorrisonPresident and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 02, 2016
Document And Entity Information [Abstract]
Entity Registrant Name	Ariel Clean Energy, Inc.
Entity Central Index Key	0001499684
Trading Symbol	acez
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		99,750,097
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Amendment Flag	false
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1

XML

Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current Assets
Prepaid expenses	$ 10,000	$ 2,500
Total Current Assets	10,000	2,500
TOTAL ASSETS	10,000	2,500
Current Liabilities
Accounts payable	6,671	3,510
Accrued expenses	400
Accrued interest - related party	6,213	4,191
Note payable - related party	79,495	61,585
Total Current Liabilities	92,779	69,286
TOTAL LIABILITIES	$ 92,779	$ 69,286
Stockholders' Deficit
Preferred stock: 50,000,000 authorized; $0.000006 par value; no shares issued and outstanding
Additional paid-in capital	$ 41,209	$ 41,209
Accumulated deficit	(124,587)	(108,594)
Total Stockholders' Deficit	(82,779)	(66,786)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	10,000	2,500
Common stock Class A
Stockholders' Deficit
Common stock value	$ 599	$ 599
Common stock Class B
Stockholders' Deficit
Common stock value

XML

Balance Sheets (Unaudited)(Parentheticals) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, par value (in dollars per share)	$ 0.000006	$ 0.000006
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock Class A
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, par value (in dollars per share)	$ 0.000006	$ 0.000006
Common stock, shares issued	99,750,097	99,750,097
Common stock, shares outstanding	99,750,097	99,750,097
Common stock Class B
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value (in dollars per share)	$ 0.000006	$ 0.000006
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0

XML

Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Statement [Abstract]
Revenues
Operating Expenses
General and administrative	$ 4,535	$ 3,342
Professional fees	9,436	6,618
Depreciation and amortization		250
Loss on abandonment of assets		414
Total operating expenses	13,971	10,624
Loss from operations	(13,971)	(10,624)
Other expense
Interest expense	(2,022)	(113)
Total other expense	(2,022)	(113)
Loss before taxes	$ (15,993)	$ (10,737)
Income tax benefit
Net loss	$ (15,993)	$ (10,737)
Basic and dilutive net loss per common share (in dollars per share)	$ (0.00)	$ (0.00)
Weighted average number of common shares outstanding - basic and diluted (in shares)	99,750,097	99,750,097

XML

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (15,993)	$ (10,737)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		250
Loss on abandonment of assets		414
Changes in operating assets and liabilities:
Prepaid expenses	(7,500)	795
Accounts payable	3,161	11,920
Accrued expenses	400	(4,194)
Accrued interest - related party	2,022	113
Net Cash Used in Operating Activities	(17,910)	(1,439)
CASH FLOWS FROM FINANCING ACTIVITIES:
Note payable - related party	17,910	1,439
Net Cash Provided By Financing Activities	$ 17,910	$ 1,439
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental cash flow information
Cash paid for interest
Cash paid for taxes

XML

ORGANIZATION AND DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2016

Organization And Description Of Business [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Ariel Clean Energy Inc. (“Ariel” or “the Company”) began its existence as the Pacific Development Corporation (“Pacific”), which was incorporated under the laws of the State of Colorado on September 21, 1992. On March 23, 2000, Pacific and Cheshire Holdings, Inc. were merged into a single corporation existing under the laws of the State of Delaware, with Cheshire Holdings, Inc. being the surviving corporation. The name of the surviving corporation was changed to Cheshire Distributors, Inc. On July 17, 2003, Cheshire Distributors, Inc. changed its name to LMIC, Inc. and on October 31, 2012 changed its name to Z Holdings, Inc.  Ariel Clean Energy, Inc. adopted fresh start accounting on May 6, 2005 with an objective to acquire or merge with an operating business.

Big Time Acquisition (BTA) was originally organized to acquire a target company or business seeking the perceived advantages of being a publicly held corporation. On October 29, 2012, by written consent in lieu of a meeting, the respective Boards of Directors and requisite majority shareholders of Ariel and Big Time Acquisition, Inc. approved the merger of Big Time Acquisition, Inc. into Ariel with Ariel as the surviving corporation.

Immediately before the effective time of merger, any and all outstanding shares of Big Time Acquisition, Inc. held by Ariel were canceled, and at the closing of the Merger Agreement, Ariel issued a total of 90,000 restricted Class A common shares to the former shareholders of Big Time Acquisition, Inc. for their then outstanding shares of Big Time common stock. In the share exchange, Ariel received 90,000 shares of Big Time common stock representing 100% of the issued and outstanding shares of Big Time, which were deemed to be canceled. As a result of the Merger Agreement, Ariel is now the surviving company of the merger pursuant to Delaware General Corporate Law (DGCL), and deemed to be Successor Registrant. The issuance of such shares was exempt from registration pursuant to Section 4(2) of the Securities Act, and Regulation D promulgated thereunder.

On July 15, 2015, the Company's Board of Directors approved to amend the Articles of Incorporation to change the Company's name from Z Holdings, Inc. to Ariel Clean Energy Inc.

Ariel Clean Energy, Inc. has a December 31 year end.

XML

SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

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, 2015, as filed with the SEC on March 22, 2016.

Going Concern and Liquidity Considerations

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established a source of revenue. As a result, the Company has continued net losses, negative operating cash flows, an accumulated deficit, and a capital deficiency. The ability of the Company to continue as a going concern for the next twelve months is dependent on the Company being able to fund current operations until it achieves a successful merger or acquisition. If the Company is unable to obtain sufficient funding, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

It is management's plan to fund current operations, which consists primarily of maintaining registration status, with loans and capital contributions from management, directors, and shareholders.  Some of these loans will be from related parties.  With no principal operations or revenues traditional financing and equity sales are not readily available as viable options and therefore not part of management's plan.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. Management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

XML

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2016

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 3 - RELATED PARTY TRANSACTIONS 

Note Payable

During the three month period ended March 31, 2016, a corporation controlled by the company's officers paid operating expenses totaling $17,910.  Unpaid balances are due on demand and accrue an annual interest rate of 12%.

	March 31, 2016		December 31, 2015
Note payable	$	79,495	$	61,585
Accrued interest	$	6,213	$	4,191

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

Other

The Company utilizes home office space at the residence of our President to conduct activities at no charge.

XML

SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Basis of presentation

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, 2015, as filed with the SEC on March 22, 2016.

Going Concern and Liquidity Considerations

Going Concern and Liquidity Considerations

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established a source of revenue. As a result, the Company has continued net losses, negative operating cash flows, an accumulated deficit, and a capital deficiency. The ability of the Company to continue as a going concern for the next twelve months is dependent on the Company being able to fund current operations until it achieves a successful merger or acquisition. If the Company is unable to obtain sufficient funding, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

It is management's plan to fund current operations, which consists primarily of maintaining registration status, with loans and capital contributions from management, directors, and shareholders.  Some of these loans will be from related parties.  With no principal operations or revenues traditional financing and equity sales are not readily available as viable options and therefore not part of management's plan.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. Management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

XML

RELATED-PARTY TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2016

Related Party Transactions [Abstract]

Schedule of related party transactions

	March 31, 2016		December 31, 2015
Note payable	$	79,495	$	61,585
Accrued interest	$	6,213	$	4,191

XML

ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - Merger Agreement - Big Time Acquisition, Inc. - Common stock Class A	3 Months Ended
	Mar. 31, 2016 shares
Nature Of Organization [Line Items]
Number of common stock received under share exchange	90,000
Percentage of issued and outstanding stock acquired	100.00%
Restricted Stock
Nature Of Organization [Line Items]
Common stock shares issued under acquisition	90,000

XML

RELATED PARTY TRANSACTIONS (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Related Party Transactions [Abstract]
Note payable	$ 79,495	$ 61,585
Accrued interest	$ 6,213	$ 4,191

XML

RELATED PARTY TRANSACTIONS (Details) (Detail Textuals) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Related Party Transactions [Abstract]
Note payable - related party	$ 17,910	$ 1,439
Annual interest rate accrued on promissory notes	12.00%