	Year Ended
	December 31,			December 31,
	2019			2018
Net loss for the year	$	(3,385	)	$	(21,324	)
Effective Tax rate		21	%		21	%
Tax Recovery		(711	)		(4,478	)
Increase in Valuation Allowance		711			4,478
Net tax recovery	$	-		$	-

0001499684false--12-31FY2020false500000000.00000600000.0000060056649895664989000.00000600014996842020-01-012020-12-310001499684qian:RelatedPartyTransactionMember2020-12-310001499684qian:MrYangMember2020-12-310001499684qian:RelatedPartyTransactionMember2019-01-012019-12-310001499684qian:RelatedPartyTransactionMember2020-01-012020-12-310001499684qian:CommonStockClassBMember2020-01-012020-12-310001499684qian:CommonStockClassAMember2020-01-012020-12-310001499684qian:MrYangMember2020-01-012020-12-310001499684qian:MrYangMember2020-09-300001499684qian:MrYangMember2020-09-012020-09-300001499684us-gaap:RetainedEarningsMember2020-12-310001499684us-gaap:AdditionalPaidInCapitalMember2020-12-310001499684us-gaap:CommonStockMember2020-12-310001499684us-gaap:PreferredStockMember2020-12-310001499684us-gaap:RetainedEarningsMember2020-01-012020-12-310001499684us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001499684us-gaap:CommonStockMember2020-01-012020-12-310001499684us-gaap:PreferredStockMember2020-01-012020-12-310001499684us-gaap:RetainedEarningsMember2019-12-310001499684us-gaap:AdditionalPaidInCapitalMember2019-12-310001499684us-gaap:CommonStockMember2019-12-310001499684us-gaap:PreferredStockMember2019-12-310001499684us-gaap:RetainedEarningsMember2019-01-012019-12-310001499684us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310001499684us-gaap:CommonStockMember2019-01-012019-12-310001499684us-gaap:PreferredStockMember2019-01-012019-12-3100014996842018-12-310001499684us-gaap:RetainedEarningsMember2018-12-310001499684us-gaap:AdditionalPaidInCapitalMember2018-12-310001499684us-gaap:CommonStockMember2018-12-310001499684us-gaap:PreferredStockMember2018-12-3100014996842019-01-012019-12-310001499684qian:CommonStockClassBMember2020-12-310001499684qian:CommonStockClassAMember2020-12-310001499684qian:CommonStockClassBMember2019-12-310001499684qian:CommonStockClassAMember2019-12-310001499684qian:CommonStockBMember2019-12-310001499684qian:CommonStockBMember2020-12-310001499684qian:CommonStockAMember2019-12-310001499684qian:CommonStockAMember2020-12-3100014996842019-12-3100014996842020-12-3100014996842021-08-27iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pure

	Year Ended
	December 31,2019			December 31,2018
Net operating loss carryforward	$	46,405		$	45,694
Less: Valuation Allowance		(46,405	)		(45,694	)
Net deferred asset	$	-		$	-

	December 31,		December 31,
	2019		2018
Note payable	$	24,339	$	24,339
Accrued interest	$	6,960	$	4,040

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ] to [ ]

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~ARIEL~~For ~~CLEAN~~the ~~ENERGY,~~fiscal ~~INC.~~year ~~(Exact~~ended: December ~~name~~31, ~~of registrant as specified in its charter)~~2020

Delaware		000-54159		84-1209978
(State or Jurisdiction ofIncorporation or Organization)		(CommissionFile Number)		(I.R.S. EmployerIdentification No.)

86 Broad St., 19th Floor, New York, NY		10004
(Address of principal executive offices)		(Zip Code)

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

~~Provide~~For athe ~~copy~~transition ofperiod ~~communications~~from ________ to: ________

~~Parsons/Burnett/Bjordahl/Hume,~~Commission ~~LLP~~File No. 000-54159

~~2155~~QIANSUI ~~112th~~INTERNATIONAL ~~Ave~~GROUP CO., ~~NE,~~LTD. (Exact name of registrant as specified in its charter)

Bellevue, WA 98004

Delaware		84-1209978
(State or other jurisdiction of		(I.R.S. employer
incorporation or formation)		Identification No.)

~~Registrant’s~~7th ~~telephone number~~Floor, ~~including~~Naiten ~~area~~Building, ~~code: (347)~~No. ~~690-5187~~1

~~Not~~Six ~~applicable~~Li Oiao, Fentai District

~~(Former name~~Beijing, China ~~former address and former fiscal year, if changed since last report)~~100161

~~Securities~~ (Address ~~registered~~of ~~pursuant~~principal toexecutive ~~Section~~offices) 12(b)Zip ~~of the Act: None~~Code)

~~Securities~~Registrant’s ~~registered~~telephone ~~pursuant~~number, toincluding ~~Section~~area ~~12(g) of the Act~~code: ~~Common~~+86 ~~Stock, $0.000006 par value~~1370-139-9692

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark~~to ifSection ~~the~~12(b) ~~registrant~~of ~~is a well-known seasoned issuer, as defined in Rule 405~~ the ~~Securities~~ Act~~. Yes ¨ No x~~:

~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes x No ¨~~None

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark whether the registrant (1) has filed all reports required~~ to ~~be filed by~~ Section ~~13 or 15~~12(dg) 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. Yes ¨ No x:

~~Indicate~~Common byStock, ~~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~~$0.~~405~~000006 ofpar ~~this~~value ~~chapter)~~per ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes x No ¨~~share

~~Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K~~ (~~§229.405~~Title of ~~this chapter~~class) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark ~~whether~~if the registrant is a ~~large accelerated filer, an accelerated filer, a non~~well-~~accelerated~~known ~~filer,~~seasoned ~~a smaller reporting company~~issuer, oras andefined ~~emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”~~ in Rule ~~12b-2~~405 of the ~~Exchange~~Securities Act. Yes ☐ No ☒

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~if ~~filer~~the ¨registrant ~~Non-accelerated~~is ~~filer~~not ☒required ~~Smaller~~to ~~reporting~~file ~~company~~reports ☒pursuant ~~Emerging~~to ~~Growth~~Section ~~Company~~13 or Section 15(d) of the Act. Yes ☐ No ☒

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether the registrant (1) has ~~elected~~filed ~~not~~all reports required to ~~use~~be ~~the~~filed ~~extended~~by ~~transition~~Section ~~period~~13 ~~for~~or ~~complying~~15(d) ~~with~~of ~~any~~the ~~new~~Exchange Act during the preceding 12 months (or ~~revised~~for ~~financial~~such ~~accounting~~shorter ~~standards~~period ~~provided~~that ~~pursuant~~the registrant was required to ~~Section~~file 13such reports), and (a2) ofhas been subject to such filing requirements for the ~~Exchange~~past ~~Act~~90 days. Yes ¨☐ No ☒

Indicate by check mark whether the registrant ishas asubmitted ~~shell~~electronically ~~company~~every ~~(as~~Interactive ~~defined~~Data inFile required to be submitted pursuant to Rule ~~12b~~405 of Regulation S-2T (§ 232.405 of this chapter) during the ~~Act~~preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ ☐ No ☐ ☒

AtIndicate ~~June~~by ~~30,~~check ~~2019,~~mark whether the ~~aggregate~~registrant ~~market~~is ~~value~~a oflarge ~~the~~accelerated ~~registrant’s~~filer, ~~common~~an ~~stock~~accelerated ~~held~~filer, bya non-~~affiliates~~accelerated offiler, ~~the~~a ~~registrant~~smaller ~~was~~reporting ~~$197,654~~company ~~based~~or onan ~~the~~emerging ~~closing~~growth ~~sale~~company. ~~price~~See the definitions of ~~the~~“large ~~registrant’s~~accelerated ~~common~~filer,” ~~stock~~“accelerated onfiler,” ~~June~~“non-accelerated 30filer,” ~~2019~~“smaller reporting company” and “emerging growth company” in Rule 12b-2 of ~~$0.01~~the ~~per~~Exchange ~~share~~Act. (Check one):

AsLarge ofaccelerated ~~July~~filer 2,☐ ~~2020,~~Accelerated ~~113,296,421~~filer ~~shares~~☐ ofNon-accelerated ~~the~~filer ~~registrant’s~~☒ ~~common~~Smaller ~~stock,~~reporting ~~par~~company ~~value~~☒ ~~$0.000006,~~Emerging ~~were~~growth ~~outstanding.~~company ☒

~~DOCUMENTS~~If ~~INCORPORATED~~an BYemerging ~~REFERENCE:~~growth ~~None~~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. ☒

~~Ariel~~Indicate ~~Clean~~by ~~Energy,~~check ~~Inc~~mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

~~Form~~Indicate 10by check mark whether the registrant is a shell company (as defined in Rule 12b-K2 of the Exchange Act). Yes ☒ No ☐

~~December~~As 31of the last business day of the Issuer’s most recently completed second fiscal quarter, ~~2019~~June 30, 2020, the aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $74,140.

~~Table~~As of September ~~Content~~21, 2021, there were 5,664,989 shares of Class A common stock, $0.000006 par value per share, outstanding.

		Page
Cautionary Note Regarding Forward-Looking Statements
PART I
Item 1.	Business.	4
Item 1A.	Risk Factors.	6
Item 1B.	Unresolved Staff Comments.	6
Item 2.	Properties.	6
Item 3.	Legal Proceedings.	6
Item 4.	Mine Safety Disclosures.	6
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	7
Item 6.	Selected Financial Data.	7
Item 7.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations.	7
Item 7A.	Qualitative and Quantitative Disclosures About Market Risk.	10
Item 8.	Financial Statements and Supplementary Data.	10
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	10
Item 9A.	Controls and Procedures.	10
Item 9B.	Other Information.	11
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance.	12
Item 11.	Executive Compensation.	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	15
Item 13.	Certain Relationships and Related Transactions, Director Independence.	16
Item 14.	Principal Accounting Fees and Services.	17
PART IV
Item 15.	Exhibits.	18
Signatures		19

DOCUMENTS INCORPORATED BY REFERENCE:

2None

~~FORWARD-LOOKING~~Table ~~STATEMENTS~~of Contents

This report contains forward-looking statements. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are discussed in greater detail under Item 1A - “Risk Factors” of this report.

			PAGE
PART I
	Item 1.	Business		3
	Item 1A.	Risk Factors		8
	Item 1B.	Unresolved Staff Comments		13
	Item 2.	Properties		13
	Item 3.	Legal Proceedings		13
	Item 4.	Mine Safety Disclosures		13

PART II
	Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		14
	Item 6	Selected Financial Data		14
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		18
	Item 8.	Financial Statements		19
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		20
	Item 9A.	Controls and Procedures		20
	Item 9B.	Other Information		21

PART III
	Item 10.	Directors, Executive Officers and Corporate Governance		22
	Item 11.	Executive Compensation		23
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		23
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		24
	Item 14.	Principal Accountant Fees and Services		25
	Item 15.	Exhibits, Financial Statement Schedules		26

SIGNATURES				27

CERTIFICATIONS

We2 ~~caution~~Table ~~that the factors described herein and other factors could cause our actual results~~ of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.Contents

3 Table of Contents

PART I

~~Item~~FORWARD-LOOKING ~~1. Business.~~STATEMENTS

AsCertain ~~used~~statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current ~~report~~expectations that involve numerous risks and ~~unless~~uncertainties. ~~otherwise~~The ~~indicated~~Registrant’s plans and objectives are based, in part, on assumptions involving the ~~terms~~continued ~~“we”~~expansion of business. Assumptions relating to the foregoing involve judgments with respect to, ~~“us”~~among other things, future economic, competitive and ~~“our”~~market ~~mean~~conditions ~~Ariel~~and ~~Clean~~future ~~Energy~~business decisions, ~~Inc~~all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Registrant. Although the Registrant believes its assumptions underlying the forward-looking statements are reasonable, ~~unless~~any ~~otherwise~~of ~~indicated~~the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Registrant or any other person that the objectives and plans of the Registrant will be achieved.

~~Overview~~Unless stated otherwise, the words “we,” “us,” “our,” “the Company” or “Qiansui International” in this Annual Report collectively refers to Qiansui International Group Co. Ltd.

~~Ariel~~Item ~~Clean Energy Inc~~1. ~~began its existence as Pacific Development Corporation, incorporated under the laws of State of Colorado on September 21, 1992 (“Pacific”)~~Business. On March 23, 2000, through a re-incorporation, 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. (“LMIC”). On August 3, 2012, we restated our certificate of incorporation and bylaws, including but not limited to changing our name from LMIC, Inc. to Z Holdings Group, Inc.

OnBusiness ~~July~~Development ~~15,~~& ~~2015,~~Business ~~our 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.~~Overview

AsQiansui ofInternational ~~the~~Group ~~most~~Co. ~~recent~~Ltd ~~audited~~(the ~~period, our~~ “Company”) ~~has~~began ~~generated~~its noexistence ~~revenues~~as orPacific ~~earnings~~Development ~~from operations~~Corporation, ~~possesses~~incorporated nounder ~~significant~~the ~~assets~~laws orof ~~financial~~State ~~resources,~~of ~~and~~Colorado ~~has~~on noSeptember ~~cash~~21, on1992 ~~hand~~(“Pacific”). ~~The~~On ~~Independent~~March ~~Auditor’s Report to our financial statements for the year ended December 31~~23, ~~2019~~2000, ~~are~~through ~~included in this report. The Independent Auditor’s Report to the Company’s financial statements indicates that there are~~ a ~~number~~re-incorporation, ofPacific ~~factors~~and ~~that~~Cheshire ~~raise~~Holdings, ~~substantial~~Inc. ~~doubt~~were ~~about~~merged ~~the~~into ~~Company’s ability to continue as~~ a ~~going~~single ~~concern.~~corporation ~~Such~~existing ~~doubts~~under ~~identified in~~ the ~~report~~laws ~~include~~of the ~~fact~~State ~~(i) that the Company has not established any source~~ of ~~revenue~~Delaware, towith ~~cover~~Cheshire ~~its~~Holdings, ~~operating~~Inc. ~~costs;~~being ~~(ii) that~~ the ~~Company~~surviving ~~will~~corporation. ~~engage~~After ~~in very limited activities without incurring any liabilities that must be satisfied in cash until~~ a ~~source~~series of ~~funding~~name ischanges, ~~secured; (iii) that~~ the Company ~~will~~changed ~~offer noncash consideration and seek equity lines as a means of financing~~ its ~~operations;~~name ~~(iv) that if it the Company is unable~~ to ~~obtain~~from ~~revenue~~Ariel ~~producing~~Clean ~~contracts~~Energy orInc. ~~financing, or if the revenue or financing it does obtain is insufficient~~ to ~~cover~~Qiansui ~~any~~International ~~operating~~Group ~~losses~~Co. itLtd ~~may~~described incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholdersbelow.

~~The~~On ~~Company~~January is14, ~~an “emerging growth company” (“EGC”)~~2021, ~~that~~the isCompany ~~exempt~~filed ~~from~~a ~~certain~~Certificate ~~financial~~of ~~disclosure~~Amendment ~~and governance requirements for up~~ to ~~five~~the ~~years~~Certificate asof ~~defined~~Incorporation inwith the ~~Jumpstart~~Delaware ~~Our~~Secretary ~~Business~~of ~~Startups~~State ~~Act~~ (the ~~JOBS Act~~“Amendment”). ~~The~~which ~~JOBS~~effectuated ~~Act eases restrictions on~~ the ~~sale~~following ofcorporate ~~securities;~~actions ~~and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commission’s~~ (~~SEC’s)~~“Corporate ~~reporting and disclosure rules (See Emerging Growth Companies Section Below~~Actions”)~~. The Company has elected December 31 as its fiscal year end.~~:

4 Table of Contents

	·	Changed our name to Qiansui International Group Co. Ltd.; and
	·	Effected a reverse split of our outstanding common stock at a ratio of one (1) post-split share for each twenty (20) pre-split shares with all fractional shares resulting from the reverse split rounded up to the nearest whole share.

~~Our~~The ~~Current~~Corporate ~~Business~~Actions were approved by our Board of Directors on December 3, 2020 and by our majority shareholder, owning 93,531,000 shares of Common Stock (or 82.55% of the total outstanding shares), on December 4, 2020.

WeFINRA ~~are~~approved ~~currently~~the ~~seeking~~Corporate ~~new~~Actions ~~business~~on ~~opportunities~~January ~~with~~21, ~~established~~2021. ~~business~~The ~~entities~~Daily ~~for~~List ~~merger~~Announcement ~~with~~Date oris ~~acquisition~~January of26, a2021 ~~target~~and ~~business.~~the InMarket ~~certain~~Effective ~~instances,~~Date ais ~~target~~January ~~business~~27, ~~may~~2021. ~~wish~~As toa ~~become~~result ~~our~~of ~~subsidiary,~~the orreverse ~~may~~stock ~~wish~~split, tothe ~~contribute~~number ~~assets~~of toissued usand ~~rather~~outstanding ~~than~~shares ~~merge.~~of Wethe ~~have~~Company’s ~~not~~common ~~yet~~stock ~~begun~~was ~~negotiations~~reduced orfrom ~~entered~~113,296,421 ~~into~~to ~~any~~5,664,821 ~~definitive~~(subject ~~agreements~~to ~~for~~adjustment). ~~potential~~FINRA ~~new~~also ~~business~~designated ~~opportunities,~~“QIAN” ~~and~~as ~~there~~the ~~can~~new beticker nosymbol. ~~assurance~~The ~~that~~new weCUSIP ~~will~~number befor ~~able~~the toCompany’s ~~enter~~common ~~into~~stock ~~any~~is ~~definitive agreements~~74739E102.

~~Any~~Recent ~~new~~Change 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~~Control. ~~If our company requires additional financing and we are unable to acquire such funds, our business may fail.~~

~~Management~~Effective ofSeptember ~~our~~30, ~~company~~2020, ~~believes that there are benefits to being~~ a ~~reporting~~change ~~company with a class~~ of ~~securities~~control ~~quoted~~occurred onwith ~~the~~respect ~~OTC~~to ~~Markets, such as: (i)~~ the ~~ability~~Company. toPursuant ~~use registered securities~~ to ~~acquire~~a ~~assets~~Securities orPurchase ~~businesses;~~Agreement (ii“Agreement”) ~~increased~~dated ~~visibility~~September in30, ~~the~~2020 ~~financial~~by ~~community;~~and ~~(iii)~~among ~~the~~Mr. ~~facilitation~~Yu ofYang, ~~borrowing~~an ~~from~~individual, ~~financial~~as ~~institutions;~~Buyer, ~~(iv)~~Nexus ~~potentially~~BioFuel, ~~improved~~Inc., ~~trading~~a ~~efficiency;~~British ~~(v)~~Columbia ~~potential~~corporation ~~stockholder liquidity;~~ (vi“Nexus BioFuel”) ~~potentially~~and ~~greater~~SeaMorri ~~ease~~Financial inPartners, ~~raising~~LLC, ~~capital~~a ~~subsequent~~Texas tolimited anliability ~~acquisition;~~company (~~vii~~“SeaMorri”), ~~potential~~as ~~compensation~~“Sellers” ofand ~~key~~the ~~employees~~Company, ~~through~~Mr. ~~stock~~Yang ~~awards~~acquired orall ~~options;~~of ~~(viii)~~the ~~potentially~~shares ~~enhanced~~of ~~corporate~~Class ~~image;~~A ~~and~~common ~~(ix)~~stock aof ~~presence~~the inSellers ~~the~~as ~~United~~indicated ~~States’~~below ~~capital~~(“Acquired ~~market.~~Shares”);

We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital 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.

Seller	# of Acquired Shares
SeaMorri		80,000,000
Nexus BioFuel		13,531,000
		93,531,000

InThe ~~implementing~~Acquired aShares ~~structure~~represent ~~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~~82.55% ~~We may also acquire stock or assets~~ of ~~an existing business. Upon~~ the ~~consummation~~total ofissued ~~a transaction, it is anticipated that our sole officer~~ and ~~director~~outstanding ~~will~~Class ~~continue~~A tocommon ~~manage~~stock ~~the Company; however, any potential business combination candidate may require a change~~ of ~~management as a condition of~~ the ~~combination~~Company.

AsOn ofor after the closing date, ~~hereof~~Mr. Delbert Seabrook, wethe ~~have~~sole ~~not~~officer ~~entered~~of ~~into~~the ~~any~~Company, ~~formal~~resigned ~~written~~in ~~agreements~~all ~~for~~officer aand ~~business~~director ~~combination~~capacities orfrom ~~opportunity~~the Company and Mr. ~~When~~Yang ~~any~~was ~~such~~appointed ~~agreement~~Chief is(Principal) ~~reached~~Executive Officer, wePresident, ~~intend~~Chief to(Principal) ~~disclose~~Financial ~~such~~Officer anand ~~agreement~~Treasurer bythe ~~filing~~Company aand ~~current~~sole ~~report~~director onof ~~Form~~the ~~8-K~~Company.

We3 ~~anticipate~~Table ~~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.Contents

~~Currently,~~Current weBusiness 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 a company controlled by our officer to provide financial contributions and ~~services~~Plan 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.Operations

5Under ~~Table~~SEC Rule 12b-2 under the Securities Exchange Act of ~~Contents~~1934, as amended (the “Exchange Act”), the Company qualifies as a “shell company,” because it has no or nominal assets and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

~~Employees~~The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

We The ~~have~~analysis noof ~~employees.~~new ~~Our~~business ~~sole~~opportunities ~~officer~~will be undertaken by or under the supervision of our management and ~~director~~the ~~furnish~~Company’s ~~his~~principal ~~time~~shareholders. Current or future management of the Company may decide to hire outside consultants to assist in the ~~development~~investigation and selection of business opportunities, and might pay a finder’s fee, in stock or in cash, as allowed by law. Since the Company athas no ~~cost~~current plans to use any outside consultants, no criteria or policies have been adopted.

~~Research~~As of the date of this report, the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing and ~~Development~~participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:

We(a) ~~have~~Potential ~~incurred~~for nogrowth, ~~expenses~~indicated inby ~~research~~new ~~and~~technology, ~~development~~anticipated ~~expenditures~~market ~~over~~expansion ~~the~~or ~~last~~new ~~two fiscal years.~~products;

~~Item~~(b) ~~1A.~~Competitive ~~Risk~~position ~~Factors.~~as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

As(c) aStrength ~~“smaller~~and ~~reporting~~diversity ~~company”,~~of ~~we are not required to provide the information required by this Item. However~~management, ~~certain~~either ~~Risk~~in ~~Factors~~place ~~are~~or ~~listed~~scheduled ~~below~~for ~~which should be considered prior to making an investment decision with regards to our stock.~~recruitment;

We(d) ~~have~~Capital ~~failed~~requirements toand ~~file~~anticipated ~~periodic~~availability ~~reports~~of ~~due~~required funds, to ~~lack~~be provided by the Company or from operations, through the sale of ~~funding.~~additional securities, through joint ventures or similar arrangements or from other sources;

~~Due~~(e) toThe ~~lack~~cost of ~~financial~~participation ~~resources,~~by ~~including,~~the ~~but not limited to lack of income, death of a director and investments into our~~ Company, weas ~~have~~compared ~~been unable~~ to ~~timely file periodic reports for~~ the ~~fiscal~~perceived ~~years~~tangible ~~2018~~ and ~~2019.~~intangible ~~While~~values ~~we are striving to update our reports~~ and ~~file them with the Securities and Exchange Commission, and we expect to complete all filings prior to August 2020, we may face unforeseen events that prevent us for completing all required reports.~~potentials;

We(f) ~~may~~The beextent ~~unable~~ to ~~file~~which ~~periodic~~the ~~reports~~business inopportunity ~~the~~can ~~future.~~be advanced; and

~~While~~(g) weThe ~~currently~~accessibility ~~expect to make timely filings~~ of ~~periodic~~required ~~reports~~management inexpertise, ~~the future~~personnel, araw ~~lack~~materials, ofservices, ~~income~~professional orassistance ~~investment~~and ~~into~~other ~~the~~required ~~Company may cause us to be unable to continue to make filings on time, if at all~~items.

~~Our~~In ~~lack~~applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business ~~model~~opportunities may occur 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. Due to the Company’s limited capital available for investigation, the Company may not discover or ~~our~~adequately ~~failure~~evaluate adverse facts about the opportunity to ~~find~~be acquired. In evaluating a prospective business combination, ~~partner~~we inwill conduct as extensive a due diligence review of potential targets as possible given the ~~future~~lack of information which may ~~result~~be inavailable regarding private companies, our limited personnel and financial resources and the ~~failure~~inexperience of our ~~Company~~management with respect to such activities. We expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, including but not limited to attorneys, accountants, consultants or such other professionals. The costs associated with hiring third parties to complete a business combination target may be significant and are difficult to determine as such costs may vary depending on a variety of factors, including the amount of time it takes to complete a business combination, the location of the target company and the size and the complexity of the target company. Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or other associated with the target business seeking our participation.

We4 ~~have~~Table noof present business model, and have no current plan to internally develop a model. Unless we locate a business combination partner, or develop a business model, our Company may fail. We are reliant on funding from a company controlled by our sole officer and director, and if such funding does not continue, we may fail.Contents

~~Item~~We 1Bfully anticipate that business opportunities will come to the Company’s attention from various sources. ~~Unresolved~~These ~~Staff~~sources ~~Comments~~may include, but not be limited to, its principal shareholders, professional advisors such as attorneys and accountants, securities broker-dealers, and others who may present unsolicited proposals. Currently, the Company has no agreements, whether written or oral, with any individual or entity, to act as a finder for the Company. However, at the present, we contemplate that our majority shareholders or our sole officer and certain of their affiliates may introduce a business combination target to us.

~~None~~It is possible that the range of business opportunities that might be available for consideration by the Company could be limited by the impact of Securities and Exchange Commission regulations regarding purchase and sale of “penny stocks.” The regulations would affect, and possibly impair, any market that might develop in the Company’s securities until such time as they qualify for listing on NASDAQ or on another exchange which would make them exempt from applicability of the “penny stock” regulations.

~~Item~~The 2Company believes that various types of potential merger or acquisition candidates might find a business combination with the Company to be attractive. ~~Properties~~These include acquisition candidates desiring to create a public market for their shares in order to enhance liquidity for current shareholders, acquisition candidates which have long-term plans for raising capital through the public sale of securities and believe that the possible prior existence of a public market for their securities would be beneficial, and acquisition candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe that the possibility of development of a public market for their securities will be of assistance in that process. Acquisition candidates who have a need for an immediate cash infusion are not likely to find a potential business combination with the Company to be an attractive alternative.

WeThe ~~neither~~time ~~rent~~and ~~nor~~costs ~~own~~required ~~any~~to ~~properties.~~select ~~Until~~and weevaluate ~~pursue~~ a ~~viable~~target business ~~opportunity~~and to structure and ~~recognize~~complete ~~income,~~a webusiness ~~will~~combination ~~not~~cannot ~~seek~~presently ~~commercial~~be ~~office~~ascertained ~~space~~with any degree of certainty. WeThe ~~utilize~~amount ~~home~~of ~~office~~time ~~space~~it attakes to complete a business combination, the ~~residence~~location of ~~our~~the ~~President~~target tocompany ~~conduct~~and ~~activities~~the atsize noand ~~charge.~~complexity Weof ~~currently~~the ~~have~~business noof ~~policy~~the target company are all factors that determine the costs associated with ~~respect~~completing a business combination transaction. The time and costs required to ~~investments~~complete ora ~~interests~~business incombination ~~real~~transaction ~~estate,~~can ~~real~~be ~~estate~~ascertained ~~mortgages~~once ora ~~securities~~business combination target has been identified. Any costs incurred with respect to evaluation of, ora ~~interests~~prospective ~~in,~~business ~~persons~~combination ~~primarily~~that ~~engaged~~is not ultimately completed will result in ~~real~~a ~~estate~~loss ~~activities~~to us.

~~Item 3. Legal Proceedings.~~Competition

~~From~~In ~~time~~identifying, toevaluating ~~time~~and selecting a target business, we may ~~become~~encounter ~~involved~~intense incompetition ~~various~~from ~~legal~~other ~~proceedings~~entities ~~that~~having ~~arise~~a inbusiness ~~the~~objective ~~ordinary~~similar ~~course~~to ofours. ~~business,~~There ~~including~~are ~~actions~~numerous ~~related~~“public shell” companies either actively or passively seeking operating businesses with which to ~~our~~merge ~~intellectual~~in ~~property.~~addition ~~Although~~to ~~the~~a ~~outcomes~~large number of ~~these~~“blank ~~legal~~check” ~~proceedings~~companies ~~cannot~~formed beand ~~predicted~~capitalized ~~with~~specifically ~~certainty~~to acquire operating businesses. Additionally, we are ~~currently~~subject ~~not~~to ~~aware~~competition from other companies looking to expand their operations through the acquisition of ~~any~~a ~~such~~target ~~legal~~business. ~~proceedings~~Many orof ~~claims~~these ~~that~~entities weare ~~believe,~~well ~~either~~established ~~individually~~and have extensive experience identifying and effecting business combinations directly or inthrough ~~the~~affiliates. ~~aggregate~~Many of these competitors possess greater technical, human and other resources than us and our financial resources will ~~have~~be arelatively ~~material~~limited ~~adverse~~when ~~effect~~contrasted onwith those of many of these competitors. Our ability to compete in acquiring certain sizable target businesses is limited by our ~~business,~~available financial ~~condition,~~resources. orThis ~~results~~inherent competitive limitation gives others an advantage in pursuing the acquisition of ~~operations~~a target business. Further, our outstanding warrants and the future dilution they potentially represent may not be viewed favorably by certain target businesses.

~~Item~~5 4.Table ~~Mine~~of ~~Safety Disclosures.~~Contents

~~Not~~Any ~~applicable~~of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities with a business objective similar to ours to acquire a target business on favorable terms.

6If ~~Table~~we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of ~~Contents~~the target business. Many of our target business’ competitors are likely to be significantly larger and have far greater financial and other resources than we will. Some of these competitors may be divisions or subsidiaries of large, diversified companies that have access to financial resources of their respective parent companies. Our target business may not be able to compete effectively with these companies or maintain them as customers while competing with them on other projects. In addition, it is likely that our target business will face significant competition from smaller companies that have specialized capabilities in similar areas. We cannot accurately predict how our target business’ competitive position may be affected by changing economic conditions, customer requirements or technical developments. We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively.

~~Item~~Acquisition ~~5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~Structure

~~Market~~It ~~Information~~is impossible to predict the manner in which the Company may participate in a business opportunity. Specific business opportunities will be reviewed as well as the respective needs and desires of the Company and the promoters of the opportunity and, upon the basis of that review and the relative negotiating strength of the Company and such promoters, the legal structure or method deemed by management to be suitable will be selected. Such structure may include, but is not limited to leases, purchase and sale agreements, licenses, joint ventures and other contractual arrangements. The Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of the Company with other corporations or forms of business organization, and although it is likely, there is no assurance that the Company would be the surviving entity. In addition, it is possible that the present management, board of directors and stockholders of the Company may not have control of a majority of the voting shares of the Company following a reorganization transaction. As part of such a transaction, the Company’s existing management and directors may resign and new management and directors may be appointed without any vote by stockholders.

~~Our~~It ~~common~~is ~~stock~~likely isthat ~~quoted~~the onCompany will acquire its participation in a business opportunity through the ~~Pink~~issuance ~~Markets~~of ~~tier~~Common Stock or other securities of the ~~OTC~~Company. ~~Markets~~Although ~~Group~~the terms of any such transaction cannot be predicted, ~~Inc.~~it ~~and~~should isbe ~~traded~~noted ~~under~~that in certain circumstances the ~~symbol~~criteria for determining whether or not an acquisition is a so-called “~~ACEZ~~tax free” reorganization under the Internal Revenue Code of 1986, depends upon the issuance to the stockholders of the acquired company of a controlling interest (i.e. ~~Our~~80% or more) of the common stock isof ~~thinly~~the ~~traded~~combined onentities immediately following the ~~Pink~~reorganization. ~~Markets~~If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Internal Revenue Code, the Company’s current stockholders would retain in the aggregate 20% or less of the total issued and ~~there~~outstanding ~~can~~shares. This could result in substantial additional dilution in the equity of those who were stockholders of the Company prior to such reorganization. Any such issuance of additional shares might also be nodone ~~assurance~~simultaneously ~~that~~with a ~~liquid~~sale ~~market~~or ~~for~~transfer ~~our~~of ~~common~~shares ~~stock~~representing a controlling interest in the Company by the principal shareholders. The Company does not intend to supply disclosure to shareholders concerning a target company prior to the consummation of a business combination transaction, unless required by applicable law or regulation. In the event a proposed business combination involves a change in majority of directors of the Company, the Company will ~~ever~~file ~~develop~~and provide to shareholders a Schedule 14F-1, which shall include, information concerning the target company, as required. The Company will file a current report on Form 8-K, as required, within four business days of a business combination which results in the Company ceasing to be a shell company. This Form 8-K will include complete disclosure of the target company, including audited financial statements.

~~Security~~6 ~~Holders~~Table of Contents

AsIt ofis ~~July~~anticipated 1that any new securities issued in any reorganization would be issued in reliance upon exemptions, ~~2020~~if any are available, ~~113~~from registration under applicable federal and state securities laws. In some circumstances,~~296~~ however,~~421~~ ~~shares~~as ofa ~~our~~negotiated ~~Class~~element Aof ~~Common~~the ~~stock~~transaction, ~~were~~the ~~issued~~Company ~~and~~may ~~outstanding~~agree to ~~approximately~~register ~~214~~such ~~shareholders~~securities either at the time the transaction is consummated, or under certain conditions or at specified times thereafter. The issuance of ~~record~~substantial additional securities and their potential sale into any trading market that might develop in the Company’s securities may have a depressive effect upon such market.

~~Dividend~~The ~~Policy~~present majority stockholder of the Company may not have control of a majority of the voting securities of the Company following a reorganization transaction. As part of such a transaction, the Company’s sole director may resign and one or more new directors may be appointed by our majority stockholder.

WeIn ~~have~~the ~~never~~case ~~paid~~of aan ~~cash~~acquisition, ~~dividend~~the ontransaction may be accomplished upon the sole determination of management with the consent of our ~~common~~majority ~~stock~~stockholder. WeIn ~~currently~~the ~~intend~~case toof ~~retain~~a ~~all~~statutory ~~earnings,~~merger ifor ~~any~~consolidation directly involving the Company, it will likely be necessary to ~~finance~~call ~~the~~a ~~growth~~stockholders’ meeting and ~~development~~obtain the approval of ~~our~~the ~~business~~holders of a majority of the outstanding securities. WeThe donecessity ~~not~~to ~~anticipate~~obtain ~~paying~~such ~~any~~stockholder ~~cash~~approval ~~dividends~~may result in delay and additional expense in the ~~foreseeable~~consummation ~~future~~of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

~~Equity~~The ~~Compensation~~Company ~~Plan~~will ~~Information~~participate in a business opportunity only after the negotiation and execution of a written agreement. Although the terms of such agreement cannot be predicted, generally such an agreement would require specific representations and warranties by all of the parties thereto, specify certain events of default, detail the terms of closing and the conditions which must be satisfied by each of the parties thereto prior to such closing, outline the manner of bearing costs if the transaction is not closed, set forth remedies upon default, and include miscellaneous other terms normally found in an agreement of that type.

~~None~~It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial costs for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Moreover, because many providers of goods and services require compensation at the time or soon after the goods and services are provided, the inability of the Company to pay until an indeterminate future time may make it impossible to procure such goods and services.

~~Recent~~The ~~Sales~~Company intends to search for a target for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys. The approximate number of ~~Unregistered~~persons ~~Securities;~~or ~~Use~~entities that will be contacted is unknown and dependent on whether any opportunities are presented by the sources that we contact. It is anticipated that the investigation of ~~Proceeds~~specific ~~from~~business ~~Registered~~opportunities ~~Securities~~and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.

We ~~did~~presently ~~not~~have ~~sell~~no ~~any~~employees ~~equity~~apart ~~securities~~from ~~which~~our ~~were~~management. ~~not~~Our ~~registered~~sole ~~under~~officer and director is engaged in outside business activities. Our sole officer and director anticipates that he will devote very limited time to our business until the ~~Securities~~acquisition ~~Act~~of ~~during~~a successful business opportunity has been identified. The specific amount of time that management will devote to the ~~year~~Company ~~ended~~may ~~December~~vary ~~31,~~from ~~2019~~week to week or even day to day, and therefore the specific amount of time that ~~were~~management ~~not~~will ~~otherwise~~devote ~~disclosed~~to the Company on ~~our~~a ~~quarterly~~weekly ~~reports~~basis oncannot ~~Form~~be ~~10-Q~~ascertained orwith ~~our~~any ~~current~~level ~~reports~~of oncertainty. ~~Form~~In ~~8-K~~all ~~filed~~cases, ~~during~~management intends to spend as much time as is necessary to exercise its fiduciary duties as officer and director of the ~~year~~Company. ~~ended~~We ~~December~~expect 31no significant changes in the number of our employees other than such changes, ~~2019~~if any, incident to a business combination.

~~Purchase~~Corporate ~~of Equity Securities by the Issuer and Affiliated Purchasers~~Information

~~None~~Our current administrative office is located at: 7th Floor, Naiten Building, No. 1, Six Li Oiao, Fentai District Beijing, PRC.

~~Item~~7 6.Table ~~Selected~~of ~~Financial Data.~~Contents

AsInvestment aCompany ~~“smaller~~Act ~~reporting~~and ~~company”,~~Other ~~we are not required to provide the information required by this Item.~~Regulations

~~Item~~The 7Company may participate in a business opportunity by purchasing, trading or selling the securities of such business. ~~Management’s~~The ~~Discussion~~Company does not, however, intend to engage primarily in such activities. Specifically, the Company intends to conduct its activities so as to avoid being classified as an “investment company” under the Investment Company Act of 1940 (the “Investment Act”), and ~~Analysis~~therefore to avoid application of ~~Financial~~the ~~Condition~~costly and ~~Results~~restrictive registration and other provisions of ~~Operations~~the Investment Act, and the regulations promulgated thereunder.

~~The~~Section ~~following~~3(a) ~~discussion~~of ~~should~~the beInvestment ~~read~~Act incontains ~~conjunction~~the ~~with~~definition ~~our~~of ~~audited~~an ~~financial~~“investment ~~statements~~company,” and ~~the~~it ~~related~~excludes ~~notes~~any entity that ~~appear~~does ~~elsewhere~~not engage primarily in ~~this~~the ~~annual~~business ~~report.~~of ~~The~~investing, ~~following~~reinvesting ~~discussion~~or ~~contains~~trading ~~forward-looking~~in ~~statements~~securities, or that ~~reflect~~does ~~our~~not ~~plans~~engage in the business of investing, ~~estimates~~owning, ~~and~~holding ~~beliefs.~~or ~~Our~~trading ~~actual~~“investment ~~results~~securities” ~~could~~(defined ~~differ~~as ~~materially~~“all ~~from~~securities ~~those~~other ~~discussed~~than ingovernment ~~the~~securities ~~forward~~or securities of majority-~~looking~~owned ~~statements.~~subsidiaries”) ~~Factors~~the ~~that~~value ~~could~~of ~~cause~~which orexceeds ~~contribute~~40% toof ~~such~~the ~~differences~~value ~~include~~of its total assets (excluding government securities, ~~but~~cash ~~are~~or ~~not~~cash ~~limited~~items). The Company intends to ~~those~~implement ~~discussed~~its ~~below~~business ~~and~~plan ~~elsewhere~~in a manner which will result in the availability of this ~~annual~~exception ~~report~~from the definition of “Investment Company.” Consequently, the Company’s participation in a business or opportunity through the purchase and sale of investment securities will be limited.

~~Results~~ The Company’s plan of ~~Operations~~business may involve changes in its capital structure, management, control and business, especially if it consummates a reorganization as discussed above. Each of these areas is regulated by the Investment Act, in order to protect purchasers of investment company securities. Since the Company will not register as an investment company, stockholders will not be afforded these protections.

~~Since~~Any ~~inception,~~securities wewhich ~~have~~the ~~not~~Company ~~earned~~might ~~any~~acquire ~~revenue.~~in ~~During~~exchange ~~the~~for ~~year~~its ~~ended~~Common ~~December~~Stock ~~31,~~are ~~2019,~~expected weto ~~incurred~~be ~~operating~~“restricted ~~expenses~~securities” ofwithin ~~$465,~~the ~~compared~~meaning toof ~~operating~~the ~~expenses~~Securities Act of ~~$18~~1933,~~525~~ ~~incurred~~as ~~during~~amended (the ~~year~~“Act”). ~~ended~~If ~~December~~the ~~31,~~Company ~~2018.~~elects ~~Operating~~to ~~expenses~~resell ~~consist~~such ofsecurities, ~~professional~~such ~~fees~~sale ~~and~~cannot ~~general~~proceed ~~and~~unless ~~administrative~~a ~~expenses~~registration ~~primarily~~statement ~~for~~has ~~maintaining~~been ~~reporting~~declared ~~status~~effective ~~with~~by the U. S. Securities and Exchange Commission or an exemption from registration is available. Section 4(1) of the ~~“SEC”).~~Act, Wewhich ~~incurred~~exempts sales of securities not involving a ~~net~~distribution, ~~loss~~would in all likelihood be available to permit a private sale. Although the plan of $3operation does not contemplate resale of securities acquired,~~385~~ ~~and~~if ~~$21~~such a sale were to be necessary,~~324~~ ~~for~~the Company would be required to comply with the ~~years~~provisions ~~ended~~of ~~December~~the ~~31,~~Act ~~2019~~to ~~and~~effect ~~2018,~~such ~~respectively~~resale.

7An ~~Table~~acquisition ofmade ~~Contents~~by the Company may be in an industry which is regulated or licensed by federal, state or local authorities. Compliance with such regulations can be expected to be a time-consuming and expensive process.

	Year Ended
	December 31,
	2019		2018		Changes
Revenue	$	-	$	-	$	-
Total operating expenses		465		18,525		(18,060	)
Other expenses		2,920		2,799		121
Net loss	$	3,385	$	21,324	$	(17,939	)

Item 1A. Risk Factors

~~Liquidity~~Our plan of operation is to obtain debt or equity finance to meet our ongoing operating expenses and ~~Financial~~attempt ~~Condition~~to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that any of the events can be successfully completed, that any such business will be identified or that any stockholder will realize any return on their shares after such a transaction has been completed. In particular, there is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders. We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

~~Working~~You ~~Capital~~should be aware that there are various risks associated with our business, including the risks discussed below. You should carefully consider these risk factors, as well as the other information contained herein, in evaluating our business and us.

	December 31,			December 31,
	2019			2018			Changes
Total Current Assets	$	-		$	-		$	-
Total Current Liabilities		43,860			40,475			3,385
Working Capital (Deficiency)	$	(43,860	)	$	(40,475	)	$	(3,385	)

Table of Contents

~~Cash~~RISKS ~~Flows~~RELATED TO OUR OPERATIONS, FINANCIAL CONDITION AND BUSINESS

	Year Ended
	December 31,
	2019		2018
Cash Flows Used in Operating Activities	$	-	$	-
Cash Flows Provided by Financing Activities		-		-
Net change in Cash During Period	$	-	$	-

WE HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES. As of December 31, 2020, we had an accumulated deficit of $283,917. We also expect future losses until we are able to generate revenues through a merger with an operating company (for which no assurances can be given). As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended December 31, 2020 and 2019, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

AsOUR atEXISTING ~~December~~FINANCIAL ~~31,~~RESOURCES ~~2019,~~ARE ~~our~~INSUFFICIENT ~~company’s~~TO ~~cash~~MEET ~~balance~~OUR ~~was~~ONGOING $0OPERATING EXPENSES. We have no sources of income at this time and ~~total~~no ~~assets~~existing ~~were~~cash $0balances to meet our ongoing operating expenses. AsWe athave ~~December~~relied ~~31,~~upon ~~2018,~~affiliates of the Company to make advances to the Company to cover our ~~company’s~~operating ~~cash~~expenditures. ~~balance~~There ~~was~~are $0no ~~and~~assurances ~~total~~that ~~assets~~these ~~were~~advances $0will continue in the future. The failure of these advances to continue in the future may result in our security holders losing their entire investment.

~~Our~~THE ~~total~~ADMINISTRATIVE ~~current~~COSTS ~~liabilities~~OF PUBLIC COMPANY REGULATORY COMPLIANCE COULD BECOME BURDENSOME AND CONSUME A SIGNIFICANT AMOUNT OF OUR CASH RESOURCES WHICH COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS. We will incur significant costs and expenses in connection with assuring compliance with all laws, rules and regulations applicable to us as a public company. We anticipate that our ongoing costs and expenses of ~~December~~complying ~~31,~~with ~~2019~~our ~~were~~public reporting company obligations will be approximately $4325,~~860~~000-$50,000 asannually. ~~compared~~Our reporting and compliance costs and expenses may increase substantially if we are able to ~~total~~deploy ~~current~~our ~~liabilities~~business ofmodel ~~$40~~on an international basis,~~475~~ aswhich will add significant cross-border jurisdictional complexity to our regulatory compliance and our accounting controls and procedures. Our compliance costs and expenses could also increase substantially if we apply for trading of ~~December~~our 31securities on a national stock exchange which may have listing requirements that engender additional administration and compliance costs. We have assigned a high priority to establishing and maintaining controls, ~~2018~~procedures, corporate compliance and public company reporting; however, there can be no assurance that we will have sufficient cash resources available to satisfy our public company reporting and compliance obligations. ~~The~~If ~~increase~~we inare ~~current~~unable ~~liabilities~~to ~~was~~cover ~~primarily~~the ~~due~~cost anof ~~increase~~proper administration of our public company compliance and reporting obligations, we could become subject to sanctions, fines and penalties, our stock could be barred from trading in ~~accrued~~public ~~interest~~capital –markets ~~related~~and ~~party~~we may have to cease doing business.

AsWE atINTEND ~~December~~TO ~~31,~~PURSUE ~~2019,~~THE ACQUISITION OF AN OPERATING BUSINESS. Our sole strategy is to acquire an operating business. Successful implementation of this strategy depends on our ability to identify a suitable acquisition candidate, acquire such company ~~had~~on ~~working~~acceptable ~~capital~~terms ~~deficiency~~and ofintegrate ~~$43~~its operations. In pursuing acquisition opportunities,~~860~~ ~~compared~~we compete with ~~working~~other ~~capital~~companies ~~deficiency~~with similar strategies. Competition for acquisition targets may result in increased prices of ~~$40,475~~acquisition astargets atand ~~December~~a ~~31,~~diminished ~~2018~~pool of companies available for acquisition. Acquisitions involve a number of other risks, anincluding ~~increase~~risks of acquiring undisclosed or undesired liabilities, acquired in-process ~~working~~technology, ~~capital~~stock ~~deficiency~~compensation expense, diversion of $3management attention,~~385~~ potential disputes with the seller of one or more acquired entities and possible failure to retain key acquired personnel. ~~This~~Any ~~was~~acquired ~~driven~~entity byor ~~the~~assets ~~increase~~may innot ~~current~~perform ~~liabilities~~relative to our expectations. Our ability to meet these challenges has not been established.

~~Operating~~SCARCITY ~~Activities~~OF, AND COMPETITION FOR, BUSINESS OPPORTUNITIES AND COMBINATIONS. We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

~~Net~~WE ~~cash~~HAVE ~~used~~NOT inEXECUTED ~~operating~~ANY ~~activities~~FORMAL ~~was~~AGREEMENT $0FOR ~~for~~A ~~the~~BUSINESS ~~years~~COMBINATION ~~ended~~OR ~~December~~OTHER ~~31,~~TRANSACTION ~~2019~~AND ~~and~~HAVE ~~2018~~ESTABLISHED NO STANDARDS FOR BUSINESS COMBINATIONS. ~~For~~We ~~the~~have ~~year~~not ~~ended~~executed ~~December~~any ~~31,~~formal ~~2019~~arrangement, weagreement ~~had~~or understanding with respect to engaging in a ~~net~~merger ~~loss~~with, joint venture with or acquisition of ~~$3,385,~~a ~~which~~private ~~was~~or ~~reduced~~public byentity. anThere ~~increase~~can inbe ~~accrued~~no ~~interest~~assurance ~~due~~that towe ~~related~~will ~~party~~be ofsuccessful ~~$2,920,~~in identifying and ~~accounts~~evaluating ~~payable~~suitable ~~and~~business ~~accrued~~opportunities ~~expense~~or ofin ~~$465~~concluding a business combination. ~~December~~We ~~31,~~have ~~2018,~~not identified any particular industry or specific business within an industry for evaluation. There is no assurance we ~~had~~will be able to negotiate a ~~net~~business ~~loss~~combination ofon ~~$21~~terms favorable,~~324,~~ ~~which~~if ~~was~~at ~~reduced~~all. byWe have not established a ~~decrease~~specific inlength ~~prepaid~~of ~~expenses~~operating history or specified level of $3earnings,~~333~~ assets, annet ~~increase~~worth inor ~~accounts~~other ~~payable~~criteria which we will require a target business opportunity to have achieved, and ~~accrued~~without ~~liabilities~~which ofwe ~~$10~~would not consider a business combination. Accordingly,~~828,~~ ~~notes~~we ~~payable~~may ~~due~~enter tointo ~~related~~a ~~party~~business ofcombination $4with a business opportunity having no significant operating history,~~364~~ ~~and~~losses, ~~accrued~~limited ~~interest~~or ~~due~~no topotential ~~related~~for ~~party~~earnings, oflimited $2assets,~~799.~~ negative net worth or other negative characteristics.

~~Investing~~9 ~~Activities~~Table of Contents

WeWE ~~did~~MAY ~~not~~BE ~~use~~NEGATIVELY ~~any~~AFFECTED ~~cash~~BY ADVERSE GENERAL ECONOMIC CONDITIONS. Current conditions in ~~investing~~domestic ~~activities~~and ~~for~~global economies are extremely uncertain. Adverse changes may occur as a result of softening global economies, wavering consumer confidence caused by the ~~years~~threat ~~ended~~of ~~December~~terrorism 31and war, ~~2019~~and other factors capable of affecting economic conditions. Such changes could have a material adverse effect on our business, financial condition, and ~~2018~~results of operations.

8BECAUSE ~~Table~~OUR PRINCIPAL SHAREHOLDER CONTROLS OUR ACTIVITIES, HE MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO HIMSELF AND NOT TO OTHER SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY. Our principal shareholder owns approximately 82.55% of ~~Contents~~our outstanding common stock. As a result, he effectively controls all matters requiring stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transaction. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.

~~Financing~~OUR ~~Activities~~DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY TO US. Certain conflicts of interest may exist between our sole officer and director and us. Our sole officer and director has other business interests to which he also must devote his time, resources and attention. Thus, a conflict of interest may arise in the future that may cause our business to fail, including conflicts of interest in allocating his resources, time and attention to our Company and his other business interests.

WeWE ~~did~~MAY ~~not~~DEPEND ~~have~~UPON ~~any~~OUTSIDE ~~cash~~ADVISORS; ~~provided~~WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED. To supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. Our Board without any input from ~~financing~~stockholders ~~activities~~will ~~for~~make the ~~years~~selection ~~ended~~of ~~December~~any 31such advisors. Furthermore, ~~2019~~it ~~and~~is ~~2018~~anticipated that such persons may be engaged on an “as needed” basis without a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able to provide the required services.

~~Contractual~~RISKS ~~Obligations~~RELATED TO OUR SECURITIES

AsWE aWILL ~~“smaller~~NEED ~~reporting~~TO ~~company”~~RAISE ADDITIONAL CAPITAL. IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL. We will need to raise additional capital to fund our ongoing operations. We have no cash on hand nor any working capital. To secure additional financing, we ~~are~~may ~~not~~need ~~required~~to borrow money or sell more securities. Under the current circumstances, we may be unable to ~~provide~~secure ~~tabular~~additional ~~disclosure~~financing ~~obligations~~on favorable terms, if available at all.

~~Going~~OUR ~~Concern~~NEED FOR CAPITAL WILL CREATE ADDITIONAL RISKS AND CREATE POTENTIAL SUBSTANTIAL DILUTION TO EXISTING SHAREHOLDERS. As mentioned above, we will need to raise additional capital in the future. These capital expenditures are intended to be funded from third party sources and from affiliates if available, including the incurring of debt (which may be converted into common stock) and/or the sale of additional equity securities. As of the date of this Report, the Company is indebted to our sole officer and director in the amount of $90,487. This debt is due on demand and the Company has no means to repay its existing debt. To the extent that this debt is converted to common stock, the conversion of this debt will cause additional dilution to existing shareholders, which may be substantial. In addition, the sale of additional equity securities or the sale and conversion of other debt likewise will be dilutive to the interests of current equity holders and such dilution may be substantial. In addition, there can be no assurance that such additional financing, whether debt or equity, will be available to the Company or that it will be available on acceptable commercial terms. Any inability to secure such additional financing on appropriate terms could have a materially adverse impact on the business, financial condition and operating results of the Company.

~~Our~~10 ~~auditors~~Table have issued a going concern opinion on our audited financial statements for the year ended December 31, 2019. 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.~~Contents

~~The~~REDUCTION ~~continuation~~OF ofPERCENTAGE ~~our~~SHARE ~~business~~OWNERSHIP isFOLLOWING ~~dependent~~BUSINESS ~~upon~~COMBINATION ~~obtaining~~AND ~~further~~SUBSTANTIAL ~~financing~~DILUTION orTO ~~acquiring~~STOCKHOLDERS. aOur ~~new~~primary plan of operation is based upon a business ~~and~~combination ~~achieving~~with a ~~break~~private ~~even~~concern orwhich, ~~profitable~~in ~~level~~all oflikelihood, ~~operations~~would result in ~~that~~us ~~new~~issuing ~~business~~securities to stockholders of such private company. The issuance of ~~additional~~previously ~~equity~~authorized ~~securities~~and byunissued usshares ~~could~~of ~~result~~our incommon astock ~~significant~~would ~~dilution~~result in ~~the~~reduction ~~equity~~in ~~interests~~percentage of ~~our~~shares ~~current~~owned by present and prospective stockholders. ItIn isaddition, ~~not~~any ~~probable~~merger weor ~~would~~acquisition can be ~~able~~expected to ~~obtaining~~have ~~traditional~~a ~~loans~~significant ~~from~~dilutive ~~financial~~effect ~~institutions~~on ~~because~~the wepercentage ~~have~~of nothe ~~business~~shares ~~operations,~~held noour ~~assets and no revenues~~stockholders.

~~There~~THE ~~are~~REGULATION noOF ~~assurances~~PENNY ~~that~~STOCKS weBY ~~will~~SEC beAND ~~able~~FINRA toMAY ~~obtain~~HAVE ~~additional~~AN ~~financing~~EFFECT ~~through~~ON ~~private~~THE ~~placements,~~TRADABILITY ~~bank~~OF ~~financing~~OUR orSECURITIES. ~~other~~Our ~~loans~~shares ~~necessary~~are subject to ~~support~~a ~~our~~Securities ~~working~~and ~~capital~~Exchange ~~requirements.~~Commission Torule ~~the extent~~ that ~~funds~~imposes ~~generated~~special ~~from~~sales ~~operations~~practice ~~and~~requirements ~~any~~upon ~~private~~broker-dealers ~~placements,~~who ~~public~~sell ~~offerings~~such ~~and/or~~securities ~~bank~~to ~~financing~~persons ~~are~~other ~~insufficient,~~than weestablished ~~will~~customers ~~have~~or toaccredited ~~raise additional working capital~~investors. NoFor ~~assurance~~purposes ~~can~~of bethe ~~given~~rule, ~~that~~the ~~additional~~phrase ~~financing~~“accredited ~~will~~investors” ~~be available~~means, orin ifgeneral ~~available~~terms, ~~will~~institutions bewith onassets ~~terms~~in ~~acceptable~~excess toof ~~us.~~$5,000,000, Weor ~~have~~individuals ~~been~~having ~~reliant~~a onnet ~~our~~worth ~~majority~~in ~~shareholder~~excess toof ~~provide~~$1,000,000 ~~financial~~or ~~contributions~~having ~~and~~an ~~services~~annual toincome ~~keep~~that ~~the~~exceeds ~~company~~$200,000 ~~operating. We currently have no written~~ (or ~~oral~~that, ~~agreement~~when ~~from~~combined ~~our~~with ~~majority~~a ~~shareholder~~spouse’s toincome, ~~continue~~exceeds ~~to provide financial contributions~~$300,000).

~~Off~~For transactions covered by the rule, the broker-~~Balance~~dealer ~~Sheet~~must ~~Arrangements~~make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore.

WeIn ~~have~~addition, nothe ~~off-balance~~Securities ~~sheet~~and ~~arrangements~~Exchange ~~that~~Commission ~~have~~has oradopted ~~are~~a ~~reasonably~~number ~~likely~~of rules to ~~have~~regulate a“penny ~~current~~stocks.” orSuch ~~future~~rules ~~effect~~include onRules ~~our~~3a51-1, ~~financial~~15g-1, ~~condition~~15g-2, ~~changes~~15g-3, in15g-4, ~~financial~~15g-5, ~~condition~~15g-6, ~~revenues~~15g-7, orand ~~expenses,~~15g-9 ~~results~~under the Securities Exchange Act of ~~operations~~1934, ~~liquidity~~as amended. Because our securities constitute “penny stocks” within the meaning of the rules, ~~capital~~the ~~expenditures~~rules orwould ~~capital~~apply ~~resources~~to ~~that~~us isand ~~material~~to our securities. The rules may further affect the ability of owners of Shares to ~~stockholders~~sell our securities in any market that might develop for them.

~~Critical~~Shareholders ~~Accounting~~should ~~Policies~~be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

WeThe ~~prepare~~shares of our ~~financial~~common ~~statements~~stock inmay ~~conformity~~be ~~with~~thinly-traded ~~GAAP~~on OTC-Pink, ~~which~~meaning ~~requires~~that ~~management~~the tonumber ~~make~~of ~~certain~~persons ~~estimates~~interested ~~and~~in ~~assumptions~~purchasing ~~and~~our ~~apply~~shares ~~judgments.~~of Wecommon ~~base~~stock ~~our~~at ~~estimates~~or ~~and~~near ~~judgments~~ask onprices ~~historical~~at ~~experience,~~any ~~current~~given ~~trends~~time ~~and~~may ~~other~~be ~~factors~~relatively ~~that~~small ~~management~~or ~~believes~~non-existent. This situation is attributable to bea ~~important~~number atof ~~the~~factors, ~~time~~including the ~~financial~~fact ~~statements~~that we are ~~prepared~~a ~~and~~small ~~actual~~company ~~results~~which ~~could~~is ~~differ~~relatively ~~from~~unknown ~~our~~to ~~estimates~~stock analysts, stock brokers, institutional investors and ~~such~~others ~~differences~~in ~~could~~the beinvestment ~~material.~~community Wethat ~~have~~generate ~~identified~~or ~~below~~influence ~~the~~sales ~~critical~~volume, ~~accounting~~and ~~policies~~that ~~which~~even ~~are~~if ~~assumptions~~we ~~made~~came byto ~~management~~the ~~about~~attention ~~matters~~of ~~that~~such ~~are~~persons, ~~highly~~they ~~uncertain~~tend to be risk-averse and ~~that~~would ~~are~~be ofreluctant ~~critical~~to ~~importance~~follow inan unproven, early stage company such as ours or purchase or recommend the ~~presentation~~purchase of our ~~financial~~shares ~~position,~~of ~~results~~common ofstock ~~operations~~until ~~and~~such ~~cash~~time ~~flows.~~as ~~Due~~we tobecame ~~the~~more ~~need~~seasoned toand ~~make~~viable. ~~estimates~~As ~~about~~a ~~the~~consequence, ~~effect~~there may be periods of ~~matters~~several ~~that~~days ~~are~~or ~~inherently~~more ~~uncertain,~~when ~~materially~~trading ~~different~~activity ~~amounts~~in ~~could~~our beshares ~~reported~~of ~~under~~common ~~different~~stock ~~conditions~~is minimal or ~~using~~non-existent, ~~different~~as ~~assumptions.~~compared Onto a ~~regular~~seasoned ~~basis,~~issuer wewhich ~~review~~has ~~our~~a ~~critical~~large ~~accounting~~and ~~policies~~steady ~~and~~volume ~~how~~of ~~they~~trading ~~are~~activity ~~applied~~that inwill ~~the~~generally ~~preparation~~support ~~our~~continuous ~~financial~~sales ~~statements~~without an adverse effect on Securities price.

~~Use~~OUR STOCK WILL IN ALL LIKELIHOOD BE THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES. We cannot give you any assurance that a broader or more active public trading market for our shares of ~~Estimates~~Common Stock will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares of common stock at or near ask prices or at all if you need money or otherwise desire to liquidate your shares of common stock of our Company.

~~The~~11 ~~preparation~~Table 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.Contents

9OUR ~~Table~~SOLE OFFICER AND DIRECTOR MAY HAVE A CONFLICT OF INTEREST WITH THE MINORITY SHAREHOLDERS AT SOME TIME IN THE FUTURE. SINCE THE MAJORITY OF OUR SHARES OF COMMON STOCK ARE DEEMED TO BE OWNED BY OUR PRESIDENT/CHIEF EXECUTIVE OFFICER AND DIRECTOR, OUR OTHER STOCKHOLDERS MAY NOT BE ABLE TO INFLUENCE CONTROL OF THE COMPANY OR DECISION MAKING BY MANAGEMENT OF THE COMPANY. Our sole officer and director beneficially owns approximately 82% of ~~Contents~~our outstanding common stock. The interests of our officer and director may not be, at all times, the same as that of our other shareholders, he will have the ability to exert complete control over the affairs of the Company. Also, he will have the ability to control the outcome of most corporate actions requiring shareholder approval, including the sale of all or substantially all of our assets and amendments to our articles of incorporation. This concentration of ownership may also have the effect of delaying, deferring or preventing a change of control of us, which may be disadvantageous to minority shareholders.

~~Item~~RULE 7A144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE. ~~Quantitative~~All of the outstanding shares of common stock held by our present officers, directors, and ~~Qualitative~~affiliate ~~Disclosures~~stockholders ~~About~~are ~~Market~~“restricted ~~Risk~~securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted Shares, these Shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. We are registering all of our outstanding Shares so officers, directors and affiliates will be able to sell their Shares if this Registration Statement becomes effective. Rule 144 provides in essence that a person who has held restricted securities for one year may, under certain conditions, sell every three months, in brokerage transactions, a number of Shares that does not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of two years. A sale under Rule 144 or under any other exemption from the Act, may have a depressive effect upon the price of the common stock in any market that may develop.

AsTHE aPRICE ~~“smaller~~OF ~~reporting~~OUR ~~company”~~COMMON STOCK COULD BE HIGHLY VOLATILE. Our common stock will be subject to price volatility, welow ~~are~~volumes of trades and large spreads in bid and ask prices quoted by market makers. Due to the low volume of shares traded on any trading day, persons buying or selling in relatively small quantities may easily influence prices of our common stock. This low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not ~~required~~be able to ~~provide~~readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. If high spreads between the ~~information~~bid ~~required~~and byask ~~this~~prices ~~Item~~of our common stock exist at the time of a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. No assurance can be given that an active market in our common stock will develop or be sustained. If an active market does not develop, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTERESTS DUE TO THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK WHICH COULD BE MATERIALLY ADVERSE TO THE VALUE OF OUR COMMON STOCK. As of December 31, 2020, we had 5,664,989 shares of our Class A common stock, no shares of our Class B common stock and no shares of our Preferred Stock issued and outstanding. We are authorized to issue up to 1,000,000,000 shares of our Class A common stock, 200,000,000 of our Class B common stock and 50,000,000 shares of our Preferred Stock. Our Board of Directors may authorize the issuance of additional common or preferred shares under applicable state law without shareholder approval. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, future private placements of our securities for capital raising purposes or for other business purposes, including the satisfaction of outstanding debt to affiliates and others. Future sales of substantial amounts of our common stock, or the perception that sales could occur, could have a material adverse effect on the price of our common stock. If we need to raise additional capital, it may be necessary for us to issue additional equity or convertible debt securities. If we issue equity or convertible debt securities, the net tangible book value per share may decrease, the percentage ownership of our current stockholders may be diluted and such equity securities may have rights, preferences or privileges senior or more advantageous to our common stockholders.

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WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK. We do not anticipate paying any cash dividends on our common stock in the foreseeable future.

WE MAY BE UNSUCCESSFUL IN FINDING A MERGER THAT CAN BE ACCOMPLISHED WITH POSITIVE LONG-TERM RESULTS. The business of selecting and entering into a merger is fraught with all kinds of issues. For instance, the business may need capital that is never achieved, the management is not capable of carrying the business forward successfully, the business plan is ill conceived, and not executed, or competitive factors cause business failure. There are many other factors in addition to these, as may have been discussed above in “Risk Factors” which could cause our company to fail and the investors capital will be at risk.

FAILURE TO ACHIEVE AND MAINTAIN INTERNAL CONTROLS IN ACCORDANCE WITH SECTIONS 302 AND 404(A) OF THE SARBANES-OXLEY ACT OF 200 COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND STOCK PRICE. If we fail to maintain adequate internal controls or fail to implement required new or improved controls, as such control standards are modified, supplemented or amended from time to time, we may not be able to assert that we can conclude on an ongoing basis that we have effective internal controls over financial reporting. Effective internal controls are necessary for us to produce reliable financial reports and are important in the prevention of financial fraud. If we cannot produce reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and there could be a material adverse effect on our stock price.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its management at no charge and management of the Company determined it to be immaterial. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

Item 3. Legal Proceedings.

There are presently no pending legal proceedings to which the Company or any of its property is subject, or any material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities is a party or has a material interest adverse to the Company, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 4. Mine Safety Disclosures.

None.

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PART II

Market Information

Our Class A common stock currently trades on the OTC-Pink Market under the symbol “QIAN.” The stock is thinly traded.

Common Stock:

The Company is authorized by its Articles of Incorporation, as amended, to issue 1,000,000,000 shares of Class A common stock and 200,000,000 shares of Class B common stock. As of December 31, 2020, there were 214 holders of record of the Class A common stock and no holders of Class B common stock.

Preferred Stock:

Our Articles of Incorporation, as amended, authorize the issuance of up to 50,000,000 shares of Preferred Stock. The Company has not yet issued any of its Preferred Stock.

Dividend Policy

The Company has not declared or paid any cash dividends on its Common Stock and does not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its Common Stock or Preferred Stock. The issuance of any of our Common Stock or Preferred Stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

None.

Item 6. Selected Financial Data.

As a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, the Company is not required to provide this information.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion together with our financial statements and the related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from those we currently anticipate as a result of many factors.

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Forward Looking Statements

Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. You should read statements that contain these words carefully because they:

	●	discuss our future expectations;
	●	contain projections of our future results of operations or of our financial condition; and
	●	state other “forward-looking” information.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors.

COVID-19 Uncertainties

The COVID-19 pandemic could have an impact on our ability to obtain financing to fund our operations or to find a merger or combination candidate. The Company is unable to predict the ultimate impact at this time.

Plan of Operations

The Company is a shell company as defined in Rule 12b-2 of the Exchange Act. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:

(i)

filing Exchange Act reports, and

(ii)

investigating, analyzing and consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, the Company has $342 in cash. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however, there is no assurance of additional funding being available.

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Our management has not entered into any agreements with any party regarding a business combination. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

Table of Contents

We will not acquire or merge with any entity which cannot provide audited financial statements at or within a reasonable period of time after closing of the proposed transaction. We are subject to all the reporting requirements included in the Exchange Act. Included in these requirements is our duty to file audited financial statements as part of our Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as our audited financial statements included in our annual report on Form 10-K. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target business, the closing documents may provide that the proposed transaction will be voidable at the discretion of our present management.

A business combination with a target business will normally involve the transfer to the target business of the majority of our common stock, and the substitution by the target business of its own management and board of directors.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur 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.

We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses.

Results of Operations

The Company has not conducted any active operations and no revenue has been generated by the Company for the fiscal years ended December 31, 2020 and 2019. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, 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 continue its efforts to locate suitable acquisition candidates.

For the fiscal year ended December 31, 2020, the Company had a net loss of $62,939 which comprised of general and administrative ($5,927) and professional fees ($52,420) incurred in relation to the filing of the Company’s periodic and other reports with the Securities and Exchange Commission and interest expense ($4,592).

For the fiscal year ended December 31, 2019, the Company had a net loss of $3,385 which comprised of professional fees ($465) and interest expense ($2,920).

The $59,554 increase in net loss for the current year end was primarily due to increased professional fees ($51,955) relating to Company filings with the Securities and Exchange Commission, general and administrative ($5,927) and interest expense ($1,672).

Table of Contents

Liquidity and Capital Resources

As of December 31, 2020 and 2019, respectively, the Company had no assets.

As of December 31, 2020, the Company had $106,799 in current liabilities compared with $43,860 in current liabilities for the year ended December 31, 2019.

The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

	Years Ended
	December 31,
	2020			2019

Cash flows from operating activities:
Net loss	$	(62,939	)	$	(3,385	)
Adjustments to reconcile net loss to net cash used in operations:		-
Stockholder advances funding operations		66,148			-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(7,777	)		465
Accrued interest - related party		4,568			2,920
Net cash used in operating activities		-			-

Operating Activities

During the year ended December 31, 2020, the Company incurred a net loss of $62,939 which, after adjusting for stockholder advances of $66,148 and accrued interest of $4,568 and a decrease of $7,777 in accounts payable resulted in $0 net cash used in operating activities during the current year. By comparison, during the year ended December 31, 2019, the Company incurred a net loss of $3,385 which, after adjusting for $465 in accounts payable and $2,920 in accrued interest, resulted in $0 net cash used in operating activities during the prior year.

Our financial statements reflect the fact that we do not have any revenue to cover expenses. We are at present under-capitalized. The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Our auditors have issued a going concern opinion on our financial statements.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

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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. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Contractual Obligations

As a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, the Company is not required to provide this information.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, the Company is not required to provide this information.

Table of Contents

Item 8. Financial Statements and Supplementary Data.

~~The~~Audited ~~consolidated~~ financial statements ~~and~~begin ~~Reports~~on ~~of Independent Registered Public Accounting Firms are listed in~~ the ~~“Index~~following ~~to Consolidated Financial Statements” on~~ page ~~F-1~~of ~~and~~this ~~included on pages F-2 through F-10~~report.

~~Item~~QIANSUI 9.INTERNATIONAL ~~Changes~~GROUP inCo. ~~and~~Ltd.(Formerly ~~Disagreements~~Ariel ~~with~~Clean ~~Accountants~~Energy, onInc.) ~~Accounting~~INDEX ~~and~~TO ~~Financial~~FINANCIAL ~~Disclosure.~~STATEMENTS

None.

		Page

Reports of Independent Registered Public Accounting Firms		F-1

Balance Sheets at December 31, 2020 and 2019		F-3

Statements of Comprehensive Loss for the years ended December 31, 2020 and 2019		F-4

Statements of Stockholders’ Deficit for the years ended December 31, 2020 and 2019		F-5

Statements of Cash Flows for the years ended December 31, 2020 and 2019		F-6

Notes to the Financial Statements		F-7

~~Item~~19 ~~9A.~~Table ~~Controls~~of ~~and Procedures~~Contents

~~Evaluation~~REPORT ofOF ~~Disclosure~~INDEPENDENT ~~Controls~~REGISTERED ~~and~~PUBLIC ~~Procedures~~ACCOUNTING FIRM

WeTo ~~maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under~~ the ~~Exchange~~Board Act that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms, and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Management, with the participation of ~~our~~Directors ~~Chief~~andShareholders ~~Executive Officer and Chief Financial Officer, performed an evaluation~~ of ~~the~~Qiansui ~~effectiveness~~International ofGroup ~~our disclosure controls and procedures as of December 31, 2019~~Co. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of December 31, 2019, due to the material weaknesses and significant deficiencies discussed belowLtd.

~~Management’s~~Opinion ~~Annual Report~~ on ~~Internal~~the ~~Control over~~ Financial ~~Reporting~~Statements

~~Management~~We ishave ~~responsible~~audited ~~for~~the accompanying balance sheet of Qiansui International Group Co. Ltd. (formerly Ariel Clean Energy, Inc.) (the ~~preparation~~Company) as of ~~our~~December ~~financial~~31, ~~statements~~2020, and the related ~~information.~~statements ~~Management~~of ~~uses~~comprehensive ~~its~~loss, ~~best~~stockholders’ ~~judgment~~deficit, and cash flows for the year ended December 31, 2020, and the related notes (collectively referred to ~~ensure~~as ~~that~~the financial statements). In our opinion, the financial statements present fairly, in all material respects, ~~our~~the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with accounting principles generally accepted ~~accounting~~in ~~principles~~the United States of America.

~~Management~~Going is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.Concern

~~Our~~The ~~internal~~accompanying ~~control over~~ financial ~~reporting~~statements ~~includes~~have ~~policies~~been ~~and~~prepared ~~procedures~~assuming that: ~~(i)~~the ~~pertain~~Company towill ~~maintaining~~continue ~~records~~as ~~that,~~a going concern. As discussed in ~~reasonable~~Note ~~detail,~~1 ~~accurately~~to ~~and~~the ~~fairly~~financial ~~reflect~~statements, ~~our~~the ~~transactions;~~Company ~~(ii)~~has ~~provide~~not ~~reasonable~~generated ~~assurance~~revenues ~~that~~since ~~transactions~~inception, ~~are~~has ~~recorded~~incurred aslosses ~~necessary~~in ~~for~~developing ~~preparation~~its ofbusiness, ~~our~~and ~~financial~~further ~~statements~~losses inare ~~accordance~~anticipated. ~~with~~The ~~generally~~Company ~~accepted~~requires ~~accounting~~additional ~~principles~~funds ~~and~~to ~~that~~meets ~~the~~its ~~receipts~~obligations and ~~expenditures~~the costs of ~~company~~its ~~assets~~operations. ~~are~~These ~~made~~factors inraise ~~accordance~~substantial ~~with~~doubt ~~our~~about ~~management~~its ~~and~~ability ~~directors~~to ~~authorization;~~continue ~~and~~as ~~(iii)~~a ~~provide~~going ~~reasonable~~concern. ~~assurance~~Management’s ~~regarding~~plans ~~the~~in ~~prevention~~regard ofto orthese ~~timely~~matters ~~detection~~are ofalso ~~unauthorized~~described ~~acquisition,~~in ~~use~~Note or1. ~~disposition~~The offinancial ~~assets~~statements ~~that~~do ~~could~~not ~~have~~include aany ~~material~~adjustments ~~effect~~that onmight ~~our~~result ~~financial~~from ~~statements~~the outcome of this uncertainty.

10Basis ~~Table~~for ~~of Contents~~Opinion

~~Under~~These ~~the~~financial ~~supervision~~statements ofare ~~management,~~the ~~including~~responsibility ~~our~~of ~~Chief~~the ~~Executive~~Company’s ~~Officer~~management. ~~and~~Our ~~our~~responsibility ~~Chief~~is ~~Financial~~to ~~Officer,~~express ~~we conducted~~ an ~~evaluation~~opinion ofon the ~~effectiveness~~Company’s ~~of our internal control over~~ financial ~~reporting~~statements based on ~~the~~our ~~framework~~audit. inWe ~~Internal~~are ~~Control~~a -public ~~Integrated~~accounting ~~Framework~~firm ~~issued~~registered bywith the ~~Committee~~Public ofCompany ~~Sponsoring~~Accounting ~~Organizations~~Oversight ofBoard ~~the~~(United ~~Treadway~~States) ~~Commission~~ (~~2013 framework~~PCAOB) and ~~subsequent~~are ~~guidance~~required ~~prepared~~to bybe ~~the~~independent ~~Commission~~with ~~specifically~~respect ~~for~~to ~~smaller~~the ~~public~~Company ~~companies~~in asaccordance ofwith ~~December~~the ~~31, 2019~~U.S. ~~Based~~federal onsecurities ~~that~~laws ~~evaluation,~~and ~~our~~the ~~management~~applicable ~~concluded~~rules ~~that~~and ~~our~~regulations ~~internal control over financial reporting was not effective as~~ of ~~December~~the ~~31,~~Securities ~~2019,~~and ~~because~~Exchange itCommission ~~identified~~and the ~~following material weakness and significant deficiencies:~~PCAOB.

●We ~~Material~~conducted ~~Weakness~~our -audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company ~~did~~is not ~~maintain~~required ~~effective~~to ~~controls~~have, ~~over~~nor ~~certain~~were ~~aspects~~we engaged to perform, an audit of ~~the~~its internal control over financial reporting. ~~process~~As ~~because~~part of our audit, we ~~lacked~~are arequired ~~sufficient~~to ~~complement~~obtain an understanding of ~~personnel~~internal ~~with~~control aover ~~level~~financial ofreporting, ~~accounting~~but ~~expertise~~not ~~and~~for the purpose of expressing an ~~adequate~~opinion ~~supervisory~~on ~~review~~the ~~structure~~effectiveness ~~that~~of isthe ~~commensurate~~Company’s ~~with~~internal ~~our~~control over financial reporting ~~requirements~~. ●Accordingly, ~~Significant~~we ~~Deficiencies~~express -no ~~Inadequate~~such ~~segregation of duties~~opinion.

AOur ~~material~~audit ~~weakness~~included isperforming aprocedures ~~deficiency~~to orassess athe ~~combination~~risks of ~~deficiencies~~material inmisstatement ~~internal~~of ~~control~~the ~~over~~ financial ~~reporting~~statements, ~~such~~whether ~~that~~due ~~there~~to iserror aor ~~reasonable~~fraud, ~~possibility~~and performing procedures that respond to those risks. Such procedures included examining, on a ~~material~~test ~~misstatement~~basis, ofevidence regarding the ~~annual~~amounts orand ~~interim~~disclosures ~~consolidated~~in the financial statements. ~~will~~Our ~~not~~audit bealso ~~prevented~~included orevaluating ~~detected~~the onaccounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a ~~timely~~reasonable basis for our opinion.

We/s/ ~~expect~~Morison toCogen be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe mitigates the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.LLP

~~Our~~We ~~management,~~have ~~including~~served ~~our~~as Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the ~~objectives~~Company’s ofauditor ~~the~~since ~~control system are met~~2021. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

~~This~~Blue ~~annual~~Bell, report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to SEC rules that permit us to provide only management’s report on internal control over financial reporting in this annual report on Form 10-K.Pennsylvania

~~Changes~~September in23, ~~Internal Controls over Financial Reporting~~2021

~~There~~F-1 ~~have~~Table ~~been~~of no changes in our internal control over financial reporting during the quarter ended December 31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Contents

~~Item~~REPORT ~~9B.~~OF ~~Other~~INDEPENDENT ~~Information.~~REGISTERED PUBLIC ACCOUNTING FIRM

~~None~~To the shareholders and the board of directors of Ariel Clean Energy Inc.

11Opinion ~~Table~~on ofthe ~~Contents~~Financial Statements

~~PART~~We ~~III~~have audited the accompanying balance sheet of Ariel Clean Energy Inc. (the "Company") as of December 31, 2019, the related statements of operations, stockholders' deficit, and cash flows, for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Item~~Going ~~10. Directors, Executive Officers, and Corporate Governance.~~Concern

~~Set~~The ~~forth~~accompanying ~~below~~financial ~~are~~statements have been prepared assuming that the ~~names~~Company ~~and~~will ~~ages~~continue ofas ~~our~~a ~~current~~going ~~directors~~concern. ~~and~~As ~~executive~~discussed ~~officers~~in Note 1 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and ~~their~~further ~~principal~~losses ~~occupations~~are atanticipated. ~~present~~The Company requires additional funds to meet its obligations and ~~for~~the atcosts ~~least~~of its operations. These factors raise substantial doubt about the ~~past~~Company’s ~~five~~ability ~~years~~to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

Name		Age				Positions and Offices to be Held		Date Appointed Director
Delbert Seabrook			50			Chief Executive Officer and Director		July 7, 2014

Basis for Opinion

~~Our~~These ~~directors~~financial statements are ~~appointed for a one-year term to hold office until~~ the ~~next~~responsibility ~~annual general meeting~~ of ~~our~~the ~~shareholders~~Company's ~~or until removed from office in accordance with our bylaws~~management. Our ~~officers~~responsibility ~~are~~is ~~appointed~~to byexpress ~~our~~an ~~board~~opinion ofon ~~directors~~the ~~and~~Company's ~~hold~~financial ~~office~~statements ~~until~~based ~~removed~~on byour ~~the board~~audits. ~~All~~We ~~officers~~are ~~and~~a ~~directors~~public ~~listed~~accounting ~~above~~firm ~~will~~registered ~~remain~~with ~~in office until~~ the ~~next~~Public ~~annual~~Company ~~meeting~~Accounting ofOversight ~~our~~Board ~~stockholders,~~(United ~~and~~States) ~~until~~("PCAOB") ~~their successors have been duly elected~~ and ~~qualified.~~are ~~There~~required ~~are~~to nobe ~~agreements~~independent with respect to the ~~election~~Company ofin ~~Directors.~~accordance ~~Our~~with ~~Board~~the ofU.S. ~~Directors~~federal ~~appoints~~securities ~~officers~~laws ~~annually~~ and ~~each~~the ~~Executive~~applicable ~~Officer~~rules ~~serves~~and atregulations of the ~~discretion~~Securities ofand ~~our~~Exchange ~~Board~~Commission ofand ~~Directors~~the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The ~~following~~Company is anot ~~brief~~required ~~description~~to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the ~~background~~standards onof the PCAOB. As part of our ~~officers~~audits ~~and~~we ~~directors~~are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.

~~Delbert~~Our ~~Seabrook~~audits ~~has~~included ~~been~~performing aprocedures ~~Director~~to ofassess the ~~Company~~risks ~~since~~of ~~July~~material 7,misstatement ~~2014~~of ~~and~~ the ~~Chief~~financial ~~Executive Officer~~statements, ~~Chief~~whether ~~Financial~~due ~~Officer,~~to ~~Secretary~~error or fraud, and ~~Treasurer~~performing ofprocedures ~~the~~that ~~Company~~respond ~~since~~to ~~January~~those ~~10, 2019~~risks. ~~Mr.~~Such ~~Delbert~~procedures ~~Seabrook’s~~included ~~business~~examining, ~~experience~~on ~~began~~a ~~with~~test ~~his role as Managing Director of ASG Telecom~~basis, ~~(Alexander’s~~evidence ~~Group~~regarding ~~Telecommunications,~~the ~~Inc.)~~amounts aand ~~position~~disclosures hein ~~held~~the ~~from~~financial ~~2002-2014~~statements. ~~Mr.~~Our ~~Seabrook~~audits ~~owned~~also ~~his~~included ~~own~~evaluating ~~company~~the ~~(S.W.C.,~~accounting ~~Rogers~~principles ~~Canada)~~used ~~which~~and hesignificant ~~sold~~estimates inmade ~~2009.~~by ~~From 1994-Present~~management, ~~Mr.~~as ~~Seabrook~~well ~~has~~as ~~served~~evaluating asthe ~~CEO~~overall presentation of ~~Nexus~~the ~~BioFuel~~financial ~~Inc~~statements., aWe ~~company~~believe ~~focused~~that onour ~~chemical~~audits ~~solutions~~provide toa ~~break~~reasonable ~~down~~basis ~~waste~~for ~~products,~~our ~~and as the sole officer and director from 2018 – present~~opinion.

As/s/ ofDMCL the date of this filing, there has not been any material plan, contract or arrangement (whether or not written) to which any of our officers or directors are a party in connection with their appointments at Ariel Clean Energy, Inc.LLP

~~Employment~~DALE ~~Agreements~~MATHESON CARR-HILTON LABONTE LLP

WeCHARTERED ~~have~~PROFESSIONAL ~~no formal employment agreements with any of our directors or officers.~~ ACCOUNTANTS

~~Family~~We ~~Relationships~~have served as the Company’s auditor since 2018.

WeVancouver, ~~have only one officer and director.~~ Canada

~~Potential~~July ~~Conflicts~~6, ~~of Interest~~2020

WeF-2 ~~are~~Table ~~not aware~~ of ~~any conflicts of interest with our sole executive officer and director.~~Contents

~~Corporate~~QIANSUI ~~Governance~~INTERNATIONAL GROUP CO. LTD.

~~Our~~(Formerly ~~board~~Ariel ofClean ~~directors has not established any committees~~Energy, ~~including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function~~Inc. The functions of those committees are being undertaken by our board. Because we do not have any independent directors, our board believes that the establishment of committees of our board would not provide any benefits to our company and could be considered more form than substance.)

WeBalance do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our officer and director established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officer and director has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our board of directors.Sheets

Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our board will participate in the consideration of director nominees.

	December 31,			December 31,
	2020			2019
ASSETS
Current assets:
Cash	$	-		$	-

Total assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	4,784		$	12,561
Accrued interest - related party		11,528			6,960
Due to related party		14,427			24,339
Promissory note - related party		76,060			-
Total current liabilities		106,799			43,860

Total liabilities		106,799			43,860

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; 5,664,989 shares issued and outstanding		34			34
Common stock Class B: 200,000,000 authorized; $0.000006 par value; no shares issued and outstanding		-			-
Additional paid-in capital		177,084			177,084
Accumulated deficit		(283,917	)		(220,978	)
Total stockholders’ deficit		(106,799	)		(43,860	)
Total liabilities and stockholders’ deficit	$	-		$	-

12The ~~Table~~accompanying notes are an integral part of ~~Contents~~these financial statements.

AsF-3 ~~with~~Table most small, early stage companies, until such time as we adopt a business plan and further develop such plan, achieve a revenue base and have sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our board to include one or more independent directors, we intend to establish an audit committee of our board of directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent, and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our board.Contents

~~Involvement~~QIANSUI inINTERNATIONAL ~~Certain~~GROUP ~~Legal~~CO. ~~Proceedings~~LTD.

To(Formerly ~~the~~Ariel ~~best~~Clean ~~of our knowledge~~Energy, ~~none of our directors or executive officers has, during the past ten years:~~Inc.)

1.Statements been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 2. had any bankruptcy petition filed by or against the business or property of ~~the~~Comprehensive person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; 3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; 4. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.Loss

Code of Ethics

	Years Ended
	December 31,
	2020			2019
Operating expenses:
General and administrative	$	5,927		$	-
Professional fees		52,420			465
Total operating expenses		58,347			465

Loss from operations		(58,347	)		(465	)

Other expense:
Interest expense		(4,592	)		(2,920	)
Total other expense		(4,592	)		(2,920	)

Net loss before provision for income taxes		(62,939	)		(3,385	)

Income tax benefit		-			-

Net loss	$	(62,939	)	$	(3,385	)

Basic and dilutive net loss per common share	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		5,664,989			5,664,989

WeThe doaccompanying ~~not~~notes ~~currently~~are ~~anticipate~~an ~~adopting~~integral apart ~~code~~ of ~~ethics,~~these ~~due~~financial ~~to our limited number of executive officers, and the fact that we have not commenced any material business operations~~statements. ~~We anticipate that we will not adopt a code of ethics until we have commenced material business operations, or have increased the number of our executive officers.~~

~~Board~~F-4 ~~and~~Table ~~Committee~~of ~~Meetings~~Contents

~~Our~~QIANSUI ~~board~~INTERNATIONAL ofGROUP ~~directors currently consists of one member, Delbert Seabrook~~CO. ~~Our board of directors held one formal meeting during the year ended December 31, 2019~~LTD. Until we develop a more comprehensive board of directors, we anticipate that all proceedings will be conducted by resolutions to which all of the directors consent in writing, and filed with the minutes of the proceedings of the directors. Such resolutions are valid and effective as if they had been passed at a meeting of the directors duly called and held.

13(Formerly ~~Table~~Ariel ofClean ~~Contents~~Energy, Inc.)

~~Nomination~~Statements ~~Process~~of Stockholders’ Deficit

AsFor ~~of December 31, 2019, we did not effect any material changes to~~ the ~~procedures~~Years byEnded ~~which~~December our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board31, ~~they~~2020 ~~may~~and ~~do so by sending communications to the president of our company at the address on the cover of this annual report.~~2019

Audit Committee

	Preferred Stock				Common Stock				Additional Paid in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balance - December 31, 2018		-	$	-		5,664,989	$	34	$	177,084	$	(217,593	)	$	(40,475	)
Net loss		-		-		-		-		-		(3,385	)		(3,385	)
Balance - December 31, 2019		-		-		5,664,989		34		177,084		(220,978	)	$	(43,860	)
Net loss		-		-		-		-		-		(62,939	)		(62,939	)
Balance - December 31, 2020		-	$	-		5,664,989	$	34	$	177,084	$	(283,917	)	$	(106,799	)

~~Currently~~The ~~our~~accompanying ~~audit~~notes ~~committee~~are ~~consists~~an ofintegral ~~our~~part ~~entire board~~ of ~~directors.~~these Wefinancial ~~do not have a standing audit committee as we currently have limited working capital and no revenues~~statements. ~~Should we be able to raise sufficient funding to execute our business plan, we will form an audit, compensation committee and other applicable committees utilizing our directors’ expertise.~~

~~Audit~~F-5 ~~Committee~~Table ~~Financial~~of ~~Expert~~Contents

~~Currently~~QIANSUI ~~our~~INTERNATIONAL ~~audit~~GROUP ~~committee consists of our entire board of directors~~CO. ~~We do not currently have a director who is qualified to act as the head of the audit committee~~LTD.

~~Compliance with Section 16~~(A)Formerly ofAriel ~~the~~Clean ~~Securities~~Energy, ~~Exchange Act of 1934~~Inc.)

~~Section~~Statements ~~16(a)~~ of ~~the~~Cash Exchange Act requires the Company’s executive officers, directors and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock. Such officers, directors and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file with the SEC.Flows

Based solely on a review of the copies of such forms that were received by the Company, or written representations from certain reporting persons that no Form 5s were required for those persons, the Company is aware that certain Form 3s have not been filed showing indirect ownership, and a Form 4 has not been filed showing disposition of securities.

	Years Ended
	December 31,
	2020			2019

Cash flows from operating activities:
Net loss	$	(62,939	)	$	(3,385	)
Adjustments to reconcile net loss to net cash used in operations:		-
Stockholder advances funding operations		66,148			-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(7,777	)		465
Accrued interest - related party		4,568			2,920
Net cash used in operating activities		-			-

Net change in cash		-			-
Cash at beginning of year		-			-
Cash at end of year	$	-		$	-

Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Supplemental Disclosure of Non-Cash Financing Activity
Issuance of promissory note - related party for settlement of due to related party	$	76,060		$	-

~~Item~~The ~~11.~~accompanying ~~Executive~~notes ~~Compensation.~~are an integral part of these financial statements

~~The~~F-6 ~~following~~Table table sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended December 31, 2019 to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, 2019 and (ii) all individuals that served as executive officers of ours at any time during the fiscal year ended December 31, 2019 that received annual compensation during the fiscal year ended December 31, 2019 in excess of $100,000. Except as disclosed in the following table, none of our executive officers received annual compensation during the fiscal year ended December 31, 2019 in excess of $100,000.Contents

SUMMARY COMPENSATION TABLE
Name and Principal Position	Fiscal Year ended December 31,	Salary($)		Bonus($)		Stock Awards($)		Option Awards($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings($)		AllOther Compensation($)		Total($)
Delbert Seabrook(1) President, CEO, CFO,	2019		0		0		0		0		0		0		0		0
Secretary, Treasurer, Vice President and Director	2018		0		0		0		0		0		0		0		0
Robert Morrison(2) President, CEO, CFO,	2018		0		0		0		0		0		0		0		0
Secretary Treasurer and Director

QIANSUI INTERNATIONAL GROUP CO. LTD.

~~_________~~(Formerly Ariel Clean Energy, Inc.)

(1)	Delbert Seabrook has served as our Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer from January 10, 2019, through the present. Mr. Seabrook served as our Vice President from July 7, 2014 through January 10, 2019.
(2)	Robert Morrison resigned all his positions with the Company on November 28, 2018.

NOTES TO THE FINANCIAL STATEMENTS

14DECEMBER ~~Table~~31, of2020 ~~Contents~~AND 2019

~~Employment~~NOTE ~~Agreements~~1 ~~with~~– ~~Executive~~ORGANIZATION, ~~Officers~~DESCRIPTION OF BUSINESS, AND GOING CONCERN

AtQiansui ~~this~~International ~~time~~Group, weCo, doLtd. ~~not~~(“Qiansui” ~~have~~or ~~any~~“the ~~written~~Company”) ~~employment~~began ~~agreement~~its orexistence ~~other~~as ~~formal~~the ~~compensation~~Pacific ~~agreements~~Development ~~with~~Corporation ~~our~~which ~~officer~~was incorporated under the laws of the State of Colorado on September 21, 1992. On May 23, 2000, though a re-incorporation, the Company and ~~director~~Cheshire Holdings Inc. ~~Compensation~~were ~~arrangements~~merged ~~are~~into a single corporation existing under the ~~subject~~laws of ~~ongoing~~the ~~development~~State ~~and~~of weDelaware. ~~will~~Effective ~~make~~January ~~appropriate~~14, ~~additional~~2021, ~~disclosures~~the asCompany ~~they~~changed ~~are~~its ~~further~~name ~~developed~~to from Ariel Clean Energy Inc. to Qiansui International Group Co. Ltd. On that same date, the Company effected a reverse split of our outstanding Class A common stock at a ratio of one (1) post -split share for each twenty (20) pre-split shares. All shares in these financial statements and ~~formalized~~notes retroactively reflect this reverse stock split.

~~Outstanding~~The ~~Equity~~Company ~~Awards~~is atcurrently ~~December~~a 31shell company as defined in Rule 405 of the Securities Act, ~~2019~~and is seeking new business opportunities with established business entities for merger with or acquisition of a target business.

AtChange ~~this~~of ~~time, we do not have any outstanding equity awards and do not have any equity incentive, option or similar plans.~~Control

~~Item~~Effective ~~12.~~September ~~Security~~30, ~~Ownership~~2020, a change of ~~Certain~~control ~~Beneficial~~occurred ~~Owners~~with respect to the Company. Pursuant to a Securities Purchase Agreement (“Agreement”) dated September 30, 2020 by and ~~Management~~among Mr. Yu Yang, an individual, as Buyer, Nexus BioFuel, Inc., a British Columbia corporation (“Nexus BioFuel”) and ~~Related~~SeaMorri ~~Stockholder~~Financial ~~Matters~~Partners, LLC, a Texas limited liability company, as “Sellers” and the Company, Mr. Yang acquired all of the shares of Class A common stock of the Sellers, totaling 4,676,448 (post-split) shares of common stock (“Acquired Shares”). In addition, at closing, Nexus BioFuel assigned to Mr. Yang certain loans in favor of Nexus BioFuel from the Company totaling $85,229 (principal of $76,060 and accrued interest of $9,169).

The ~~following~~Acquired ~~table~~Shares ~~sets~~represent ~~forth,~~82.55% as of ~~July 1, 2020, certain information with respect to~~ the ~~beneficial~~total ~~ownership~~issued ~~of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors~~ and ~~executive~~outstanding ~~officers~~Class asA ~~a group. Each person has sole voting and investment power with respect to the shares of~~ common stock, ~~except as otherwise indicated. Beneficial ownership consists~~ of ~~a direct interest in~~ the ~~shares of common stock, except as otherwise indicated~~Company.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage ofClass(1)
Delbert Seabrook(2) 25 Broadway 9th Floor, New York NY 10004	93,531,000 Common Shares Indirect Ownership		82.55	%
Directors and Executive Officers as a Group	93,531,000 Common Shares		82.55	%
SeaMorri Financial Partners, LLC1332 North Halsted St., Suite 100, Chicago, IL 60642	80,000,000 Common Shares Direct Ownership		70.61	%
Nexus Biofuel Inc.PO Box 2123 Station RKelowna, BC V1K 4K5	13,531,000 Common Shares Direct Ownership		11.94	%

Going concern and Liquidity Considerations

~~____________~~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. Currently, the Company does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has an accumulated deficit of $283,917. The Company will be dependent upon the raising of additional capital through placement of 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.

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 1, 2020. As of July 1, 2020 there were 113,296,421 shares of our company’s common stock issued and outstanding.

(2)

Represents shares of common stock owned by SeaMorri Financial Partners LLC and Nexus Biofuel Inc. Delbert Seabrook is deemed the indirect beneficial owner of these shares of common stock since he has voting and investment control over the shares.

The officers and directors have committed to advancing certain operating costs of the Company, including compliance costs for being a public company.

15NOTE ~~Table~~2 of- ~~Contents~~SIGNIFICANT ACCOUNTING POLICIES

~~Policy~~Basis ~~Regarding~~of ~~Transactions with Related Persons~~Presentation

WeThe dofinancial ~~not~~statements ~~have~~and arelated ~~formal,~~disclosures ~~written~~have ~~policy~~been ~~for~~prepared ~~the~~pursuant ~~review,~~to ~~approval~~the orrules ~~ratification of transactions between us~~ and ~~any~~regulations ~~director or executive officer, nominee for director, 5% stockholder or member~~ of the ~~immediate~~Securities ~~family~~and ofExchange ~~any~~Commission ~~such person that are required to be disclosed under Item 404~~(a“SEC”) ~~of Regulation S-K~~. ~~However,~~The ~~our~~financial ~~policy~~statements ishave ~~that~~been ~~any~~prepared ~~activities,~~using ~~investments~~the oraccrual ~~associations~~basis of aaccounting ~~director~~in oraccordance ~~officer~~with ~~that~~Generally ~~create,~~Accepted orAccounting ~~would~~Principles ~~appear~~(“GAAP”) toof ~~create, a conflict between~~ the ~~personal~~United ~~interests of such person and our interests must be assessed by our Chief Executive Officer and must be at arms’ length~~States.

~~Item~~F-7 ~~13.~~Table ~~Certain~~of ~~Relationships and Related Transactions, and Director Independence.~~Contents

~~Except~~Use ~~as disclosed herein, no director, executive officer, shareholder holding at least 5%~~ of ~~shares~~Estimates ofand our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended December 31, 2019, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.Assumptions

~~Note~~The ~~Payable~~preparation of financial statements in conformity with GAAP 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~During~~Fair ~~the~~Value ~~years ended December 31, 2019 and 2018, a corporation controlled by the Company's officer paid operating expenses totaling $0 and $4,364, respectively on behalf~~ of ~~the~~Financial ~~Company. Unpaid balances are due on demand and accrue an annual interest rate of 12%.~~Instruments

~~Note~~As ~~payable~~required by the Fair Value Measurements and ~~accrued~~Disclosures ~~interest~~Topic atof ~~December~~the 31Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”), ~~2019~~fair ~~and~~value ~~2018~~is ~~consist~~measured ofbased on a three-tier fair value hierarchy, which prioritizes the ~~following~~inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company does not have any financial instruments subject to fair value measurements.

	December 31,		December 31,
	2019		2018
Note payable	$	24,339	$	24,339
Accrued interest	$	6,960	$	4,040

The Company’s financial instruments consist primarily of accounts payable and accrued expenses, and related party loans and accrued interest. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and interest rates that approximate market interest rates for similar instruments.

~~For~~Concentrations ~~the~~of ~~years~~Credit ~~ended December 31, 2019 and 2018, interest expense was $2,920 and $2,799, respectively.~~ Risks

~~Director~~The ~~Independence~~Company’s financial instruments are not exposed to concentrations of credit risk.

WeRelated ~~currently act with one director, Delbert Seabrook.~~Parties

WeThe ~~have~~Company ~~determined~~follows ~~that~~FASB weASC do850, ~~not~~“Related ~~have~~Party ~~an independent director~~Disclosures,” asfor ~~that~~the ~~term~~identification ~~is used in Rule 4200(a)(15)~~ of ~~the~~related ~~Rules~~parties ofand ~~National~~disclosure ~~Association~~ of ~~Securities~~related ~~Dealers~~party transactions.

~~Currently~~Income our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.Taxes

~~From~~The ~~inception~~Company toaccounts ~~present~~for ~~date~~income taxes using the asset and liability method in accordance with FASB ASC 740, we“Accounting ~~believe~~for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the ~~members~~expected future tax consequences of ~~our~~temporary ~~audit~~differences ~~committee~~between the financial reporting and ~~the~~tax ~~board~~bases of ~~directors~~assets ~~have~~and ~~been~~liabilities and ~~are~~for ~~collectively~~operating ~~capable~~loss ofand ~~analyzing~~tax credit carry forwards. Deferred tax assets and ~~evaluating~~liabilities ~~our~~are ~~financial~~measured ~~statements~~using the currently enacted tax rates and ~~understanding~~laws ~~internal~~that ~~controls~~will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As at December 31, 2020 and ~~procedures~~2019, ~~for~~the ~~financial~~Company ~~reporting~~did not have any amounts recorded pertaining to uncertain tax positions.

16Basic ~~Table~~and ofDiluted ~~Contents~~Net Loss per Share

~~Item~~The 14Company computes loss per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. ~~Principal~~Basic ~~Accounting~~loss ~~Fees~~per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2020, and ~~Services~~2019, as there are no potential shares outstanding that would have a dilutive effect.

~~The~~Recently ~~following~~Issued ~~table~~Accounting ~~shows the fees that were billed for the audit and other services provided by our principal auditor, for the periods presented, as follows:~~ Pronouncements

	Fiscal Year Ended
	December 31,2019		December 31,2018
Audit Fees	$	10,100	$	10,100
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	10,100	$	10,100

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

~~Audit Fees~~ F-8 ~~This~~Table ~~category includes the audit~~ of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.Contents

~~Audit-Related~~NOTE ~~Fees~~3 - ~~This~~STOCKHOLDERS’ category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.EQUITY

~~Tax~~The ~~Fees~~capitalization -of ~~This~~the ~~category~~Company consists of ~~professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for~~ the ~~fees~~following ~~disclosed~~classes ~~under~~of ~~this~~capital ~~category include tax return preparation and technical tax advice.~~stock:

~~All~~Preferred ~~Other~~Stock ~~Fees - This category consists of fees for other miscellaneous items.~~

~~Our~~The ~~Board~~authorized ofpreferred ~~Directors~~stock ~~has~~consists ~~adopted a procedure for pre-approval~~ of ~~all~~50,000,000 ~~fees~~shares ~~charged~~with bya ~~our~~per ~~independent~~share ~~registered~~par ~~public~~value ~~accounting~~of ~~firm~~$0.000006. ~~Under~~Any ~~the~~series ~~procedure,~~of ~~the~~new ~~Board~~preferred ~~approves~~stock ~~the~~may ~~engagement~~be ~~letter~~designated, ~~with respect to audit~~fixed, ~~tax~~ and ~~review~~determined ~~services.~~as ~~Other~~provided ~~fees are subject to pre-approval~~ by the ~~Board,~~board of directors or, inby the ~~period~~affirmative ~~between~~vote ~~meetings,~~of by a ~~designated~~majority ~~member~~ of the ~~Board.~~voting ~~Any~~power ~~such~~of ~~approval~~all by the ~~designated~~then ~~member~~outstanding isshares ~~disclosed~~of toClass ~~the~~B ~~entire~~Common ~~Board at the next meeting~~Stock.

17No ~~Table~~preferred ofstock ~~Contents~~was issued or outstanding as at December 31, 2020 and 2019.

~~PART~~Common IVStock

~~Item~~January ~~15.~~14, ~~Exhibits~~2021, ~~Financial~~the ~~Statement~~Company ~~Schedules~~effected a reverse split of our outstanding Class A common stock at a ratio of one (1) post -split share for each twenty (20) pre-split shares. All shares in these financial statements and notes retroactively reflect this reverse stock split.

~~(a)~~Class 1.A ~~Financial Statements~~

The ~~consolidated~~authorized ~~financial~~common ~~statements~~stock ~~and~~consists ~~Report~~of 1,000,000,000 shares of ~~Independent~~Class ~~Registered~~A ~~Public~~Common ~~Accounting~~Stock ~~Firm~~at ~~are~~a ~~listed~~par invalue ~~the~~of ~~“Index~~$0.000006 per share. Each share of Class A common stock is entitled to ~~Consolidated~~one ~~Financial~~vote. ~~Statements”~~The onnumber ~~page~~of ~~F-1~~authorized ~~and~~shares ~~included~~of onClass ~~pages~~A ~~F-2~~common ~~through~~stock ~~F-10~~may be increased or decreased (but not below the number of shares outstanding) by the affirmative vote of the holders of capital stock representing a majority of the voting power of the outstanding shares of capital stock of the company entitled to vote.

2.There ~~Financial~~were ~~Statement~~5,664,989 ~~Schedules~~shares of Class A common stock issued and outstanding at December 31, 2020 and 2019, respectively.

~~All~~Class schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.B

3The authorized common stock consists of 200,000,000 shares of Class B Common Stock, $0.000006 ~~Exhibits~~par value per share. Each share of Class B of Common Stock is entitled to 10 votes. The number of authorized shares of Class B common stock may be increased or decreased (but not below the number of shares outstanding) by the affirmative vote of the holders of capital stock representing a majority of the voting power of the outstanding shares of capital stock of the company entitled to vote.

ExhibitNumber	Description	Incorporated By Reference
		Form	Exhibit	Filing Date
(3)	Articles of Incorporation and Bylaws
3.1	Merger Agreement	8-K	2.1	11/02/2012
3.2	Articles of Incorporation	10-12G	3.1	10/15/2010
3.3	Restated Articles of Incorporation	8-K	3.1	11/02/2012
3.4	By-Laws	10-12G	3.2	10/15/2010
3.5	Restated Bylaws	8-K	3.2	11/02/2012
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1**	Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting 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

There was no Class B Common Stock issued or outstanding as at December 31, 2020 and 2019.

~~_________~~NOTE 4 - INCOME TAXES

*The ~~Filed~~Company ~~herewith~~follows FASB ASC 740-10-10 whereby an entity recognizes deferred tax assets and liabilities for future tax consequences or events that have been previously recognized in the Company’s financial statements or tax returns. The measurement of deferred tax assets and liabilities is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not anticipated. The Company does not conduct business in Delaware and is not required to file a Delaware corporate income tax return, thus, there is no state income tax provision (benefit) or state deferred assets or liabilities.

**F-9 ~~Furnished~~Table ~~herewith~~of Contents

18The ~~Table~~income tax (benefit) provision consists of ~~Contents~~the following:

SIGNATURE

	Year Ended
	December 31,
	2020			2019
Loss before income tax	$	(62,939	)	$	(3,385	)
Tax rate		21	%		21	%

Income tax expense (benefit) at statutory rate		(13,217	)		(711	)
Change in valuation allowance		13,217			711
Income tax expense (benefit)	$	-		$	-

~~Pursuant~~Deferred totaxes reflect the ~~requirements~~net tax effect of ~~the~~temporary ~~Securities~~differences ~~Exchange~~between ~~Act~~the carrying amounts of ~~1934,~~assets ~~the~~and ~~registrant~~liabilities ~~has~~for ~~duly~~financial ~~caused~~reporting ~~this~~purposes ~~report~~and tothe beamounts ~~signed~~recorded onfor ~~its~~tax ~~behalf~~purposes. bySignificant components of the ~~undersigned~~Company’s ~~hereunto~~deferred ~~duly~~tax ~~authorized.~~assets and liabilities are as follows:

	ARIEL CLEAN ENERGY, INC.
	As of December 31,
	(Registrant)
	2020			2019
Dated: July 6, 2020	/s/ Delbert Seabrook
NOL Carryover		58,911			45,694
	Delbert Seabrook
Valuation allowance		(58,911	)		(45,694	)
	Chief Executive Officer
Net deferred tax asset	$	-		$	-

~~Pursuant~~The toreconciliation ~~the requirements~~ of the ~~Securities~~effective ~~Exchange~~income ~~Act~~tax ofrate ~~1934,~~to ~~this report has been signed below by~~ the ~~following~~U.S. ~~persons~~federal onstatutory ~~behalf~~rate as of ~~the~~December ~~registrant~~31, ~~and~~2020 ~~in the capacities~~ and ~~on the dates indicated.~~2019:

Dated: July 6, 2020	/s/ Delbert Seabrook
	As of December 31,
	Delbert Seabrook
	2020			2019
	Chief Executive Officer, Chief Financial Officer and Director
Federal income tax rate		21	%		21	%
	(principal executive officer, principal financial and accounting officer)
Increase in valuation allowance	(21		%)	(21		%)
Effective income tax rate		0.0	%		0.0	%

19At ~~Table~~December 31, 2020, the Company had $280,000 of ~~Contents~~the U.S. net operating losses (the “U.S. NOLs”), which begin to expire beginning in 2033. NOLs generated in tax years prior to December 31, 2018, can be carryforward for twenty years, whereas NOLs generated after December 31, 2018 can be carryforward indefinitely.

~~ARIEL~~The ~~CLEAN~~Company ~~ENERGY~~assesses the likelihood that deferred tax assets will not be realized. FASB ASC Topic 740, ~~INC~~“Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized.~~INDEX~~ TOA ~~FINANCIAL~~review ~~STATEMENTS~~of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance as of December 31, 2020 and 2019.

	Page
Report of Independent Registered Public Accounting Firm		F-1
Balance Sheets at December 31, 2019 and 2018		F-2
Statements of Operations for the years ended December 31, 2019 and 2018		F-3
Statements of Stockholders’ Deficit for the years ended December 31, 2019 and 2018		F-4
Statements of Cash Flows for the years ended December 31, 2019 and 2018		F-5
Notes to the Financial Statements		F-6

The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of January 1, 2020, the Company had no unrecognized tax benefits and no charge during 2020, and accordingly, the Company did not recognize any interest or penalties during 2020 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2020.

~~F-1~~The Company has not completed its evaluation of NOL utilization limitation under IRC Section 382, change of ownership rules, but believes that it had a change of ownership that would limit the amount of U.S. NOLs that could be utilized each year based on the “Internal Revenue Code, as Amended.”

~~REPORT~~The OFlast ~~INDEPENDENT~~year ~~REGISTERED~~that ~~PUBLIC~~the ~~ACCOUNTING~~Company ~~FIRM~~filed it's income tax returns was for the tax year ended December 31, 2019. The Company’s tax returns are subject to examination by tax authorities beginning with the year ended December 31, 2016.

ToF-10 ~~the~~Table ~~shareholders and the board~~ of ~~directors of Ariel Clean Energy Inc.~~ Contents

~~Opinion~~NOTE on5 ~~the~~- ~~Financial~~RELATED-PARTY ~~Statements~~TRANSACTIONS

WeLoan have audited the accompanying balance sheets of Ariel Clean Energy Inc. (the “Company”) as of December 31, 2019 and 2018, the related statements of operations, stockholders’ deficit, and cash flows, for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.Payable

~~Going~~(i) ~~Concern~~During the years ended December 31, 2020, and 2019, a corporation controlled by the Company’s former officer paid operating expenses totaling $51,721 and $0, respectively on behalf of the Company. Unpaid balances are due on demand and accrue an annual interest rate of 12%. For the years ended December 31, 2020 and 2019, the Company accrued interest of $2,209 and $2,920, respectively. On September 30, 2020, pursuant to the change of control (see Note 1), a corporation controlled by the Company’s former officer assigned to Mr. Yang all of its rights, titles and interests in and to certain loans made by it to the Company totaling $85,229 (principal of $76,060 and accrued interest of $9,169). (ii) During the year ended December 31, 2020, a corporation controlled by the Company’s officer paid operating expenses totaling $14,427 on behalf of the Company. The loan was unsecured, non-interest bearing and due on demand. (iii) As of December 31, 2020, and 2019, the Company recorded amounts due to related party of $14,427 and $24,339 and accrued interest of $0 and $6,960, respectively. These amounts exclude the promissory note discussed below.

~~The~~Promissory accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertaintynote

~~Basis~~On September 30, 2020, pursuant to the change of control (see Note1), the Company issued a promissory note to Mr. Yang, the majority shareholder and sole officer and director of the Company, for ~~Opinion~~principal of $76,060 and accrued interest of $9,169. The amount was originally due to a corporation controlled by the Company’s former officer of the Company. The promissory note is payable on demand and accrue an annual interest rate of 12%. For the year ended December 31, 2020, the Company accrued interest of $2,358.

~~These~~F-11 ~~financial~~Table ~~statements are the responsibility~~ of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Contents

WeItem ~~conducted~~9. ~~our~~Changes ~~audits~~ in ~~accordance with the standards of the PCAOB. Those standards require that we plan~~ and ~~perform~~Disagreements the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with ~~the~~Accountants ~~standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion~~ on ~~the~~Accounting ~~effectiveness~~and ofFinancial ~~the Company’s internal control over financial reporting~~Disclosure. ~~Accordingly, we express no such opinion in accordance with the standards of the PCAOB.~~

~~Our~~There ~~audits~~are ~~included~~not ~~performing~~and ~~procedures~~have tonot ~~assess~~been ~~the~~any ~~risks~~disagreements ofbetween ~~material misstatement of~~ the ~~financial~~Company ~~statements, whether due to error or fraud,~~ and ~~performing~~its ~~procedures~~accountants ~~that respond to those risks. Such procedures included examining,~~ on aany ~~test~~matter ~~basis,~~of ~~evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the~~ accounting principles ~~used and significant estimates made by management~~, aspractices ~~well~~or ~~as evaluating the overall presentation of the~~ financial ~~statements.~~statement ~~We believe that our audits provide a reasonable basis for our opinion~~disclosure.

~~/s/~~Item ~~DMCL~~9A. ~~LLP~~Controls and Procedures.

~~DALE~~Evaluation ~~MATHESON~~of ~~CARR-HILTON~~Disclosure ~~LABONTE~~Controls ~~LLP~~and Procedures

~~CHARTERED~~In ~~PROFESSIONAL~~connection ~~ACCOUNTANTS~~with the preparation of this annual report, an evaluation was carried out by the Company’s management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act (“Exchange Act”) as of December 31, 2020. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

WeBased ~~have~~on ~~served~~that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s ~~auditor~~disclosure ~~since~~controls ~~2018~~and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was not accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

~~Vancouver,~~Management’s ~~Canada~~Report on Internal Control over Financial Reporting

~~July~~The 6management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, ~~2020~~under the supervision of the principal executive officer and the principal financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

~~F-2~~● ~~Table~~Pertain to the maintenance of ~~Contents~~records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;

~~ARIEL~~● ~~CLEAN~~Provide ~~ENERGY~~reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, ~~INC.~~and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and

~~Balance~~● ~~Sheets~~Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

	December 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	$	12,561		$	12,096
Accrued interest - related party		6,960			4,040
Note payable - related party		24,339			24,339
Total current liabilities		43,860			40,475
Total liabilities		43,860			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		(220,978	)		(217,593	)
Total shareholders’ deficit		(43,860	)		(40,475	)
Total liabilities and shareholders’ deficit	$	-		$	-

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The ~~accompanying~~Company’s ~~notes~~management ~~are~~conducted an ~~integral~~assessment ~~part~~of the effectiveness of ~~these~~our internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013), which assessment identified material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal control over financial reporting did identify a material weakness, management considers its internal control over financial reporting to be ineffective.

~~F-3~~20 Table of Contents

~~ARIEL~~Management ~~CLEAN~~has ~~ENERGY,~~concluded ~~INC.~~that our internal control over financial reporting had the following material deficiencies:

~~Statements~~● We were unable to maintain segregation of ~~Operations~~duties within our business operations due to our reliance on a single individual fulfilling the role of sole officer and director. ● Lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures.

	Year Ended
	December 31,
	2019			2018
Operating expenses:
General and administrative	$	-		$	3,404
Professional fees		465			15,121
Total operating expenses		465			18,525
Loss from operations		(465	)		(18,525	)
Other expense:
Interest expense		(2,920	)		(2,799	)
Total other expense		(2,920	)		(2,799	)
Net loss	$	(3,385	)	$	(21,324	)
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

While these control deficiencies did not result in any audit adjustments to our 2020 interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. Accordingly, we have determined that this control deficiency constitutes a material weakness.

~~The~~To ~~accompanying~~the ~~notes~~extent ~~are~~reasonably anpossible, ~~integral~~given ~~part~~our limited resources, our goal is, upon consummation of ~~these~~a merger with a private operating company, to separate the responsibilities of principal executive officer and principal financial ~~statements~~officer, intending to rely on two or more individuals. We will also seek to expand our current board of directors to include additional individuals willing to perform directorial functions. Since the recited remedial actions will require that we hire or engage additional personnel, this material weakness may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.

~~F-4~~This ~~Table~~annual report does not include an attestation report of ~~Contents~~our registered public accounting firm regarding our internal controls over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act that permit us to provide only management’s report in this annual report.

~~ARIEL~~Changes ~~CLEAN~~in ~~ENERGY,~~Internal ~~INC.~~Controls over Financial Reporting

~~Statements~~During ofthe ~~Stockholders’~~year ~~Deficit~~ended December 31, 2020, other than the change in ownership, there has been no change in internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

~~For~~Item ~~the~~9B. ~~Years~~Other ~~Ended December 31, 2019 and 2018~~Information.

	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		-		-		-		-		-		(21,324	)		(21,324	)
Balance - December 31, 2018		-	$	-		113,296,421	$	680	$	176,438	$	(217,593	)	$	(40,475	)
Net loss		-		-		-		-		-		(3,385	)		(3,385	)
Balance - December 31, 2019		-	$	-		113,296,421	$	680	$	176,438	$	(220,978	)	$	(43,860	)

None

~~The~~21 ~~accompanying~~Table ~~notes are an integral part~~ of ~~these financial statements.~~Contents

~~F-5~~PART ~~Table of Contents~~III

~~ARIEL~~Item ~~CLEAN~~10. ~~ENERGY~~Directors, ~~INC~~Executive Officers and Corporate Governance.

~~Statements~~The offollowing ~~Cash~~table ~~Flows~~sets forth certain information concerning our officers and directors.

	Year Ended
Name	Age		Position
	December 31,
Yu Yang	39		President, CEO and Director
	2019			2018
Cash flows from operating activities:
Net loss	$	(3,385	)	$	(21,324	)
Changes in operating assets and liabilities:
Prepaid expenses		-			3,333
Accounts payable and accrued expenses		465			10,828
Notes payable - related party		-			4,364
Accrued interest - related party		2,920			2,799
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	$	-		$	4,364

~~The~~Management ~~accompanying~~and ~~notes~~Director ~~are an integral part of these financial statements.~~Biographies:

~~F-6~~Mr. ~~Table~~Yu Yang currently is, and has been for the past seven years, the Chairman of ~~Contents~~Chitose International Industrial Group Co. Ltd. (“Chitose”) which is a medium and large industrial holding company in China. Chitose headquarters are in Beijing, however it maintains offices throughout China. Mr. Yang brings 10 years of management experience to the Company. He holds a Master’s Degree in Philosophy from Peking University.

~~ARIEL~~Mr. ~~CLEAN~~Yang ~~ENERGY~~brings a wide range of business experience to the Company, ~~INC~~and is the basis for him being the Company’s sole director.

~~NOTES~~Family TORelationships ~~THE~~amongst ~~FINANCIAL~~Directors ~~STATEMENTS~~and Officers

~~DECEMBER 31, 2019~~None

~~NOTE~~Involvement 1in –Certain ~~ORGANIZATION,~~Legal ~~DESCRIPTION OF BUSINESS, AND GOING CONCERN~~Proceedings

~~Ariel~~To ~~Clean Energy Inc. (“Ariel” or “~~the ~~Company”)~~best ~~began~~of ~~its~~our ~~existence~~knowledge, asnone ~~the Pacific Development Corporation which was incorporated under the laws~~ of ~~the~~our ~~State~~directors ofor ~~Colorado~~executive onofficers ~~September 21~~has, ~~1992.~~during Onthe ~~May~~past ~~23,~~ten ~~2000~~years, ~~though~~been ainvolved ~~re-incorporation,~~in ~~the~~any ~~Company~~legal ~~and~~proceedings ~~Cheshire~~described ~~Holdings~~in ~~Inc.~~subparagraph ~~were merged into a single corporation existing under the laws~~ (f) of ~~the~~Item ~~State~~401 of ~~Delaware.~~Regulation S-K.

~~The~~Compliance ~~Company is currently seeking new business opportunities~~ with ~~established~~Section ~~business~~16(a) ~~entities~~of ~~for~~the ~~merger~~Securities ~~with~~Exchange orAct ~~acquisition~~ of ~~a target business.~~ 1934

~~Going~~Section ~~concern~~16(a) of the Exchange Act, requires the Company’s executive officers and ~~Liquidity~~directors ~~Considerations~~and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the Securities and Exchange Commission (hereinafter referred to as the “Commission”) initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership, of Common Stock and other equity securities of the Company on Forms 3, 4, and 5, respectively (“Section 16 Reporting”). Executive officers, directors and greater than 10% shareholders are required by Commission regulations to furnish the Company with copies of all Section 16(a) reports they file.

~~The~~During ~~Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates~~ the ~~realization~~current offiscal ~~assets and the liquidation of liabilities in the normal course of business. Currently~~year, ~~the~~all ~~Company does not have material assets, nor does it have operations or a source~~ of ~~revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has an accumulated deficit of $220,978. The Company will be dependent upon~~ the ~~raising~~Section of16 ~~additional~~Reporting ~~capital~~were ~~through~~complied ~~placement of common stock in order to implement its business plan, or merge~~ with anby ~~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~~officers, todirectors ~~continue~~and asgreater athan ~~going~~10% ~~concern~~shareholders.

~~The~~Significant ~~officers and directors have committed to advancing certain operating costs of the Company, including compliance costs for being a public company.~~Employees

~~NOTE~~We 2have -no ~~SIGNIFICANT~~significant ~~ACCOUNTING~~employees ~~POLICIES~~ other than our sole officer and director named in this Annual Report.

~~Basis~~Code of ~~Presentation~~Business Conduct and Code of Ethics

~~The~~Our ~~financial~~Board ~~statements~~of ~~and~~Directors ~~related~~has ~~disclosures~~not ~~have~~adopted ~~been~~a ~~prepared~~Code ~~pursuant to the rules and regulations~~ of ~~the~~Business ~~Securities~~Conduct and ~~Exchange~~Ethics ~~Commission~~because ~~(“SEC”).~~we ~~The~~currently ~~financial statements~~ have ~~been~~only ~~prepared~~one ~~using~~individual ~~the~~serving ~~accrual~~as ~~basis~~our ofsole ~~accounting~~officer inand ~~accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States~~director.

~~Use~~Nominating ~~of Estimates and Assumptions~~Committee

~~The~~We ~~preparation~~have ofnot ~~financial~~adopted ~~statements~~any inprocedures ~~conformity~~by ~~with~~which ~~GAAP~~security ~~requires~~holders ~~management~~may torecommend ~~make~~nominees ~~estimates~~to ~~and~~our ~~assumptions~~Board ~~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 revenues and expenses during the reporting period~~Directors. ~~Actual results could differ from those estimates.~~

~~Fair~~Audit ~~Value~~and ~~of Financial Instruments~~Compensation Committee

AsThe ~~required~~Board byof ~~the~~Directors ~~Fair~~acts ~~Value~~as ~~Measurements and Disclosures Topic of~~ the ~~Financial~~audit ~~Accounting~~committee ~~Standards~~and ~~Board~~compensation ~~Accounting~~committee. ~~Standards~~The ~~Codification~~Company ~~(“FASB~~does ~~ASC”),~~not ~~fair~~have ~~value is measured based on~~ a ~~three-tier~~qualified ~~fair~~financial ~~value~~expert ~~hierarchy,~~at ~~which~~this ~~prioritizes~~time ~~the~~because ~~inputs~~it ~~used~~has innot ~~measuring~~been ~~fair~~able ~~value~~to ashire ~~follows:~~a ~~(Level~~qualified 1)candidate. ~~observable inputs such as quoted prices in active markets; (Level 2) inputs~~Further, ~~other than~~ the ~~quoted~~Company ~~prices~~believes ~~in active markets,~~ that ~~are~~it ~~observable~~has ~~either~~inadequate ~~directly~~financial orresources ~~indirectly;~~at ~~and~~this ~~(Level~~time ~~3) unobservable inputs in which there is little or no market data, which require the reporting entity~~ to ~~develop~~hire ~~its~~such ~~own~~an ~~assumptions~~expert. The Company ~~does~~intends ~~not~~to ~~have~~continue ~~any~~to ~~financial~~search ~~instruments~~for ~~subject~~a toqualified ~~fair~~individual ~~value~~for ~~measurements~~hire.

~~The~~22 ~~Company’s~~Table ~~financial instruments consist primarily~~ of accounts payable and accrued expenses, and related party loans. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and interest rates that approximate market interest rates for similar instruments.Contents

~~Concentrations~~Item of11. ~~Credit~~Executive ~~Risks~~Compensation.

~~The~~DIRECTOR ~~Company’s~~AND ~~financial~~OFFICER ~~instruments are not exposed to concentrations of credit risk.~~COMPENSATION

~~Related~~The ~~Parties~~following summary compensation table sets forth all compensation awarded to, earned by, or paid to our sole officer and director by the Company during the years ended December 31, 2020 and 2019 in all capacities:

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 5).

Name and Position

Year

Salary

Bonus

Stock
Award(s)

Option|
Awards

All Other
Compensation

Total

Yu Yang, President

2020

None

CEO and Director

2019

None

Delbert Seabrook, Former President

2019

None

CEO and Director

~~Income~~The ~~Taxes~~Company’s current and former sole officer and director has not received any cash or other remuneration since they were appointed to serve in such capacities. No remuneration of any nature has been paid for on account of services rendered by a director in such capacity. Our sole officer and director intends to devote very limited time to our affairs.

~~The~~We ~~Company~~have ~~accounts~~formulated ~~for~~no ~~income~~plans ~~taxes~~as ~~using~~to the ~~asset~~amounts ~~and~~of ~~liability~~future ~~method~~cash incompensation. It ~~accordance~~is ~~with~~possible ~~ASC 740~~that, ~~“Accounting~~after ~~for~~the ~~Income~~Company ~~Taxes”.~~successfully ~~The~~consummates ~~asset~~a ~~and~~business ~~liability~~combination ~~method~~with ~~provides~~an ~~that~~unaffiliated ~~deferred~~entity, ~~tax~~that ~~assets~~entity ~~and~~may ~~liabilities~~desire ~~are~~to ~~recognized~~employ ~~for~~or ~~the~~retain ~~expected~~members ~~future tax consequences~~ of ~~temporary~~our ~~differences~~management ~~between~~for the ~~financial~~purposes ~~reporting and tax bases~~ of ~~assets~~providing ~~and~~services ~~liabilities~~to ~~and~~the ~~for~~surviving ~~operating loss and tax credit carry forwards~~entity. ~~Deferred~~No ~~tax~~retirement, ~~assets~~pension, ~~and~~profit ~~liabilities~~sharing, ~~are~~stock ~~measured~~option ~~using~~or ~~the~~insurance ~~currently~~programs ~~enacted~~or ~~tax~~other ~~rates~~similar ~~and~~programs ~~laws~~have ~~that~~been ~~will~~adopted beby inthe ~~effect~~Company ~~when~~for the ~~differences~~benefit ~~are~~of ~~expected~~its ~~to reverse~~employees. ~~The~~There ~~Company~~are ~~records~~no aunderstandings ~~valuation~~or ~~allowance~~agreements toregarding ~~reduce~~compensation ~~deferred~~our ~~tax~~management ~~assets~~will toreceive ~~the~~after ~~amount~~a business combination that is ~~believed~~required ~~more likely than not~~ to be ~~realized~~disclosed. AsThe ~~at December 31, 2019 and 2018, the~~ Company ~~did~~does not have ~~any~~a ~~amounts~~standing ~~recorded~~compensation ~~pertaining~~committee toor ~~uncertain~~a ~~tax~~committee ~~positions.~~performing ~~(See~~similar ~~Note 4)~~functions.

~~Basic~~Employment ~~and Diluted Net Loss per Share~~Agreements

~~The~~We ~~Company~~do ~~computes~~not ~~loss~~have ~~per~~any ~~share~~employment inagreements ~~accordance~~ with ~~ASC~~our ~~260,~~sole ~~“Earnings~~officer ~~per Share” which requires presentation of both basic~~ and ~~diluted earnings per share on the face of the statement of operations~~director. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. During the years ended December 31, 2019 and 2018, the Company had no potential dilutive instruments and accordingly basic loss and diluted loss per share are the same.

~~Recently~~Item ~~Issued~~12. ~~Accounting~~Security ~~Pronouncements~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~Management~~The ~~has~~following ~~considered~~table ~~all~~sets ~~recent~~forth ~~accounting~~certain ~~pronouncements~~information ~~issued.~~regarding ~~The~~the ~~Company’s~~beneficial ~~management~~ownership ~~believes~~of ~~that~~our ~~these~~Common ~~recent~~Stock ~~pronouncements~~as ~~will~~of ~~not~~August ~~have~~__, a2021 ~~material~~by ~~effect~~(i) oneach named executive officer, (ii) each member of our Board of Directors, (iii) each person deemed to be the ~~Company’s~~beneficial ~~financial~~owner ~~statements~~of more than five percent (5%) of any class of our common stock, and (iv) all of our executive officers and directors as a group.

~~NOTE~~23 3Table -of ~~STOCKHOLDERS’ EQUITY~~Contents

Unless otherwise indicated, each person named in the following table is assumed to have sole voting power and investment power with respect to all shares of our common stock listed as owned by such person. The ~~capitalization~~address of ~~the~~each ~~Company~~person ~~consists~~is deemed to be the address of the ~~following~~issuer ~~classes~~unless otherwise noted. The percentage of ~~capital~~common stock: held by each listed person is based on 5,664,989 shares of Common Stock outstanding as of August __, 2021. Pursuant to Rule 13d-3 promulgated under the Exchange Act, any securities not outstanding which are subject to warrants, rights or conversion privileges exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such person but are not deemed to be outstanding for the purposes of computing the percentage of any other person. Unless stated otherwise, the address of each shareholder is the address of the Company.

Preferred Stock

Name of Beneficial Owner	Amount and Nature of Beneficial Owner		Percent of Class
Officers and Directors
Yu Yang (1)		4,676,551		82.55	%
All officers and directors as a group (1 individual)		4,676,551		82.55	%

NoDuring ~~preferred~~the ~~stock~~years ~~was~~ended ~~issued~~December or31, ~~outstanding~~2020, asand at2019, a corporation controlled by the Company’s former officer paid operating expenses totaling $51,721 and $0, respectively on behalf of the Company. Unpaid balances are due on demand and accrue an annual interest rate of 12%. For the years ended December 31, 2020 and 2019, the Company accrued interest of $2,209 and ~~2018~~$2,920, respectively.

~~Common~~On ~~Stock~~ September 30, 2020, pursuant to the change of control, a corporation controlled by the former officer assigned to Mr. Yu Yang all of its rights, titles and interests in and to certain loans made by it to the Company totaling $85,229 (principal of $76,060 and accrued interest of $9,169).

~~Class~~During A the year ended December 31, 2020, a corporation controlled by the Company’s former officer paid operating expenses totaling $14,427 on behalf of the Company. The loan was unsecured, non-interest bearing and due on demand.

~~The~~As ~~authorized~~of ~~common~~December ~~stock~~31, ~~consists~~2020, ofand 12019,~~000,000,000~~ ~~shares~~the ofCompany ~~Class~~recorded Aamounts ~~Common~~due ~~Stock~~to atrelated aparty ~~par value~~ of $~~0.000006~~14,427 ~~per~~and ~~share.~~$24,339 ~~Each~~and ~~share~~accrued interest of ~~Class~~$0 Aand ~~common~~$6,960, ~~stock is entitled to one vote~~respectively. ~~The~~These ~~number~~amounts ofexclude ~~authorized shares of Class A common stock may be increased or decreased (but not below~~ the ~~number~~promissory ofnote ~~shares~~discussed ~~outstanding) by the affirmative vote of the holders of capital stock representing a majority of the voting power of the outstanding shares of capital stock of the company entitled to vote~~below.

~~There~~On ~~were~~September ~~113~~30,~~296~~ 2020,~~421~~ ~~shares~~pursuant ofto ~~Class~~the Achange ~~common~~of ~~stock~~control, the Company issued a promissory note to Mr. Yang, the majority shareholder and ~~outstanding~~sole atofficer ~~December~~and 31director of the Company, ~~2019~~for principal of $76,060 and ~~2018~~accrued interest of $9,169. ~~respectively~~The amount was originally due to a corporation controlled by the Company’s former officer of the Company. The promissory note is payable on demand and accrue an annual interest rate of 12%. For the year ended December 31, 2020, the Company accrued interest of $2,358.

~~Class~~Except Bas otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

~~The~~Director authorized common stock consists of 200,000,000 shares of Class B Common Stock, $0.000006 par value per share. Each share of Class B of Common Stock is entitled to 10 votes. The number of authorized shares of Class B common stock may be increased or decreased (but not below the number of shares outstanding) by the affirmative vote of the holders of capital stock representing a majority of the voting power of the outstanding shares of capital stock of the company entitled to vote.Independence:

~~There~~ Our ~~was~~Class noA ~~Class~~common Bstock ~~Common~~is currently quoted on the OTC-Pink which does not have any director independence requirements. In determining whether our directors are independent, we refer to NASDAQ Stock ~~issued~~Market Rule 4200(a) (15) which indicates that a director is not considered to be independent if he or ~~outstanding~~she asalso atis ~~December~~an 31executive officer or employee of the corporation. Based on those widely-accepted criteria, ~~2019~~we ~~and~~have ~~2018~~determined that our sole director Mr. Lococo is not independent as he also serves as the sole officer of the Company.

~~NOTE~~24 4Table ~~- INCOME~~of ~~TAXES~~Contents

~~The~~Item ~~Company did not provide any current or deferred U~~14.S. ~~federal~~Principal ~~income~~Accountant ~~tax~~Fees ~~provision~~and ~~or benefit for any of the periods presented because it has experienced operating losses since inception~~Services. ~~Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.~~

	Year Ended
	December 31,			December 31,
	2019			2018
Net loss for the year	$	(3,385	)	$	(21,324	)
Effective Tax rate		21	%		21	%
Tax Recovery		(711	)		(4,478	)
Increase in Valuation Allowance		711			4,478
Net tax recovery	$	-		$	-

Morison Cogen LLP is the Company’s current independent registered public accounting firm.

We(1) ~~provided~~Audit a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.Fees

The ~~components~~aggregate fees billed for each of the ~~Company’s~~last ~~deferred~~two ~~tax~~fiscal ~~asset~~years for professional services rendered by the principal accountant for our audit of annual financial statements and ~~reconciliation~~review of ~~income~~financial ~~taxes~~statements ~~computed~~included atin ~~the~~our quarterly ~~statutory~~reports or ~~rate~~services tothat ~~the~~are ~~income~~normally ~~tax~~provided ~~amount~~by ~~recorded~~the asaccountant ofin ~~December~~connection ~~31,~~with ~~2019~~statutory and ~~2018~~regulatory isfilings asor ~~follows~~engagements for those fiscal years were:

	Year Ended
2020	$	5,000		Morison Cogen LLP
	December 31,2019			December 31,2018
2020	$	6,500		DALE MATHESON CARR-HILTON LABONTE LLP
Net operating loss carryforward	$	46,405		$	45,694
2019	$	10,100		DALE MATHESON CARR-HILTON LABONTE LLP
Less: Valuation Allowance		(46,405	)		(45,694	)
Net deferred asset	$	-		$	-

~~The~~(2) ~~Company~~Audit-Related ~~has not filed tax returns from inception to December 31, 2019. All tax years are subject to examination by the tax authority.~~Fees

AtThe ~~December~~aggregate ~~31,~~fees ~~2019,~~billed ~~the Company has estimated that $221,000~~ in ~~net~~each ~~operating losses (“NOLs”), on completion~~ of the ~~Company’s~~last ~~tax~~two ~~filings,~~fiscal ~~would be available to offset future taxable income, which would expire between 2032 and 2037. NOLs generated in tax~~ years ~~prior to December 31, 2017, can be carryforward~~ for ~~twenty~~assurance ~~years,~~and ~~whereas~~related ~~NOLs~~services ~~generated~~by ~~after~~the ~~December~~principal ~~31,~~accountants ~~2017~~that ~~can~~are bereasonably ~~carryforward~~related ~~indefinitely~~to inthe ~~accordance~~performance ~~with Section 382~~ of the ~~U.S.~~audit ~~Internal~~or ~~Revenue~~review ~~Code, the usage~~ of ~~the~~our ~~Company’s~~financial ~~net~~statements ~~operating~~and ~~loss carry forwards~~ are ~~subject~~not toreported ~~annual~~in ~~limitations~~the ~~following~~preceding ~~greater than 50% ownership changes.~~paragraph:

NOTE 5 - RELATED-PARTY TRANSACTIONS

2020		$	0
2019		$	0

~~Note~~(3) ~~Payable~~Tax Fees

~~During~~The ~~the~~aggregate ~~years~~fees ~~ended~~billed ~~December~~in ~~31,~~each ~~2019~~of ~~and 2018, a corporation controlled by~~ the ~~Company’s~~last ~~officer~~two ~~paid~~fiscal ~~operating~~years ~~expenses~~for ~~totaling~~professional $0services ~~and~~rendered ~~$4,364,~~by ~~respectively on behalf of~~ the ~~Company.~~principal ~~Unpaid~~accountant ~~balances~~for ~~are~~tax ~~due~~compliance, ontax ~~demand~~advice, and ~~accrue~~tax anplanning ~~annual interest rate of 12%.~~were:

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

2020		$	0
2019		$	0

	December 31,		December 31,
	2019		2018
Note payable	$	24,339	$	24,339
Accrued interest	$	6,960	$	4,040

(4) All Other Fees

~~For~~The aggregate fees billed in each of the ~~years~~last ~~ended~~two ~~December~~fiscal ~~31,~~years ~~2019~~for the products and ~~2018,~~services ~~interest~~provided ~~expense~~by ~~was~~the $2principal accountant,~~920~~ ~~and~~other $than the services reported in paragraphs (1), (2),~~799,~~ ~~respectively.~~and (3) were:

F-10

2020		$	0
2019		$	0

The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

Audit Committee’s Pre-Approval Process

The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.

Table of Contents

PART IV.

Item 15. Exhibits, Financial Statement Schedules.

(b) Index to Exhibits required by Item 601 of Regulation S-K.

Exhibit		Index

3.1 (i)		Articles of Incorporation (1)

3.1 (ii)		Merger Agreement(2)

3.1 (iii)		Restated Articles of Incorporation(3)

3.1 (iv)		Certificate of Amendment to Certificate of Incorporation(4)

3.2 (i)		By-Laws(5)

3.2 (ii)		Restated By Laws(6)

31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of the Company’s Principal Executive Officer and Principal Financial pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+

101.INS		XBRL INSTANCE DOCUMENT*

101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*

101.CAL		XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT*

101.DEF		XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT*

101.LAB		XBRL TAXONOMY LABEL LINKBASE DOCUMENT*

101.PRE		XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT*

______________

(1)	Filed as Exhibit 3.1 to the Company’s Form 10 filed on October 15, 2010.

(2)	Filed as Exhibit 2.1 to the Company’s Form 8-K filed on November 2, 2012.

(3)	Filed as Exhibit 3.1 to the Company’s Form 8-K filed on November 2, 2012.

(4)	Filed as Exhibit 3.1(ii) to the Company’s Form 8-K filed on January 2, 2021.

(5)	Filed as Exhibit 3.2 to the Company’s Form 10 filed on October 15, 2010.

(6)	Filed as Exhibit 3.2 1 to the Company’s Form 8-K filed on November 2, 2012.

+ In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

* Filed herewith

Table of Contents

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.

	Qiansui International Group Co. Ltd.

Dated: September 23, 2021	By:	/s/ Yu Yang
		Yu Yang
		President and CEO (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Yu Yang	President, CEO and Director	September 23, 2021
Yu Yang	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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