Form 10-12G/A Barrel Energy Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10
Amendment - 2/A
GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
Commission File Number 000-56001
| BARREL ENERGY INC |
| (Exact name of registrant as specified in charter) |
| NEVADA |
| 47-1963189 |
| (State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
|
| 3859 S Valley View Blvd Las Vegas, NV |
| 89103 |
| (Address of principal executive offices) |
| (Zip Code) |
888-397-9114
(Issuer’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
We are filing this Amendment No. 2 to our Form 10 solely to file the audited financials which were not available to us when Amendment No 1 to our Form 10 was filed. The reader should rely on Amendment No. 1 and the original Form 10 for all other matters.
| 2 |
2025 Audited Financials
| 3 |
| Table of Contents |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Barrel Energy Inc (BRLL)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Barrel Energy Inc (BRLL) (formerly known as Happy Traps LLC) (the ‘Company’) as of December 31, 2025, the related statements of income, changes in stockholders’ equity, and cash flows for the period from January 01, 2025 through December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, based on our audit, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from January 1, 2025 through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial 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.
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 Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. 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 effectiveness of the Company's internal control over financial reporting. Accordingly, no such opinion is expressed.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, 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, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| 4 |
| Table of Contents |
Critical Audit Matter
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
For, Shah Teelani & Associates (PCAOB ID 7161)
We have served as the Company’s auditor since 2026
Place: Ahmedabad, India
Date: May 07, 2026
| 5 |
| Table of Contents |
BARREL ENERGY, INC
As of December 31,
| ASSETS |
| 2025 |
|
| 2024 |
| ||
| Current assets |
|
|
|
|
|
| ||
| Cash and cash equivalents |
| $ | 51,948 |
|
| $ | 67,368 |
|
| Accounts receivable- net of allowance |
|
| 43,158 |
|
|
| 15,958 |
|
| Advances- employee |
|
| 300 |
|
|
| 300 |
|
| Note receivable – related party |
|
| 22,065 |
|
|
| -- |
|
|
|
|
|
|
|
|
|
|
|
| Total current assets |
|
| 117,471 |
|
|
| 83,626 |
|
|
|
|
|
|
|
|
|
|
|
| Total assets |
| $ | 117,471 |
|
| $ | 83,626 |
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDRS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
|
|
|
| Due from related parties |
|
| -- |
|
|
| 6,435 |
|
| Accounts payable and accrued expense |
|
| 66,653 |
|
|
| 63,482 |
|
| Member buyout payable |
|
| -- |
|
|
| 18,250 |
|
| Total current liabilities |
|
| 66,653 |
|
|
| 88,167 |
|
|
|
|
|
|
|
|
|
|
|
| Commitments and contingencies |
|
|
|
|
|
| -- |
|
|
|
|
|
|
|
|
|
|
|
| Stockholders’ deficit |
|
|
|
|
|
|
|
|
| Preferred shares $001 par value, 5,000,000 authorized 5,000,000 issued and outstanding, respectively |
|
| 5,000 |
|
|
| 5,000 |
|
| Common stock, $0.001 par value 2,000,000,000 authorized,1,008,595 and 957,595 issued and outstanding, respectively |
|
| 1,009 |
|
|
| 957 |
|
| Paid in Capital |
|
| 355,929 |
|
|
| 382,481 |
|
| Subscription receivable |
|
| -- |
|
|
| (40,000 | ) |
| Accumulated deficit |
|
| (311,120 | ) |
|
| (352,979 | ) |
| Total shareholder equity (deficit) |
|
| 50,818 |
|
|
| (4,541 | ) |
|
|
|
|
|
|
|
|
|
|
| Total liabilities and stockholders’’ deficit |
| $ | 117,471 |
|
| $ | 83,626 |
|
The accompanying notes are an integral part of the audited financial statements.
| 6 |
| Table of Contents |
BARREL ENERGY, INC
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31,
|
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
|
| ||
| Revenue |
| $ | 211,531 |
|
| $ | 159,511 |
|
| Cost of goods |
|
| 82,104 |
|
|
| 64,251 |
|
| Gross profit |
|
| 129,427 |
|
|
| 95,260 |
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
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| Insurance |
|
| 12,882 |
|
|
| 26,984 |
|
| Bad debt expense |
|
| 44,214 |
|
|
| 8,800 |
|
| General and administrative |
|
| 48,722 |
|
|
| 25,206 |
|
| Total operating expense |
|
| 105,817 |
|
|
| 60,990 |
|
|
|
|
|
|
|
|
|
|
|
| Income ( loss) from operations |
|
| 23,610 |
|
|
| 34,270 |
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) before taxes |
|
| 23,610 |
|
|
| 34,270 |
|
|
|
|
|
|
|
|
|
|
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| Income tax |
|
| -- |
|
|
| -- |
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) |
| $ | 23,610 |
|
| $ | 34,270 |
|
|
|
|
|
|
|
|
|
|
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| Net income (loss) per common share, basic and diluted |
| $ | 0.02 |
|
| $ | 0.04 |
|
|
|
|
|
|
|
|
|
|
|
| Weighted average number of shares outstanding, basic and diluted |
|
| 965,364 |
|
|
| 957,595 |
|
The accompanying notes are an integral part of the audited financial statements.
| 7 |
| Table of Contents |
BARREL ENERGY, INC
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT
For the Years Ended December 31, 2025 and 2024
Adjusted to reflect share reverse 1:400
|
|
| Preferred Shares |
|
| Common Stock |
|
| Paid-In |
|
| Accumulated |
|
| Stock |
|
| Shareholder |
| ||||||||||||||
|
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Receivable |
|
| Deficit |
| ||||||||
| Balance at December 31, 2023 |
|
| 5,000,000 |
|
| $ | 5,000 |
|
|
| 958,595 |
|
| $ | 959 |
|
| $ | 382,479 |
|
| $ | (387,249 | ) |
| $ | (40,000 | ) |
| $ | (38,811 | ) |
| Net income (loss) |
|
| -- |
|
|
| -- |
|
|
| -- |
|
|
| -- |
|
|
| -- |
|
|
| 34,270 |
|
|
| -- |
|
|
| 34,270 |
|
| Balance at December 31, 2024 |
|
| 5,000,000 |
|
|
| 5,000 |
|
|
| 958,595 |
|
|
| 959 |
|
|
| 382,479 |
|
|
| (352,979 | ) |
|
| (40,000 | ) |
|
| (4,541 | ) |
| Common stock issued for service |
|
| -- |
|
|
| -- |
|
|
| 50,000 |
|
|
| 50 |
|
|
| 13,450 |
|
|
| -- |
|
|
| -- |
|
|
| 13,500 |
|
| Cancellation of subscription receivable |
|
| -- |
|
|
| -- |
|
|
| -- |
|
|
| -- |
|
|
| (40,000 | ) |
|
| -- |
|
|
| 40,000 |
|
|
| -- |
|
| Adjustment to member buyout |
|
| -- |
|
|
| -- |
|
|
| -- |
|
|
| -- |
|
|
| -- |
|
|
| 18,250 |
|
|
| --- |
|
|
| 18.250 |
|
| Net income (loss) |
|
| --- |
|
|
| -- |
|
|
| -- |
|
|
| -- |
|
|
| -- |
|
|
| 23,610 |
|
|
| -- |
|
|
| 23,610 |
|
| Balance at December 31, 2025 |
|
| 5,000,000 |
|
| $ | 5,000 |
|
|
| 1,008,595 |
|
| $ | 1,009 |
|
| $ | 355,929 |
|
| $ | (311,120 | ) |
| $ | -- |
|
| $ | 50,818 |
|
The accompanying notes are an integral part of these audited financial statements.
| 8 |
| Table of Contents |
BARREL ENERGY, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
| For the Years Ended December 31, |
| |||||
|
|
| 2025 |
|
| 2024 |
| ||
| Cash Flows from Operating Activities: |
| $ | 44,602 |
|
| $ | 34,270 |
|
| Net income(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
|
|
|
|
|
|
| Common stock issued for service |
|
| 13,500 |
|
|
| -- |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
| Accounts receivable |
|
| 7,192 |
|
|
| (18,737 | ) |
| Receivable- related party |
|
| (22,065 | ) |
|
| -- |
|
| Bad debt expense |
|
| (34,392 | ) |
|
| 8,800 |
|
| Accounts payable and accrued expense |
|
| 3,170 |
|
|
| 56,634 |
|
|
|
|
|
|
|
|
|
|
|
| Net cash provided by (used in) operating activities |
|
| (15,420 | ) |
|
| 80,967 |
|
|
|
|
|
|
|
|
|
|
|
| Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
| Shareholders” buyout |
|
| -- |
|
|
| (18,250 | ) |
|
|
|
|
|
|
|
|
|
|
| Net cash provided by (used in) financing activities |
|
| -- |
|
|
| (18,250 | ) |
|
|
|
|
|
|
|
|
|
|
| Net change in cash |
|
| (15,420 | ) |
|
| 62,368 |
|
| Cash at beginning of period |
|
| 67,368 |
|
|
| 4,651 |
|
| Cash at end of period |
| $ | 51,948 |
|
| $ | 67,368 |
|
|
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| SUPPLEMENT DISCLOSURE |
|
|
|
|
|
|
|
|
| Interest paid |
| $ | --- |
|
| $ | -- |
|
| Income taxes paid |
| $ | -- |
|
| $ | -- |
|
|
|
|
|
|
|
|
|
|
|
| NON-CASH TRANSACTIONS |
|
|
|
|
|
|
|
|
| Cancellation of stock subscription receivable |
| $ | 40,000 |
|
| $ | -- |
|
| Membership buyout adjustment |
| $ | 18,250 |
|
| $ | -- |
|
The accompanying notes are an integral part of audited financial statements.
| 9 |
| Table of Contents |
Item 15. Financial Statements and Exhibits.
The following exhibits are filed as part of this Registration Statement on Form 10:
| 10 |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
| Jarmin Kaltsas |
|
|
|
| (Registrant) |
|
|
|
|
|
|
| Date: May 7, 2026 | By: | /s/ Jarmin Kaltsas |
|
|
|
| (Signature) |
|
*Print name and title of the signing officer under his signature.
| 11 |
ATTACHMENTS / EXHIBITS
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