UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10
Amendment - 3/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. 3 to our Form 10 to file the audited financials which were not available to us when Amendment No 1 to our Form 10 was filed and to include material inadvertently left out of Amendment No. 2. The reader should rely on Amendment No. 1 and the original Form 10 for all other matters.
2025 Audited Financials
TABLE OF CONTENTS
| Item 1: | Consolidated Financial Statements | | | |
| | Consolidated Balance Sheets as of December 31, 2025 and 2024 | | 6 | |
| | Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 | | 7 | |
| | Consolidated Statement of Shareholders Deficit for the Years Ended December 31, 2025 and 2024 | | 8 | |
| | Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | | 9 | |
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.
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
BARREL ENERGY, INC
CONSOLIDATED BALANCE SHEETS
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.
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: | | | | | | | | |
| 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 | |
| | | | | | | | | |
| Income tax | | | -- | | | | -- | |
| | | | | | | | | |
| Net income (loss) | | $ | 23,610 | | | $ | 34,270 | |
| | | | | | | | | |
| 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.
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.
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 | |
| | | | | | | | | |
| 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.
BARREL ENERGY,INC
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION AND ORGANIZATION
BARREL ENERGY INC. is a Nevada corporation, incorporated January 17, 2014, which was engaged historically in the oil and gas sector of the energy industry. In January 2019, the Company terminated the agreement. The Company entered into an agreement in the lithium exploration business but terminated the contract. The Company terminated the past businesses.
On April 11, 2019, the Company amended its articles of incorporation to increase its number of authorized shares of common stock from 75,000,000 to 450,000,000.
On March 21, 2025 the Company amended its articles of incorporation to increase the number of authorized shares from 450,000,000 to 2,000,000,000.
On March 21, 2025 the Company amended its articles of incorporation to increase the number of authorized shares from 450,000,000 to 2,000,000,000.
On March 28, 2025 the Company acquired Happy Traps, LLC. The Company issued 600,000 shares of common stock with a value of $300,000 for the acquisition. The acquisition was treated as a reverse merger with Happy Traps being the surviving entity keeping the name Barrel Energy Inc.
Happy Traps, LLC was formed on February 16, 2016 limited liability company in the State of Maine. In November 2019, the partnership was increased from one to six members. The partners sold all their interest on December 31, 2021 to Maine Bio-Fuel, Inc., leaving it as the sole member of the partnership.
Prior to the merger, the Company had 382,837,825 shares of common stock outstanding.
On March 20,2026 the Company effected a reverse split of the common stock of 1:400 per share. The financials statements herein reflect the share reverse as if effective prior to the date of the reverse.
The Business
The Company provides essential grease trap services, eco-friendly cleaning products, and oil recycling solutions for restaurants and food service businesses throughout the Greater Portland area. The Company has built a strong reputation based on reliability, efficiency, environmental responsibility, and superior customer service. The mission of the Company is to deliver superior grease trap solutions and sustainable practices that ensure regulatory compliance and environmental benefit while maximizing operational efficiency for our food service clients. This comprehensive approach creates multiple touchpoints with each customer and addresses several critical needs for food service establishments, from regulatory compliance to environmental responsibility.
The Company has developed a synergistic three-part revenue model that creates value for its customers:
| | 1. | Service Revenue: Professional grease trap pumping and maintenance. Each service requires approximately 30 minutes, allowing our technicians to complete up to 10 services daily. |
| | | |
| | 2. | Product Revenue: Sale of proprietary Happy Traps Cleaners line of eco-friendly cleaning products. |
| | | |
| | 3. | Recycling Revenue: Through our partnership with Maine Bio-Fuel Inc, we collect used cooking oil during routine service visits, generating additional revenue while providing customers with a convenient disposal solution |
The grease trap service industry represents a stable, regulation-driven market that is intrinsically tied to the food service sector. With more than 660,000 restaurants across the United States facing strict regulatory requirements for the proper disposal of fats, oils, and grease (FOG), demand for professional grease trap services remains consistently strong regardless of economic conditions. Additionally, the growing market for used cooking oil recycling, driven by increasing demand for biofuel and other sustainable applications, presents a high-growth synergistic opportunity for integrated service providers like Happy Traps.
Happy Traps focuses on serving:
| | · | Full-service restaurants and quick-service establishments |
| | · | Hotels with food service operations |
| | · | Institutional kitchens including schools, hospitals, and corporate cafeterias |
| | · | Food manufacturing facilities |
| | · | Grocery stores with prepared food sections |
These establishments all face stringent regulatory requirements regarding FOG disposal and benefit significantly from our bundled service approach.
Market and Services
Grease Trap Maintenance Services:
Our core service offering includes professional pumping, cleaning, and maintenance of grease traps for food service establishments. Each service is efficiently completed in approximately 30 minutes, allowing our technicians to service up to 10 accounts daily and 50 accounts weekly per truck.
Cleaning Product Line:
We have developed a proprietary line of eco-friendly cleaning products specifically formulated for restaurant use. These products complement our service offerings and provide ongoing revenue between maintenance visits.
Pressure Washing Services:
We offer professional pressure washing services for restaurant exteriors, particularly focusing on back-of-house areas where grease and food waste can accumulate, creating sanitation issues and attracting pests.
Used Cooking Oil Recycling:
Through our strategic partnership with Maine Standard Biofuels, we offer convenient collection of used cooking oil during regular service visits, providing a valuable add-on service for clients while generating additional revenue.
NOTE 2- SIGNIFICANT ACCOUNTIG POLICIES
Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. It is the opinion of management that all adjustments necessary to make the financial statements that are not misleading have been included in these financial statements
Principles of Consolidation
The consolidated financial statements of the Company include the Company and the consolidation through a reverse merger of the entity Happy Traps, LLC. Because this transaction represents a reverse acquisition, the accompanying financial statements reflect the historical financial statements of the target, the accounting acquirer, for all periods prior to the merger. The Company’s financial statements for periods after the merger reflect the combined operations of Target and the Company.
The consolidated financial statements include:
| | · | Audited or reviewed balance sheets of the accounting acquirer |
| | · | Audited or reviewed statements of operations, cash flows, and stockholders’ equity |
| | · | Pro forma adjustments reflecting the merger transaction |
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 at the date of the balance sheet. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Recent Issued Accounting Policies
Effective January 1, 2026, the Company adopted ASU 2025-06, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the use of the Current Expected Credit Loss (CECL) model for estimating credit losses on accounts receivable and other financial assets. Previously, the Company recognized allowance for doubtful accounts (ADA) based on incurred loss methodology, considering historical experience and current conditions. Under CECL, the Company now estimates lifetime expected credit losses, incorporating:
Historical loss experience,
| · | Current economic conditions, |
| · | Reasonable and supportable forecasts. |
Presentation and Disclosure Changes:
| · | Accounts receivable continue to be presented net of allowance for credit losses. |
| · | The allowance roll-forward now includes expected credit loss adjustments. |
| · | Additional qualitative disclosures describe the methodology, assumptions, and factors considered in estimating expected losses. |
Management evaluated significant judgments in applying the probable-to-complete threshold and determined there are no material uncertainties requiring additional disclosure.
Accounts Receivable
Account receivable consists of amounts due to the Company from customers as a result of the Company’s normal business activities. Account receivable is reported on the balance sheets net of an estimated allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible. The company records the allowance based on past history and if there are doubts on the recoverability.
During the years ended December 31, 2025 and 2024, the Company recorded bad debt of $44,214 and $8,800, respectively. The Company’s allowance for doubtful accounts balance at December 31, 2025 was $49,342 and $16,400 at December 31, 2024.
Property, Equipment and Intangible Assets
Property and equipment are carried at cost, less accumulated depreciation. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Intangible assets consist of a patent application purchased and is carried at cost, less accumulated amortization. Depreciation and amortization is provided principally on the straight-line basis method over the estimated useful lives of the assets which is estimated at 36 months.
Impairment of long-lived assets
The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value.
Income Tax
The Company was organized as a limited liability company and is treated as a partnership for federal income tax purposes. Accordingly, the Company is not subject to federal income taxes. The tax effect of the Company’s activities accrues to its members and is reported in their respective income tax returns. Certain states impose taxes on entities classified as partnerships or LLCs. These taxes are included in operating expenses. For 2025 and 2024, the Company elected to pay state pass-through entity taxes where applicable. Management has evaluated tax positions taken and determined that there are no uncertain tax positions requiring recognition or disclosure under ASC 740.
NOTE 3 - GOING CONCERN
As shown in the accompanying financial statements, the Company had accumulative deficit of $311,120 and $352,979 with working capital of $50,818 and negative working capital of $4,541 as of December 31, 2025 and 2024, respectively. Unless profitability and increases in stockholders’ equity continues, these conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The December 31, 2025 and 2024 financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management plans to continue to raise funds through debt and equity financing to grow the business to profitability.
NOTE 4 – REVENUE RECOGNITION
In April 2016, the FASB issued ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606.
ASC Topic 606 prescribes a new five-step model entities should follow in order to recognize revenue in accordance with the core principle. These five steps are:
| | 1. | Identify the contract(s) with a customer. |
| | 2. | Identify the performance obligations in the contract. |
| | 3. | Determine the transaction price. |
| | 4. | Allocate the transaction price to the performance obligations in the contract. |
| | 5. | Recognize revenue when (or as) the entity satisfied the performance obligations. |
The Company has four revenue streams, each of which the revenue is recognized in accordance to the five steps included in Topic 606. The revenue streams are:
| | 1. | Grease trap cleaning and maintenances service |
| | 2. | Cleaning product line. |
| | 3. | Pressure washing service |
| | 4. | Used cooking oil recycling |
| | 5. | Tech fees |
NOTE 5– RELATED PARTY TRANSACTIONS
The Company leases 250 square feet of warehouse space from its owner Maine Biofuel. The lease commenced on January 1, 2023 and continues for 5 years. The lease may be terminated by either party giving a 30 day notice. The monthly rent is $150. The president of the lessor was a partner in the partnership that sold Happy Traps to Maine Biofuel.
On December 31, 2021, the original partners sold their interest to Maine Biofuel for $50,000 to be paid in installments.
On December 31, 2024, the remaining partner agreed to sell their interest of 36.5% for $50,000 to Maine Bio-Fuel, Inc., the buyer of Happy Traps. The agreement requires an initial payment of $25,000 to be paid by December 31, 2025 and the balance to be paid by December 31, 2026. Neither payment has been completed to the members .
During the years ended December 31, 2025 and 2024 the Company notes payable due from related parties of $22,065 and due to related parties of $18,250, respectively.
NOTE 6 – NOTES PAYABLE
On December 31, 2021, the limited partners of the Company sold their interest to Maine Biofuel, Inc. instead of issuing the purchase amount to each limited partner, the acquirer paid the Company $50,000, which was treated as a note payable on the Company’s balance sheet. Subsequent to this transaction, the Company paid three limited partners a total of $31,750. The amounts paid was deducted from the note leaving a balance due on the note of $18,250 as of December 31, 2024. The balance will be used as a payment to the unpaid partner.
During the years ended December 31, 2025 and 2024 the Company notes payable due from related parties of $22,065 and due to related parties of $18,250, respectively.
NOTE 7 - EQUITY
The Company was organized as a limited liability company. Ownership interests are represented by membership units, which confer both economic and governance rights as outlined in the Company’s operating agreement.
On April 11, 2019, the Company amended its articles of incorporation to increase its number of authorized shares of common stock from 75,000,000 to 450,000,000.
On March 21, 2025 the Company amended its articles of incorporation to increase the number of authorized shares from 450,000,000 to 2,000,000,000.
On March 28, 2025 the Company acquired Happy Traps, LLC. the Company issued 600,000 shares of common stock with a value of $300,000 for the acquisition. The acquisition was treated as a reverse merger with Happy Traps being the surviving entity keeping the name Barrel Energy Inc.
On November 11, 2025 the company issued 50,000 shares of common stock for service.
NOTE 8- INCOME TAX
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carry forwards and deferred liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by the valuation allowances when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
The Company’s deferred tax assets for the Company consisted of the following as of December 31, 2025 and 2024:
| | | 2025 | | | 2024 | |
| Book income(loss) | | $ | 23,610 | | | $ | 34,270 | |
| Total Book Income | | $ | 23,610 | | | $ | 34,270 | |
| | | | | | | | | |
| Taxable Income Loss | | $ | 23,610 | | | $ | 34,270 | |
| | | | | | | | | |
| Beginning NOL | | $ | (21,307 | ) | | $ | (55,577 | ) |
| Add current income (Loss) | | | 23,610 | | | $ | 34,270 | |
| NOL carry Forward | | $ | 2,303 | | | $ | (21,307 | ) |
| Percent | | | 0.21 | | | | 0.21 | |
| Tax NOL | | $ | 484 | | | $ | (4,474 | ) |
As of December 31, 2025 the Company had $484 in operating loss carry forward to be used to offset future taxable income.
A reconciliation of income taxes at the federal statutory rate to amounts provided for the years ended December 31, 2025 and 2024 as follows:
| | | 2025 | | | 2024 | |
| U.S. federal statutory rate | | | 21 | % | | | 21 | % |
| Net operating loss | | | (21 | )% | | | (21 | )% |
| Effective tax rate | | | -- | % | | | -- | % |
NOTE 9- REVERSE MERGER
On March 28, 2025, the Company was acquired from Maine Biofuel by Barrel Energy Inc. Under the agreement the Buyer issued 600,000 shares of its class A preferred shares, to the seller, with a value to $300,000. The shares were valued at $0.50 per share. The buyer and seller both acknowledged the purchase price allocated to the business properties represented fair market value of the entity. No other consideration was given for the purchase. The transaction upon completion was accounted for as reverse merger with the acquired entity being the surviving entity.
The financials have been adjusted to retrospectively incorporate the recapitalization of the public entity (Barrel Energy) upon the merger of the reverse merger of the entities.
A proforma of the consolidation is noted below:
Barrel Happy Traps Combination
Proforma Balance Sheet
March 29, 2025
| | | Happy Traps | | | Barrel | | | Adjustments | | | Consolidation | |
| Assets | | | | | | | | | | | | |
| Cash | | | 26,740 | | | | 310 | | | | (310 | ) | | | 26,740 | |
| Accounts receivable | | | 50,776 | | | | - | | | | - | | | | 50,776 | |
| Advances- Employee | | | 300 | | | | - | | | | - | | | | 300 | |
| Undeposited funds | | | (1,397 | ) | | | | | | | | | | | (1,397 | ) |
| Acquisition | | | | | | | 300,000 | | | | (300,000 | ) | | | - | |
| Total assets | | | 76,419 | | | | 300,310 | | | | (300,310 | ) | | | 76,419 | |
| | | | | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | |
| AP& accrued expenses | | | 3,486 | | | | 761 | | | | - | | | | 4,247 | |
| Note payable - RP | | | 40,000 | | | | - | | | | - | | | | 40,000 | |
| Total liabilities | | | 43,486 | | | | 761 | | | | | | | | 44,247 | |
| | | | | | | | | | | | | | | | | |
| Equity | | | 7,131 | | | | 19,741 | | | | (7,131 | ) | | | 19,741 | |
| Preferred shares A | | | - | | | | 50,000 | | | | - | | | | 50,000 | |
| Paid in Capital | | | - | | | | 22,196,857 | | | | (22,260,228 | ) | | | (63,371 | ) |
| Retained earnings | | | 25,802 | | | | (21,967,049 | ) | | | 21,967,049 | | | | 25,802 | |
| Equity | | | 32,933 | | | | 299,549 | | | | (300,310 | ) | | | 32,172 | |
| Liabilities & equity | | $ | 76,419 | | | $ | 300,310 | | | $ | (300,310 | ) | | $ | 76,419 | |
| | | | | | | | | | | | | | | | | |
| Proforma Income Statement | |
| | | | | | | | | | | | | | | | | |
| Revenue | | | 45,979 | | | | - | | | | - | | | | 45,979 | |
| G&A | | | 10,269 | | | | - | | | | - | | | | 10,269 | |
| Income | | | 35,710 | | | | - | | | | - | | | | 35,710 | |
NOTE 10 – SUBSEQUENT EVENTS
On March 23, 2026, the Company effected a 1:400 reverse split of the common stock outstanding. The financials have been adjusted to retrospectively incorporate the reverse stock split of the Company
The Company has evaluated subsequent events to determine events occurring after December 31, 2025, that would have a material impact on the Company’s financial results or require disclosure and have determined none exist except those noted above.
Item 15. Financial Statements and Exhibits.
The following exhibits are filed as part of this Registration Statement on Form 10:
| Exhibit No. | | Description |
| 3.1 | | Articles of Incorporation of Barrel Energy Inc. Previously Filed |
| 3.2 | | Amended and Restated Bylaws of Barrel Energy Inc. Previously Filed |
| 4.1 | | Certificate for Preferred Shares Previously Filed |
| 10.1 | | Material agreements related to acquisition of Happy Traps, LLC Previously Filed |
| 10.2 | | Consulting and advisory agreement with Summit Group Enterprises LLC Previously Filed |
| 14 | | Code of Ethics Previously Filed |
| 23.1 | | Consent of Independent Registered Public Accounting Firm Filed herewith |
| 99.1 | | Supplemental Information Regarding Director Lester Parris Previously Filed |
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.
