UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2026

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

From transition period from _______to______       

 

Commission File No.: 000-56001

 

BARREL ENERGY, INC.

(Exact name of registrant as specified in its 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

 

89123

 (Address of principal executive offices)

 

(Zip Code)

 

(888) 397-9114

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

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. ☐

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act,) Yes ☐    No ☒

 

The number of shares outstanding of the Company’s $.001 Par Value Common Stock as of July 12, 2026 was 752,144,622. The number of shares outstanding of the Company’s $0.001 Par Value preferred as of July 12, 2026 was 4,250,000 The aggregate number of shares of the voting stock held by non-affiliates on June 30, 2026 was 1,007,122. For the purposes of the foregoing calculation only, all directors and executive officers of the registrant have been deemed affiliates.

 

 

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1: Financial Statements

 

4

 

 

 

 

 

Balance Sheets as of June 30, 2026,(Unaudited) and December 31, 2025

 

5

 

Statements of Operations and Comprehensive loss for the Three and Six Months Ended June 30, 2026 and 2025 – (Unaudited)

 

6

 

Statement of Shareholders Deficit for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)

 

7

 

Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025(Unaudited)

 

8

 

Notes to Financial Statements (Unaudited)

 

9

 

 

 

 

 

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

14

 

 

 

 

 

Item 3: Quantitative and Qualitative Disclosures about Market Risk

 

16

 

 

 

 

 

Item 4: Controls and Procedures

 

16

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

Item 1: Legal Proceedings

 

17

 

 

 

 

 

Item 1A: Risk Factors

 

17

 

 

 

 

 

Item 2: Unregistered Sales of Securities and Use of Proceeds

 

17

 

 

 

 

 

Item 3: Default upon Senior Securities

 

17

 

 

 

 

 

Item 4: Mine Safety Information

 

17

 

 

 

 

 

Item 5: Other information

 

17

 

 

 

 

 

Item 6: Exhibits

 

17

 

 

 

 

 

Signatures

 

18

 

 

Reference in this report to BARREL ENERGY” “we,” “us,” and our” refer to BARREL ENERGY, Inc.

 

 
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

 

 
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PART I – FINANCIAL INFORMATION

 

 ITEM 1: FINANCIAL STATEMENTS

 

The financial information set forth below with respect to our financial statements for the three and six months period ended June 30, 2026 and 2025 is unaudited. This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of results to be expected for any subsequent period. Our year end is December 31.

 

 
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BARREL ENERGY INC

BALANCE SHEETS

 

 

 

June 30,

2026

 

 

December 31,

2025

 

 

 

Unaudited

 

 

Audited

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$21,989

 

 

$51,948

 

Accounts receivable- net of allowance

 

 

63,281

 

 

 

43,158

 

Advance - employee

 

 

300

 

 

 

300

 

Note receivable-related party

 

 

24,390

 

 

 

22,065

 

Total current assets

 

 

109,960

 

 

 

117,471

 

Fixed assets –

 

 

25,500

 

 

 

-

 

Total assets

 

$135,460

 

 

$117,471

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

78,185

 

 

 

66,653

 

Advance- related party

 

 

3,085

 

 

 

-

 

Total current liabilities

 

 

81,270

 

 

 

66,653

 

Total liabilities

 

 

81,270

 

 

 

66,653

 

Commitment and Contingencies

 

 

 

 

 

 

-

 

Stockholders’ deficit:

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 5,000,000 authorized, 5,000,000 issued and outstanding

 

 

5,000

 

 

 

5,000

 

Common stock, $0.001 par value, 2,000,000,000 authorized, 2,144,622 issued and outstanding as of June 30, 2026 and 1,007,122 as of December 31, 2025

 

 

2,144

 

 

 

1,009

 

Additional paid in capital

 

 

357,120

 

 

 

355,929

 

Accumulated deficit

 

 

(310,073)

 

 

(311,120)

Total stockholders’ deficit

 

 

54,190

 

 

 

50,818

 

 

 

$135,460

 

 

$117,471

 

Total liabilities and stockholders’ deficit

 

 

 

 

 

 

 

 

 

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

 

 
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BARREL ENERGY INC

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

(Unaudited)

 

 

 

Three Months

 

 

Six Months

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue

 

$54,843

 

 

$62,654

 

 

$97,238

 

 

$107,798

 

Cost of service

 

 

25,175

 

 

 

18,534

 

 

 

47,993

 

 

 

33,705

 

Gross profit

 

 

29,668

 

 

 

44,120

 

 

 

49,245

 

 

 

74,093

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance

 

 

2,880

 

 

 

-

 

 

 

11,914

 

 

 

1,440

 

Bad debt expense

 

 

1,097

 

 

 

-

 

 

 

8,310

 

 

 

1,600

 

General and administrative expense

 

 

18,461

 

 

 

10,252

 

 

 

27,975

 

 

 

20,326

 

Total expense

 

 

22,438

 

 

 

10,252

 

 

 

48,199

 

 

 

23,366

 

Net income(loss) before taxes

 

 

7,230

 

 

 

33,868

 

 

 

1,046

 

 

 

50,727

 

Income tax

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

Net income (loss)

 

$7,230

 

 

$33,868

 

 

$1,046

 

 

$50,727

 

Net loss per common share, Basic and Diluted

 

$0.01

 

 

$0.03

 

 

$0.00

 

 

$0.05

 

Weighted average number of common shares outstanding, basic and diluted

 

 

1,837,168

 

 

 

957,595

 

 

 

1,475,872

 

 

 

957,595

 

 

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

 

 
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BARREL ENGERGY INC

 STATEMENTS OF SHAREHOLDERS DEFICIT

(Unaudited)

 

 

 

Preferred Shares

 

 

Common Stock

 

 

Paid-In

 

 

Accumulated

 

 

Stock

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Receivable

 

 

Total

 

Balance at December 31, 2024

 

 

5,000,000

 

 

 

5,000

 

 

 

957,595

 

 

 

957

 

 

 

-

 

 

 

(352,979)

 

 

(40,000)

 

 

(4,541)

Net income (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

16,859

 

 

 

-

 

 

 

16,859

 

Balance at March 31, 2025

 

 

5,000,000

 

 

 

5,000

 

 

 

957,595

 

 

 

957

 

 

 

-

 

 

 

(336,120)

 

 

(40,000)

 

 

12,318

 

Net Income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

33,868

 

 

 

 

 

 

 

33,868

 

Balance at June 30, 2025

 

 

5,000,000

 

 

 

5,000

 

 

 

957,595

 

 

 

957

 

 

 

18,713

 

 

 

(302,252)

 

 

(40,000)

 

 

46,186

 

Balance at December 31, 2025

 

 

5,000,000

 

 

 

5,000

 

 

 

1,007,122

 

 

 

1,007

 

 

 

355,929

 

 

 

(311,119)

 

 

-

 

 

 

50,818

 

Net income (loss)

 

 

-

 

 

 

-

 

 

 

--

 

 

 

-

 

 

 

-

 

 

 

(6,183)

 

 

-

 

 

 

(6,183)

Balance at March 31, 2026

 

 

5,000,000

 

 

 

5,000

 

 

 

1,007,122

 

 

 

1,007

 

 

 

355,929

 

 

 

(317,302)

 

 

-

 

 

 

44,635

 

Common stock issued

 

 

-

 

 

 

-

 

 

 

1,137,500

 

 

 

1,137

 

 

 

-

 

 

 

-

 

 

 

1,191

 

 

 

2,328

 

Net Income (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,230

 

 

 

-

 

 

 

7,230

 

Balance at June 30, 2026

 

 

5,000,000

 

 

$5,000

 

 

 

2,144,622

 

 

$2,144

 

 

$355,929

 

 

$(310,073)

 

 

1,191

 

 

$54,190

 

 

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

 

 
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BARREL ENERGY, INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

For Six Months Ended June

 

 

 

2026

 

 

2025

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net income(loss)

 

$1,046

 

 

$50,727

 

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(28,253)

 

 

(30,526)

Bad debt expense

 

 

8,130

 

 

 

(1,600)

Accounts payable and accrued expense

 

 

11,533

 

 

 

(58,044)

 

 

 

(7,544)

 

 

(39,443)

Net cash provided by (used in) operating activities

 

 

 

 

 

 

 

 

Cash Flows used in Investing Activities

 

 

 

 

 

 

 

 

Acquisition of vehicle

 

 

(25,500)

 

 

-

 

Net cash used in investing activities

 

 

(25,500)

 

 

-

 

Cash Flows from Financing Activates

 

 

 

 

 

 

 

 

Note receivable – Related parity

 

 

3,085

 

 

 

-

 

Net cash provided by financing activities

 

 

3,085

 

 

 

-

 

Net change in cash

 

 

(29,959)

 

 

(39,443)

Cash at beginning of period

 

 

51,948

 

 

 

67,368

 

Cash at end of period

 

$21,989

 

 

$27,929

 

SUPPLEMENT DISCLOSURE

 

 

 

 

 

 

 

 

Interest paid

 

$-

 

 

$-

 

Income taxes paid

 

$-

 

 

$-

 

NON-CASH TRANSACTIONS

 

 

 

 

 

 

 

 

 

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

 

 
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BARREL ENERGY INC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 – NATURE OF BUSINESS

 

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 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 May 30, 2025 the Company effected a reverse split the common stock resulting in a 1:400 reverse of the shares outstanding.

 

On June 22, 2026 the Company filed a certificate of amendment to designation relating to the 5,000,000 shares of series A preferred. The amendment stipulated that each one share of Series A preferred has 1,000 voting rights and each preferred share is convertible into 1,000 shares of common stock.

 

BASIS OF PRESENTATION

 

The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. The accompanying unaudited financial statements should be read in conjunction with the audited December 31, 2025 financial statements and related notes included in the Company’s form 10-K filed with the SEC.

 

 
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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.

 

Basic and diluted net income per share

 

Basic loss per share is calculated as net loss to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted loss per share for the period equals basic loss per share as the effect of any stock based compensation awards or stock warrants would be antidilutive. As of June 30, 2026 the potential shares at conversion standing was 5,002,144,622.

 

Recent Accounting Pronouncements

 

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.

 

 
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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 six months ended June 30, 2026 and 2025, the Company recorded bad debt of $8,310 and $1,600, respectively.

 

NOTE 2 – GOING CONCERN

 

The Company’s unaudited interim financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company, as shown in the accompanying balance sheets, has negative working capital and an accumulated deficit of $310,073 as of June 30, 2026. These factors raise substantial doubt about the company’s ability to continue as a going concern. The unaudited interim financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company will engage in very limited activities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may 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 stockholders.

 

NOTE 3 – 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.

 

 
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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

 

Revenue for the serves of grease trap cleaning and maintenance and pressure washing services is recognized upon the competition of the service.

 

Revenue for the sale of the cleaning product line is recognized upon the shipment of the product to the Customer.

 

Revenue for the recycling products is recognized upon delivery to the Company receiving the product for processing.

 

The Company had revenue of $54,843 and $97,238 during the three and six months ended June 30, 2026 and $62,654 and $107,798 for the same periods in 2025, respectively.

 

NOTE 4 – RELATED PARTY

 

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.

 

During the six months ended June 30, 2026 and 2025, the Company notes receivable due from related parties of $24,390 and $22,065, respectively.

 

NOTE 5 – 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.

 

 
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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 May 30, 2025 the Company effected a reverse split the common stock resulting in a 1:400 reverse of the shares outstanding.

 

During the six months period ended June 30, 2026, the Company issued 1,137,500 shares of common stock with a value of $2,328 for cash.

  

NOTE 6 – NOTES

 

During the six months ended June 30, 2026 and 2025, the Company notes receivable due from related parties of $24,390 and $22,065.

 

During the six months period ended June 30, 2026 a related party advanced the Company $3,085 through payment of an accounts payable.

 

NOTE 7 – FIXED ASSETS

 

During the six months period ended June 30, 2026 , the Company purchased a service truck for $25,000. The asset is being depreciated over a 60 months period.

 

NOTE 8 – SUBSEQUENT EVENTS

 

On July 2, 2026, the converted 750,000 shares of Series A preferred held by three related parties into 750,000,000 shares of common stock. The stock is converted at one share of preferred into 1,000 shares of common stock.

 

The Company has evaluated subsequent events to determine events occurring after June 30, 2026 that would have a material impact on the Company’s financial results or require disclosure and have determined none exist other than those noted above in this footnote. Funding has been reported on 8-K.

 

 
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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Executive Overview

 

Barrel Energy, Inc. (the “Company,” “Barrel Energy,” “we,” “us,” or “our”) is a Nevada corporation whose common stock is publicly traded under the symbol BRLL on the OTCIQ Market maintained by OTC Markets Group. The Company operates in the environmental services, renewable energy, and waste-to-value sectors.

 

In March 2025, the Company completed a reverse merger transaction pursuant to which Happy Traps, LLC became a wholly owned operating subsidiary of Barrel Energy Inc. As a result of this transaction, Happy Traps represents the Company’s primary operating business.

 

Operating Subsidiary – Happy Traps, LLC

 

Happy Traps, LLC (“Happy Traps”) is an environmentally focused grease trap service and waste management company headquartered at 51 Ingersoll Drive, Portland, Maine 04103. The Company provides grease trap pumping, cleaning, maintenance, and related services to restaurants and food service establishments, primarily in the greater Portland, Maine metropolitan area.

 

In addition to grease trap services, Happy Traps offers a proprietary line of eco-friendly cleaning products marketed under the Happy Traps Cleaners brand and provides used cooking oil collection and recycling services through a strategic partnership with Maine Standard Biofuels, Inc.

 

History of Happy Traps

 

Happy Traps was founded in 2016 by JarmiKaltsas, who has over 20 years of experience in the biodiesel, waste-to-energy and environmental services industries. The Company initially focused on grease trap pumping and maintenance services for restaurants and food service establishments in southern Maine.

 

Over time, Happy Traps expanded its operations to include proprietary eco-friendly cleaning products and used cooking oil recycling services. This evolution was driven by customer demand for bundled services and the Company’s commitment to sustainability and environmental responsibility.

 

In 2020, Kayla Tilton was appointed President, bringing regulatory and operational expertise gained from her prior work with the Maine Department of Environmental Protection and her leadership role at Maine Standard Biofuels. Under current leadership, Happy Traps has refined its operational efficiency, strengthened compliance capabilities and established the foundation for regional expansion.

 

In March 2025, Happy Traps completed a reverse merger with Barrel Energy, pursuant to which Barrel Energy acquired the Company. The transaction was structured to provide Happy Traps with access to additional capital, infrastructure and strategic resources to support regional expansion and integration into a broader renewable energy and waste-to-value platform. Following the transaction, Happy Traps continues to operate its business with existing management while aligning its growth strategy with Barrel Energy’s long-term objectives.

 

In summary, management continues to position the company in a way to best benefit from worldwide economic conditions, trends, events, and demand for new technologies.

 

 
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Liquidity and Capital Resources

 

At June 30, 2026, we had an accumulated deficit of $310,073. We recorded net income of $7,230 and $1,046for the three and six months periods ended June 30, 2026 and net income of $33,868 and $50,727 for the same period in 2025, respectively. Based on these numbers there is substantial doubt that we can continue as a going concern unless we obtain external funding. Management plans to continue limited operations until we obtain additional funding to expand our operations.

 

Working capital was $28,690 as of June 30, 2026, compared to working capital of 50,818 as of December 31, 2025.

 

Cash used in operations totaled $7,544 during the six months ended June 30, 2026, compared to cash used in operations of $39,443 during the same period in 2025.

 

Cash used in investing activities was $25,500 for the six months period ended June 30, 2026 compared to zero for the same period in 2025. The Company purchased a service truck which is being depreciated over 60 months.

 

Cash received from financing activities was $3,085 from a note payable related party.

 

Management expects to continue to issue common stock to pay for the future development and needs. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions. We also note that if we issue more shares of our common stock our shareholders may experience dilution in the value per share of their common stock.

 

Results of Operations

 

The Company recorded revenue of $54,843 and $97,238 during the three and six months periods ended June 30, 2026 and $62,654 and $107,798 for the same periods in 2025. Cost of service recorded during the three and six months ended June 30, 2026 was $25,175 and $47,993 compared to $18,534 and $33,705 for the same periods in 2025, respectively.

 

Total expenses for the three and six months periods ended June 30, 2026 $22,438 and $48,199 compared to $10,252 and $23,366 for the same periods in 2025. The increased expenses incurred during the three and six months ended June 30, 2026 due mostly to the increase in general and administrative expenses along with increased bad debt expense.

 

The Company incurred net income of $7,230 and $1,046 in the three and six months periods ended June 30, 2026, compared to net income of $33,868 and $50,727 for the same periods in 2025. The higher net income in 2025 was due to lower cost of services plus higher sales versus the same period in 2026.

 

Revenue decreased for the three and six months ended June 30, 2026 compared to the same periods in 2025 primarily due to timing of jobs and the Company’s decision to stop servicing larger traps as a result of capacity constraints.

 

Off-Balance Sheet Arrangements

 

None

 

 
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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4: CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO /CFO do not possess accounting expertise, and our company does not have an audit committee. This weakness is due to the Company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

 

Changes in Internal Control over Financial Reporting

 

Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first nine months that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
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PART II – OTHER INFORMATION

 

 ITEM 1: LEGAL PROCEEDINGS.

 

None

 

ITEM 1A: RISK FACTORS

 

None

 

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

 

During the six months period ending June 30, 2026 the Company issued 1,137,500 shares of common stock for cash.

 

ITEM 3: DEFAULTS UPON SENIOR SECURITIES.

 

None

 

ITEM 4: MINE SAFETY INFORMATION

 

None

 

ITEM 5: OTHER INFORMATION.

 

None

 

ITEM 6. EXHIBITS

 

No.  

 

Description

31.1

 

Chief Executive Officer Certification

31.2

 

Chief Financial Officers Certification

32.1

 

Section 1350 Certification

32.2

 

Section 1350 Certification

101.INS

 

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

Inline XBRL Taxonomy Extension Definition Document

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 BARREL ENERGY, INC.
    
Date: August 14, 2026By:/s/ Jarmin Kaltsas

 

 

Jarmin Koltsas President 
  Chief Executive Officer 

 

 
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