10-Q 1 barrel_10q.htm FORM 10-Q barrel_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended June 30, 2018

 

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

 

From transition period from ____ to ____

 

Commission File No.: 333-201740

 

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.)

 

 

 

1206-588 Broughton Street Vancouver, B.C. Canada

 

V6S 3E3

(Address of principal executive offices)

 

(Zip Code)

 

(604) 375-6005

(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 x 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 x

 

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

x

 

 

Emerging Growth Company

x

 

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    x No

 

As of August 8, 2018 the registrant had 12,301,332 shares of common stock outstanding.

 

 
 
 
 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 

 

 

 

Item 1: 

Financial Statements

 

4

 

 

Balance Sheets as of June 30, 2018, and September 30, 2017 - (Unaudited)

 

5

 

 

Statements of Operations and Comprehensive loss for the Three and Nine Months Ended June 30, 2018 and 2017 – (Unaudited)

 

6

 

 

Statements of Cash Flows for the Nine Months Ended June 30, 2018 and 2017 (Unaudited)

 

7

 

 

Notes to Financial Statements (Unaudited)

 

8

 

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

10

 

Item 3:

Quantitative and Qualitative Disclosures about Market Risk

 

11

 

Item 4T:

Controls and Procedures

 

11

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

Item 1:

Legal Proceedings

 

12

 

Item 1A:

Risk Factors

 

12

 

Item 2:

Unregistered Sales of Securities and Use of Proceeds

 

12

 

Item 3:

Default upon Senior Securities

 

12

 

Item 4:

Mine Safety Information

 

12

 

Item 5:

Other information

 

12

 

Item 6:

Exhibits

 

13

 

Signatures

 

14

 

 

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

 

 
2
 

 

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 nine months period ended June 30, 2018 and 2017 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 nine months ended June 30, 2018 are not necessarily indicative of results to be expected for any subsequent period. Our year end is September 30.

 

 
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BARREL ENERGY INC

BALANCE SHEETS

(Unaudited)

 

 

 

June 30,

2018

 

 

September 30,

2017

 

 

 

 

 

 

 

 

ASSETS

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$ 8,090

 

 

$ 250,160

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

8,090

 

 

 

250,160

 

 

 

 

 

 

 

 

 

 

Total assets

 

$ 8,090

 

 

$ 250,160

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

24,393

 

 

$ 28,241

 

Advances from shareholder

 

 

29,470

 

 

 

62,994

 

Convertible note – related party

 

 

-

 

 

 

2,245

 

Convertible notes payable

 

 

51,517

 

 

 

54,515

 

Total current liabilities

 

 

105,380

 

 

 

147,995

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

105,380

 

 

 

147,995

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

 

 

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

 

-

 

 

-

 

Common stock, $0.001 par value, 70,000,000 authorized, 12,301,332 issued and outstanding as of June 30, 2018 and September 30, 2017, respectively

 

 

12,301

 

 

 

12,301

 

Additional paid in capital

 

 

272,638

 

 

 

272,638

 

Accumulated other comprehensive loss

 

 

(7,867 )

 

 

(4,297 )

Accumulated deficit

 

 

(374,362 )

 

 

(178,477 )

Total stockholders’ equity (deficit)

 

 

(97,290 )

 

 

102,165

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity (deficit)

 

$ 8,090

 

 

$ 250,160

 

 

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

(Unaudited)

 

 

 

For Three Months

Ended June 30,

 

 

For Nine Months

Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Impairment of unproven property

 

$ --

 

 

$ --

 

 

$ --

 

 

$ 45,042

 

General and administrative expense

 

 

7,319

 

 

 

17,445

 

 

 

192,025

 

 

 

34,183

 

Loss from operations

 

 

(7,319 )

 

 

(17,445 )

 

 

(192,025 )

 

 

(79,225 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on debt forgiveness

 

 

--

 

 

 

24,625

 

 

 

--

 

 

 

24,625

 

Interest expense

 

 

(1,256 )

 

 

(1,834 )

 

 

(3,860 )

 

 

(5,364 )

Total other expense

 

 

(1,256 )

 

 

22,791

 

 

 

(3,860 )

 

 

19,261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

(8,575 )

 

 

5,346

 

 

 

(195,885 )

 

 

(59,964 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

6,188

 

 

 

(7,886 )

 

 

(3,570 )

 

 

(5,435 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

$ (2,387 )

 

$ (2,540 )

 

$ (199,455 )

 

$ (65,399 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share, Basic and Diluted

 

$ (0.00 )

 

$ 0.00

 

 

$ (0.02 )

 

$ (0.01 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding, basic and diluted

 

 

12,301,332

 

 

 

10,804,000

 

 

 

12,301,322

 

 

 

10,804,000

 

 

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

 

 
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BARREL ENGERGY INC

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

For the Nine Months

Ended June 30,

 

 

 

2018

 

 

2017

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$ (195,855 )

 

$ (59,964 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Gain on debt forgiveness

 

 

--

 

 

 

(24,625 )

Impairment of unproven property

 

 

--

 

 

 

45,042

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expense

 

 

53,111

 

 

 

44,852

 

Net cash provided by (used in) operating activities

 

 

(142,744 )

 

 

5,305

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Repayment of related party advances and convertible note payable

 

 

(92,739 )

 

 

--

 

Net cash used in financing activities

 

 

(92,739 )

 

 

--

 

 

 

 

 

 

 

 

 

 

Effects of currency translation

 

 

(6,587 )

 

 

(5,435 )

 

 

 

 

 

 

 

 

 

Net decrease in cash

 

 

(242,070 )

 

 

(130 )

Cash – beginning of period

 

 

250,160

 

 

 

330

 

Cash – end of period

 

$ 8,090

 

 

$ 200

 

 

 

 

 

 

 

 

 

 

SUPPLEMENT DISCLOSURES:

 

 

 

 

 

 

 

 

Interest paid

 

$ --

 

 

$ -

 

Income taxes paid

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NON CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Advances due to related party for expenses paid on behalf of the Company

 

$ 51,898

 

 

$ 34,829

 

 

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 (“we”, “our”, the “Company”, “Barrel”) was incorporated on January 27, 2014 under the laws of the State of Nevada. The Company was formed to invest in producing oil and gas properties. On September 26, 2014, the Company leased a non-producing oil and gas property in the province of Alberta, Canada.

 

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 nine months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2018. 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 September 30, 2017 financial statements and related notes included in the Company’s form 10-K filed with the SEC on December 29, 2017.

 

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.

 

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 as of June 30, 2018. The Company has not established any source of revenue to cover its operating costs. 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.

 

 
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NOTE 3 – CONVERTIBLE NOTE

 

On July 1, 2014, the Company issued a USD $67,215 (CAD $75,000) convertible note for cash. The note bears an interest rate of 9.5% and matured on December 31, 2015. The note, plus accrued interest, is convertible by the holder, in part or whole, until the date of maturity into common stock of the Company at CAD one cent ($0.01) per share. The note is in default. The Company by resolution has elected to allow conversion of any and all the notes outstanding principal and interest until the note is fully paid. On September 30, 2017 the Company issued 700,000 shares of common stock with a value of $5,612 (CDN $7,000) for partial conversion of the convertible note. As of June 30, 2018, the convertible debt outstanding was USD $51,517 plus accrued interest of USD $20,893 for a total liability of USD $72,410.

 

On December 1, 2014, the Company issued to a related party, who is an officer and director of the Company, a convertible note for USD $2,226 (CAD $2,800). The note bears an interest rate of 5% per annum and matured on December 31, 2015. On December 29, 2017 the Company paid the outstanding principal of $2,226 and interest of $334 for a total of $2,560.

 

The Company analyzed the conversion option under ASC for “Derivatives and Hedging” and “Convertible Securities with Beneficial Conversion Features” and concluded that none applied.

 

NOTE 4 – RELATED PARTY

 

During the nine months ended June 30, 2018, an officer and director of the Company paid USD $51,989 of operating expenses on behalf of the Company while the Company repaid the related party $90,513. The total amount due as of June 30, 2018 is $29,470 The advances are unsecured, bear no interest and are payable on demand.

 

During the nine months period ended June 30, 2018, the Company paid a related party, who is an officer and director of the Company, USD $100,000 in consulting fees under a consulting agreement with the Company.

 

On December 1, 2014, the Company issued to a related party, who is an officer and director of the Company, a convertible note for USD $ 2,226 (CAD $2,800). The note bears an interest rate of 5% per annum and matured on December 31, 2015. On December 29, 2017 the Company paid the outstanding principal of $2,226 and interest of $334 for a total of $2,560.

 

Our operations are currently being conducted out of the premises at 1206-588 Broughton Street Vancouver, B.C. Canada. V6S 3E3 Canada. Mr. Sangha makes these premises available to us rent-free. We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growth of the Company.

 

NOTE 5 – SUBSEQUENT EVENTS

 

On July 20, 2018 an officer and director of the Company paid on behalf of the Company $3,500 in accounts payable.

 

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

 

Executive Overview

 

Barrel Energy Inc (Barrel) was incorporated on January 27, 2014 under the laws of the State of Nevada. The Company was formed to invest in producing oil and gas properties. On September 26, 2014, the Company leased an unproven oil and gas property in the province of Alberta, Canada.

 

As of the date of this filing we have no operations and have recorded no revenues for the past two years. Our focus for the next twelve months will be to obtain additional funding to develop and expand our operations and new projects. Our success will depend on our ability to obtain funding through equity and/or debt transactions. However, with the downturn of the United States and world economies, we will encounter substantial competition for the limited financing that will be available in the market place. If we are unable to obtain financing, then we will likely delay further development of our unimproved property which is an oil lease in Canada.

 

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.

 

Liquidity and Capital Resources

 

At June 30, 2018, we had an accumulated deficit of $374,362. We recorded a net loss of $8,575 and $195,885 for the three and nine months periods ended June 30, 2018 and net income of $5,346 and a net loss of $59,964 for the same periods in 2017, 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 negative $97,290 as of June 30, 2018, compared to positive working capital of $102,165 as of September 30, 2017.

 

Cash used in operations totaled $142,744 during the nine months ended June 30, 2018, compared to cash provided by operations of $5,305 during the same period in 2017.

 

Funds used in financing activities was $92,739 resulting from repayment of advances and note payable of a related party during the nine months ended June 30, 2018, compared to zero during the same period in 2017.

 

The effect of foreign currency translation on cash flows was a negative $6,587 for the nine months ended June 30, 2018, compared to a negative $5,435 in the same period in 2017.

 

 
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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.

 

We intend to rely on debt and equity financing, capital contributions from management and sales of our common stock to pay for costs, services, operating leases, litigation expense and future development of our business opportunities. Accordingly, our focus for the next twelve months will be to obtain additional funding through debt or equity financing. Our success in obtaining funding will depend upon our ability to sell our common stock or borrow on terms that are financially advantageous to us. If we are unable to obtain financing, then expansion of our operations will be delayed.

 

Results of Operations

 

The Company recorded no revenue during the three and nine months periods ended June 30, 2018 and 2017.

 

General and administrative expenses for the three and nine months periods ended June 30, 2018 totaled $7,319 and $192,025 compared to $17,445 and $34,183 for the same periods in 2017. The increase loss from operations for the three and nine months in 2018 compared to 2017 was due to the consulting costs paid to a related party of $100,000.

 

The Company incurred a net loss of $8,575 and $195,885 in the three and nine months periods ended June 30, 2018, compared to net income of $5,346 and net loss of $59,964 for the same periods in 2017. The higher net loss was due to higher general and administrative cost in the nine months periods ended June 30, 2018 compared to the same periods in 2017.

 

Off-Balance Sheet Arrangements

 

None

 

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.

 

None

 

ITEM 3: DEFAULTS UPON SENIOR SECURITIES.

 

None

 

ITEM 4: MINE SAFETY INFORMATION

 

None

 

ITEM 5: OTHER INFORMATION.

 

None

 

 
12
 
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ITEM 6. EXHIBITS

 

No.

 

Description

 

 

 

31.1

 

Rule 13a-14(a)/15d-14(a) Certification

31.2

 

Rule 13a-14(a)/15d-14(a) Certification

32.1

 

Section 1350 Certification

32.2

 

Section 1350 Certification

101

 

XBRL Interactive Data Files pursuant to Rule 405 of Regulation S-T

 

 
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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 8, 2018

By:

/s/ Gurm Sangha

 

 

 

Gurm Sangha

President

Chief Executive Officer

 

 

 

14