Barrel Energy Inc. (Form: S-1/A, Received: 03/23/2015 16:13:14)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 2015.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

W ASHINGTON, D.C. 20549

Amendment No. 1 to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BARREL ENERGY INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

1311

(Primary Standard Industrial Classification Code Number)

(IRS Employer Identification No. 47-1963189)

14890 66a Ave.

Surrey, B.C. V3S 9Y6, Canada

(604) 375-6005

(Address and telephone number of registrant's principal executive offices)

Frederick C. Bauman, Esq.

Bauman & Associates Law Firm 6440 Sky Pointe Dr., Ste 140-149 Las Vegas, NV 89131

(702) 533-8372

(Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer	¨	Accelerated Filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered		Proposed Maximum offering price per share (2)		Proposed Maximum aggregate offering price		Amount fee (1)

Common Stock		8,000,000	$	0.025	$	200,000	$	23.24

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such section 8(a), may determine.

BARREL ENERGY INC.

8,000,000 SHARES OF COMMON STOCK

$0.025 per share

NO MINIMUM

This is the initial offering of Common stock of Barrel Energy Inc. and no public market exists for the securities being offered. Barrel Energy Inc. is offering for sale a total of 8,000,000 shares of its Common Stock on a "self-underwritten", best effort basis. The shares will be offered at a fixed price of $.025 per share for a period not to exceed 180 days from the date of this prospectus, unless extended by our Board of Directors for an additional 90 days.

There is no minimum number of shares required to be purchased. This offering is on a best effort basis, meaning, no minimum number of shares must be sold. See "Use of Proceeds" and "Plan of Distribution".

Barrel Energy Inc. is a development stage, start-up company. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a complete loss of your investment.

BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, RISK FACTORS SECTION, BEGINNING ON PAGE 7.

Barrel Energy Inc. qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”).

Neither the U.S. Securities and Exchange Commission nor any state securities division has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

PROCEEDS

	Offering Price Per Share		Total Amount of Offering		Underwriting Commissions		Proceeds To Us

Common Stock	$	0.025	$	200,000	$	0	$	200,000

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Subject to Completion, _____ 2015

TABLE OF CONTENTS

	Page No.
SUMMARY OF PROSPECTUS		5
General Information about Our Company		5
The Offering		5

RISK FACTORS		7
Risks Associated With Our Company		7
Risks Associated With This Offering		10

USE OF PROCEEDS		15
DETERMINATION OF OFFERING PRICE		15
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES		15

PLAN OF DISTRIBUTION		17
Offering will be Sold by Our Officer and Director		17
Terms of the Offering		18
Deposit of Offering Proceeds		18
Procedures for and Requirements for Subscribing		18

DESCRIPTION OF SECURITIES		18
INTEREST OF NAMED EXPERTS AND COUNSEL		19
DESCRIPTION OF OUR BUSINESS		19
DESCRIPTION OF PROPERTY		25
LEGAL PROCEEDINGS		26
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		26
FINANCIAL STATEMENTS		28
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION		28
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		31
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON		31
EXECUTIVE COMPENSATION		33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT		34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		35
INDEMNIFICATION		35
AVAILABLE INFORMATION		35

BARREL ENERGY INC.

14890 66a Ave.

Surrey, B.C. V3S 9Y6, Canada

SUMMARY OF PROSPECTUS

You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise denotes, references to "we," "us," "our" and "Barrel" are to Barrel Energy Inc.

GENERAL INFORMATION ABOUT OUR COMPANY

Barrel Energy Inc. was incorporated in the State of Nevada on January 27, 2014. Barrel Energy Inc. is an oil and gas company with a focus on assets located in North America. Currently the company holds oil & gas leases in Alberta, Canada and its strategy is to exploit high impact and development oil plays and liquids-rich deep basin gas plays through the development of its asset base. The company currently holds interest in 2560 acres of oil & gas leases known as the Bison Property. Our near term business strategy is to conduct exploration activities on the Bison Property.

We are a development stage company and have not yet generated any revenues. Our limited start-up operations have consisted of the formation of our business plan and acquisition of our oil and gas leases. Currently our President devotes approximately 20 hours a week to the company. We will require the funds from this offering in order to implement our business plan as discussed in the "Plan of Operation" section of this prospectus. We have been issued a "substantial doubt" going concern opinion from our auditors and our assets at September 30, 2014 consisted of $55,542.

Our administrative office of the company is currently located at the premises of our President, Gurminder Sangha, which he provides to us on a rent free basis at 14890 66a Ave., Surrey, B.C. V3S 9Y6, Canada. We plan to use these offices until we require larger space. Our fiscal year end is September 30.

THE OFFERING

Following is a brief summary of this offering. Please see the Plan of Distribution section for a more detailed description of the terms of the offering.

Securities Being Offered:		8,000,000 shares of common stock, par value $.001.

Offering Price per Share:		$.025

Offering Period:		The shares are being offered for a period not to exceed 180 days, unless extended by our Board of Directors for an additional 90 days. There is no minimum offering of the shares before the expiration date of the offering.

Net Proceeds to Our Company:		$200,000

Use of Proceeds:		We intend to use the proceeds for exploration of the Bison leases.

Number of Shares Outstanding Before the Offering:		10,000,000 shares

Number of Shares Outstanding After the Offering:		8,000,000 shares if all shares are sold.

Our officer, director, control person and/or affiliates do not intend to purchase any shares in this offering.

Selected Financial Data

The Following financial information summarizes the more complete historical financial information at the end of this prospectus. The total Expenses are composed of incorporation and banking Costs.

BALANCE SHEET

	As of September 30, 2014

Total Assets	$	55,542

Total Liabilities	$	68,299

Stockholders Equity (deficit)	$	(12,757	)

INCOME STATEMENT

		Period from January 27, 2014 To September 30, 2014
		Period from January 27, 2014 To September 30, 2014

Revenue	$	-0-

Total Expenses	$	(20,208	)

Total other expenses	$	(1,933	)

Net Loss	$	(22,141	)

Foreign currency translation adjustment	$	395

Comprehensive (loss)	$	21,746

RISK FACTORS

An investment in these securities involves an exceptionally high degree of risk and is extremely speculative in nature. Following are what we believe are all of the material risks involved if you decide to purchase shares in this offering.

RISKS ASSOCIATED WITH OUR COMPANY

THERE CAN BE NO ASSURANCE THAT WE WILL DISCOVER OIL OR NATURAL GAS IN ANY COMMERCIAL QUANTITY ON OUR PROPERTIES.

Exploration for economic reserves of oil and natural gas is subject to a number of risks. There is competition for the acquisition of available oil and natural gas properties. Few properties that are explored are ultimately developed into producing oil and/or natural gas wells. If we cannot discover oil or natural gas in any commercial quantity thereon, our business will fail.

WE DO NOT HAVE ANY PROVEN RESERVES OF OIL OR GAS.

We do not have any proven reserves of oil or gas. There are no reserves that may be relied upon for any purpose. Accordingly, you may not reasonably assume that the Company has any reserves on its leases.

EVEN IF WE ARE ABLE TO ENGAGE IN EXPLORATION ON OUR PROPERTY AND ESTABLISH THAT IT CONTAINS OIL OR NATURAL GAS IN COMMERCIALLY EXPLOITABLE QUANTITIES, THE POTENTIAL PROFITABILITY OF OIL AND NATURAL GAS VENTURES DEPENDS UPON FACTORS BEYOND THE CONTROL OF OUR COMPANY.

The potential profitability of oil and natural gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and natural gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls or any combination of these and other factors, and respond to changes in domestic, international, political, social and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. In addition, adverse weather conditions can hinder drilling operations. These changes and events may materially affect our future financial performance. These factors cannot be accurately predicted and the combination of these factors may result in our company not receiving an adequate return on invested capital. Also even with a productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or natural gas from the well. Production from any well may be unmarketable if it is impregnated with water or other deleterious substances. Also, the marketability of oil and natural gas which may be acquired or discovered will be affected by numerous related factors, including the proximity and capacity of oil and natural gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production, environmental protection, and quality of natural gas produced all of which could result in greater expenses than revenue generated by the well.

THE MARKETABILITY OF NATURAL RESOURCES WILL BE AFFECTED BY NUMEROUS FACTORS BEYOND OUR CONTROL WHICH MAY RESULT IN US NOT RECEIVING AN ADEQUATE RETURN ON INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.

The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and natural gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and natural gas and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

OIL AND NATURAL GAS OPERATIONS ARE SUBJECT TO COMPREHENSIVE REGULATION WHICH MAY CAUSE SUBSTANTIAL DELAYS OR REQUIRE CAPITAL OUTLAYS IN EXCESS OF THOSE ANTICIPATED CAUSING AN ADVERSE EFFECT ON OUR COMPANY.

Oil and natural gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and natural gas operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages. To date, we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in the future and this may affect our ability to expand or maintain our operations.

EXPLORATORY DRILLING INVOLVES MANY RISKS AND WE MAY BECOME LIABLE FOR RECLAMATION OR OTHER LIABILITIES WHICH MAY HAVE AN ADVERSE EFFECT ON OUR FINANCIAL POSITION.

Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour natural gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labor, and other risks are involved. We may become subject to liability for pollution or hazards against which we cannot economically insure.

EXPLORATION AND PRODUCTION ACTIVITIES ARE SUBJECT TO CERTAIN ENVIRONMENTAL REGULATIONS WHICH MAY PREVENT OR DELAY THE COMMENCEMENT OR CONTINUATION OF OUR OPERATIONS.

In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuation of a given operation. Specifically, we may be subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION

Our independent registered accountants’ audit report stated that we have had significant operating losses, a working capital deficiency and that we are in need for a new capital raise, which raise substantial doubt about our ability to continue as a going concern. If Management is unable to address these uncertainties in a successful manner, we could go out of business, with the result that you would lose your investment.

SINCE WE ARE A DEVELOPMENT STAGE COMPANY, HAVE GENERATED NO REVENUES AND LACK AN OPERATING HISTORY, AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.

Our company was incorporated on January 27, 2014; we have not yet commenced our exploration activities on our Bison oil and gas leases; and we have not yet realized any revenues. We have no operating history upon which an evaluation of our future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incur significant expenses associated with the initial startup of our business. Further, we cannot guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares you purchase in this offering.

WE DO NOT YET HAVE ANY SUBSTANTIAL ASSETS BEYOND OUR OIL AND GAS LEASES AND ARE DEPENDENT UPON THE PROCEEDS OF THIS OFFERING TO FULLY FUND OUR BUSINESS. IF WE DO NOT SELL AT LEAST HALF OF THE SHARES IN THIS OFFERING AND RECEIVE AT LEAST HALF OF THE MAXIMUM PROCEEDS, WE WILL HAVE TO SEEK ALTERNATIVE FINANCING TO COMPLETE OUR BUSINESS PLANS OR ABANDON THEM.

The only cash currently available is the cash paid by our founders for the acquisition of their shares as well as loans from Mr. Sangha. In the event we do not sell all of the shares and raise the total offering proceeds, there can be no assurance that we would be able to raise the additional funding needed to implement our business plans or that unanticipated costs will not increase our projected expenses for the year following completion of this offering. Our auditors have expressed substantial doubt as to our ability to continue as a going concern.

WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES, WHICH COULD RESULT IN A TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.

We have not yet generated any revenues from operations. In order for us to continue with our plans and open our business, we must raise our initial capital to do so through this offering. The timing of the completion of the milestones needed to commence operations and generate revenues is contingent on the success of this offering. There can be no assurance that we will generate revenues or that revenues will be sufficient to maintain our business. As a result, you could lose all of your investment if you decide to purchase shares in this offering and we are not successful in our proposed business plans.

THE LOSS OF THE SERVICES OF GURMINDER SANGHA COULD SEVERELY IMPACT OUR BUSINESS OPERATIONS AND FUTURE DEVELOPMENT OF OUR PRODUCTS, WHICH COULD RESULT IN A LOSS OF REVENUES AND YOUR ABILITY TO EVER SELL ANY SHARES YOU PURCHASE IN THIS OFFERING.

Our performance is substantially dependent upon our President, Gurminder Sangha. The loss of his services could result in a loss of revenues, which could result in a reduction of the value of any shares you purchase in this offering.

THE SARBANES-OXLEY ACT IMPOSES SUBSTANTIAL BURDENS UPON THE COMPANY WITHOUT PROVIDING CORRESPONDING BENEFITS TO THE COMPANY.

The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") was enacted in response to public concern regarding corporate accountability in the wake of a number of accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, provide enhanced penalties for accounting and auditing improprieties at publicly traded companies and protect investors by improving the accuracy and reliability of corporate disclosure pursuant to applicable securities laws. The Sarbanes-Oxley Act applies to all companies that file or are required to file periodic reports with the SEC under the Securities Exchange Act of 1934 (the "Exchange Act").

Upon becoming a public company, we will be required to comply with the Sarbanes-Oxley Act. Since the enactment of the Sarbanes-Oxley Act has resulted in the imposition of a series of rules and regulations by the SEC that increase the responsibilities and liabilities of directors and executive officers, the perceived increased personal risk associated with these changes may deter qualified individuals from accepting such roles. Consequently, it may be more difficult for us to attract and retain qualified persons to serve as our directors or executive officers, and we may need to incur additional operating costs. This could prevent us from becoming profitable.

RISKS ASSOCIATED WITH THIS OFFERING:

THE TRADING IN OUR SHARES WILL BE REGULATED BY SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK." THE EFFECTIVE RESULT BEING FEWER PURCHASERS QUALIFIED BY THEIR BROKERS TO PURCHASE OUR SHARES, AND THEREFORE A LESS LIQUID MARKET FOR OUR INVESTORS TO SELL THEIR SHARES.

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker- dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES. UNLESS WE ARE SUCCESSFUL IN SELLING AT LEAST 50% OF THE SHARES AND RECEIVING $100,000 IN THE PROCEEDS FROM THIS OFFERING, WE MAY HAVE TO SEEK ALTERNATIVE FINANCING TO IMPLEMENT OUR BUSINESS PLANS.

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell them through our officer and director, who will receive no commissions. He will offer the shares to friends, relatives, acquaintances and business associates, however, there is no guarantee that he will be able to sell any of the shares.

DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the effectiveness of this Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. As of the date of this filing, there have been no discussions or understandings between Barrel or anyone acting on our behalf with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES.

Our existing stockholders acquired their shares at a cost of $0.001 per share, a cost per share substantially less than that which you will pay for the shares you purchase in this offering. Accordingly, any investment you make in these shares will result in the immediate and substantial dilution of the net tangible book value of those shares from the $0.025 you pay for them. Upon completion of the offering, the net tangible book value of your shares will be $0.0096 per share, $0.0154 less than what you paid for them.

WE WILL BE HOLDING ALL PROCEEDS FROM THE OFFERING IN A STANDARD BANK CHECKING ACCOUNT. THERE IS NO GUARANTEE THAT ALL OF THE FUNDS USED AS OUTLINED IN THE USE OF PROCEEDS TABLE WILL BE EFFECTIVE FOR DEVELOPMENT OF OUR BUSINESS DESCRIBED IN THIS PROSPECTUS.

All funds received from the sale of shares in this offering will be deposited into a standard bank checking account. We intend to use the proceeds raised in this offering for the uses set forth in the proceeds table. The failure of funds used to effectively grow our business could result in unfavorable returns or no income at all. This could have a significant adverse effect on our financial condition and could cause the price of our common stock to decline.

OUR DIRECTORS AND OFFICERS WILL CONTINUE TO EXERCISE SIGNIFICANT CONTROL OVER OUR OPERATIONS, WHICH MEANS AS A MINORITY SHAREHOLDER, YOU WOULD HAVE NO CONTROL OVER CERTAIN MATTERS REQUIRING STOCKHOLDER APPROVAL THAT COULD AFFECT YOUR ABILITY TO EVER RESELL ANY SHARES YOU PURCHASE IN THIS OFFERING.

After the completion of this offering, our management will own 55.55% of our common stock. In the event that fewer than the maximum shares of the offering are sold, management’s percentage ownership will be even higher. It will have a significant influence in determining the outcome of all corporate transactions, including the election of directors, approval of significant corporate transactions, changes in control of the company or other matters that could affect your ability to ever resell your shares. Its interests may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA") SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT YOUR ABILITY TO BUY AND SELL OUR COMMON STOCK, WHICH COULD DEPRESS THE PRICE OF OUR SHARES.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE; WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

Our business plan allows for the estimated cost of this Registration Statement to be paid from our cash on hand. We plan to contact a market maker immediately following the effectiveness of this Registration Statement and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.

FORWARD LOOKING STATEMENTS

This Prospectus contains projections and statements relating to the Company that constitute "forward-looking statements." These forward-looking statements may be identified by the use of predictive, future-tense or forward-looking terminology, such as "intends," "believes," "anticipates," "expects," "estimates," "may," "will," "might," "outlook," "could," "would," "pursue," "target," "project," "plan," "seek," "should," "assume," or similar terms or the negatives thereof. Such statements speak only as of the date of such statement, and the Company undertakes no ongoing obligation to update such statements. These statements appear in a number of places in this Prospectus and include statements regarding the intent, belief or current expectations of the Company, and its respective directors, officers or advisors with respect to, among other things:

*	trends affecting the Company's financial condition, results of operations or future prospects

*	the Company's business and growth strategies

*	the factors that we expect to contribute to our success and our ability to be successful in the future

*	our business model and strategy for realizing positive sales results

*	competition, including the impact of competition on our operations, our ability to respond to such competition and our expectations regarding continued competition in the markets in which we compete;

*	expenses

*	our expectations with respect to continued disruptions in the global capital markets and reduced levels of consumer spending and the impact of these trends on our financial results

*	the impact of new accounting pronouncements on our financial statements

*	that our cash flows from operating activities will be sufficient to meet our projected operating and capital expenditures for the next twelve months

*	our market risk exposure and efforts to minimize risk

*	our overall outlook including all statements under MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

*	that estimates and assumptions made in the preparation of financial statements in conformity with US GAAP may differ from actual results and

*	expectations, plans, beliefs, hopes or intentions regarding the future.

Potential investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that, should conditions change or should any one or more of the risks or uncertainties materialize or should any of the underlying assumptions of the Company prove incorrect, actual results may differ materially from those projected in the forward-looking statements as a result of various factors, some of which are unknown. The factors that could adversely affect the actual results and performance of the Company include, without limitation:

*	the Company's inability to raise additional funds to support operations and capital expenditures

*	the Company's inability to effectively manage its growth

*	the Company's inability to achieve greater and broader market acceptance in existing and new market segments

*	the Company's inability to successfully compete against existing and future competitors

*	the economic downturn and its effect on consumer spending

*	the risk that negative industry or economic trends, including the market price of our common stock trading below its book value, reduced estimates of future cash flows, disruptions to our business, slower growth rates or lack of growth in our business, may result in significant write-downs or impairments in future period

*	the effects of events adversely impacting the economy or the regions from which we draw a significant percentage of our customers, including the effects of the current economic recession, war, terrorist or similar activity or disasters

*	the effects of oil and gas market price declines on our cost of operations and our revenues

*	financial community perceptions of our Company and the effect of economic, credit and capital market conditions on the economy and the software industry and other factors described elsewhere in this Prospectus, or other reasons.

Potential investors are urged to carefully consider such factors. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements and the "Risk Factors" described herein.

USE OF PROCEEDS

When all the shares are sold the gross proceeds from this offering will be $200,000. We expect to disburse the proceeds from this offering in the priority set forth below. The following table shows the intended use of proceeds assuming that 25%, 50%, 75% and 100%, respectively, of the Offering is sold. In the event that only 25% is sold, the proceeds will be spent entirely on offering expense, SEC reporting and compliance and Phase 1 of the Exploration Program.

	If 25% shares sold		If 50% shares sold		If 75% shares sold		If 100% shares sold
Description	Fees		Fees		Fees		Fees
SEC reporting and compliance	$	10,000	$	10,000	$	10,000	$	10,000
Offering Expenses	$	14,500	$	14,500	$	14,500	$	14,500
Exploration Expenses	$	25,500	$	75,500	$	125,500	$	175,500
Total	$	50,000	$	100,000	$	150,000	$	200,000

DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price we took into consideration our capital structure and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of our securities.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering.

Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

As of December 31, 2014, the net tangible book value of our shares was $(20,928) or approximately $(0.0021) per share, based upon 10,000,000 shares outstanding.

Upon completion of this offering, but without taking into account any change in the net tangible book value after completion of this offering other than that resulting from the sale of the shares and receipt of the total proceeds of $200,000 net of the estimated $14,500 offering costs, the net tangible book value of the 18,000,000 shares to be outstanding will be $172,743, or approximately $0.0096 per Share. Accordingly, the net tangible book value of the shares held by our existing stockholders (10,000,000 shares) will be increased by $0.0109 per share without any additional investment on their part. The purchasers of shares in this offering will incur immediate dilution (a reduction in the net tangible book value per share from the offering price of $0.025 per Share) of $0.0154 per share. As a result, after completion of the offering, the net tangible book value of the shares held by purchasers in this offering would be $0.0096 per share, reflecting an immediate reduction in the $0.025 price per share they paid for their shares.

After completion of the offering, the existing shareholders will own 55.55% of the total number of shares then outstanding, for which they will have made a cash investment of $10,000, or $0.001 per Share. Upon completion of the offering, the purchasers of the shares offered hereby will own 45.45% of the total number of shares then outstanding, for which they will have made a cash investment of $200,000, or $0.025 per Share.

The following table illustrates the per share dilution to the new investors and does not give any effect to the results of any operations subsequent to December 31, 2014. The following table shows the per share dilution assuming that 25%, 50%, 75% and 100%, respectively, of the primary Offering by the Company is sold.

		25%			50%			75%			100%
Price Paid per Share by Existing Shareholders	$	.001		$	.001		$	.001		$	.001
Public Offering Price per Share	$	.025		$	.025		$	.025		$	.025
Net Tangible Book Value Prior to this Offering	$	(.0021	)	$	(.0021	)	$	(.0021	)	$	(.0021	)
Net Tangible Book Value After this Offering	$	.0038		$	.006		$	.0085		$	.0104
Increase in Net Tangible Book Value per Share Attributable to cash payments from purchasers of the shares offered	$	.0043		$	.0065		$	.0090		$	.0109
Immediate Dilution per Share to New Investors	$	.022		$	.020		$	.017		$	.0154

PLAN OF DISTRIBUTION

OFFERING WILL BE SOLD BY OUR OFFICERS AND DIRECTOR

This is a self-underwritten offering. This Prospectus is part of a Prospectus that permits our Mr Sangha and Mr. Wolf to sell the Shares on behalf of the Company directly to the public, with no commission or other remuneration payable to him for any Shares that they sell.

There are no plans or arrangements to enter into any contracts or agreements to sell the Shares with a broker or dealer. Mr. Sangha and Mr. Wolf, our officers and director, will sell the shares on behalf of the Company, and they intend to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, our officers will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

Neither Mr. Sangha nor Mr. Wolf will register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an Issuer may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer.

a.	Our officer and director is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39)of the Act, at the time of his participation; and

b.	Our officer and director will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

c.	Our officer and director is not, nor will he be at the time of her participation in the offering, an associated person of a broker- dealer; and

d.	Our officer and our director meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he

	(A)	primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and

	(B)	is not a broker or dealer, or been associated person of a broker or dealer, within the preceding twelve months; and

	(C)	has not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i)(a)(4)(iii) Our officers, director, control person and affiliates of same do not intend to purchase any shares in this offering.

TERMS OF THE OFFERING

The shares will be sold at the fixed price of $.025 per share until the completion of this offering.

This offering will commence on the date of this prospectus and continue for a period not to exceed 180 days (the "Expiration Date"), unless extended by our Board of Directors for an additional 90 days.

DEPOSIT OF OFFERING PROCEEDS

This is a "best effort" offering and, as such, there is no assurance that we will sell any or all of the shares.

PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION

If you decide to subscribe for any shares in this offering, you will be required to execute a Subscription Agreement and tender it, together with a check or certified funds to us. All checks for subscriptions should be made payable to Barrel Energy Inc.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 70,000,000 shares of common stock, par value $.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. .

COMMON STOCK

The holders of our common stock

(i)	have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors;

(ii)	are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

(iii)	do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

(iv)	are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

PREFERRED STOCK

No shares of preferred stock have been issued. Any preferred stock would have such rights, preferences and limitations as approved by our Board of Directors in the Designation establishing a series of preferred stock.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

CASH DIVIDENDS

As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

INTEREST OF NAMED EXPERTS AND COUNSEL

None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.

Our audited financial statements for the period from inception to September 30, 2014 have been audited by MaloneBailey, LLP. We include the financial statements in reliance on their report, given upon their authority as experts in accounting and auditing.

Frederick C. Bauman, Esq. of the Bauman & Associates Law Firm has passed upon the validity of the shares being offered and certain other legal matters and is representing us in connection with this offering.

DESCRIPTION OF OUR BUSINESS

GENERAL INFORMATION

Barrel Energy Inc. was incorporated in the State of Nevada on January 27, 2014. We were formed to engage in the exploration, development and production of oil and natural gas in North America.

Barrel Energy Inc. is an oil and gas company with a focus on assets located in North America. Currently the company holds oil & gas leases in Alberta, Canada and its strategy is to exploit high impact and development oil plays and liquids-rich deep basin gas plays through the development of its asset base. The company currently holds interest in 2560 acres of oil & gas leases known as the Bison Property. Our near term business strategy is to conduct exploration activities on the Bison Property as laid out in more detail in the "Description of Property” section with the end goal being to achieve positive results during our exploration activities, we believe we will be able to either develop the Bison Property to commercial production and achieve positive cash flow.

The Bison property is located in the Province of Alberta, Canada and is comprised of four sections of interest land totalling (2,560 acres) which includes one suspended gas well in the Gilwood member of the Middle Devonian Watt Mountain Formation. The acreage is located in north western Alberta in an area called the Peace River Arch (PRA), which is a deep positive structural feature caused by mountain building to the west. It is one of only a few largescale tectonic elements in the Western Canada Sedimentary Basin that has significantly disturbed the Phanerozoic cover of the craton. The structure has influenced the location of oil and gas accumulations in strata ranging from the Middle Devonian to the Upper Cretaceous, and has long been a focus of hydrocarbon exploration in the region.

The Peace River Arch has already established facilities for natural gas gathering and compression facilities that can be accessed based on Barrel Energy’s needs. Although the Peach River Arch region boasts well established infrastructure weather conditions do play a role in our ability to access the Bison property. For instance the need to helicopter in equipment and or human resources may arise based on location or weather conditions.

Geology:

The Bison property is located in the Province of Alberta, Canada and is comprised of four sections of interest land (2,560 acres) which includes one suspended gas well in the Gilwood member of the Middle Devonian Watt Mountain Formation. The acreage is located in north western Alberta in an area called the Peace River Arch (PRA), which is a deep positive structural feature caused by mountain building to the west. Sediments shed from the Arch, during deposition were deposited in abundance in braided channels, fluvial stream channels and shallow marine environments, which created numerous hydrocarbon reservoirs in the area. Sediments were thickest adjacent to the emergent Arch with sands in of up to 180 feet in total thickness deposited in the braided channel systems coming off the structural highland. Thicknesses decreased to the east away from the source rock ultimately terminating some 75 miles east from the PRA. The Gilwood member at Bison shows approximately 7 feet of gas pay over water in the Gilwood formation and was perforated between 1468.5m and 1470.5m.

Land tenure:

The Bison leases were acquired through a private oil & gas company with an effective date of September 1, 2014. A total of 4 oil & gas leases located in Alberta, Canada were acquired totaling 2,520 acres, as follows:

Agreement	Lands / Rights	Assigned Working Interest (WI)	Encumbrances

P&NG Lease 124394A	T95 R15 W5M WSM: 11 Petroleum and natural gas to base of Gilwood formation	51%	Crown S / S royalty

P&NG Lease 124394A	T95 R15 W5M WSM: 13, 14 Petroleum and natural gas to base of Gilwood formation	51%	Crown S / S royalty 8% nonconvertible gross overriding royalty (GORR) on 51% of production (paid by Barrel Energy Inc)

P&NG Lease 0503120270	T95 R15 W5M WSM: 13, 14 Petroleum and natural gas to base of Gilwood formation	85% before payout (BPO) 51% after payout (APO)	Crown S / S royalty 12% convertible gross overriding royalty (GORR) on 85% of production (paid by Barrel Energy Inc)

There is one well on the property, Invasion ELM Bison 10-15-95-15WSM. UWI 102/10-15-095-15W5/00. Currently the well is shut-in.

Disclosure of Oil and Gas Operations:

Reserves:

The Company did not have any reserves at December 31, 2014 . Accordingly, you may not reasonably assume that the Company has any reserves on its leases.

Production:

The Company has had not production from inception (January 27, 2014) through December 31, 2014. Following is a table showing production data from inception (January 27, 2014) through December 31, 2014:

Average Sales Price		Average Production Cost	Net Production (less royalties)
2014		2014	2014
*Oil per BOE*	Gas per BOE*	Oil and Gas per BOE**	*Oil BOE's*	Gas BOE's*

0	0	0	0	0

Productive Wells and Acreage as of December 31, 2014:

The Company had no producing wells at end of the fiscal year December 31, 2014.

# of Producing Wells (Gross/Net)		Gross/ Net Developed Acres-Productive		Gross/ Net Developed Acres
*Oil*	*Gas*	*Oil*	*Gas*	*Oil*	*Gas*

0	0	0 / 0	0 / 0	0	0 / 0

Developed Acreage as at December 31, 2014:

The Company’s holds an interest in -0- total gross developed acres and -0- total net developed acres; “gross acres” means acres in which the Company has a working interest and “net acres” means the Company’s aggregate working interest in the gross acres. There is one non producing well on the property.

Undeveloped Acreage as at December 31, 2014:

As at December 31, 2014 Barrel holds a total of 2,520 total gross undeveloped acres that it acquired in September, 2014. This acreage relates to the Bison leases described above.

Drilling Activity:

The Company acquired these properties in September, 2014. The Company has not yet done any drilling on the leases.

Present Activities:

There are no present wells being drilled. As of the date of this report, Barrel management is planning its initial exploration activities at the property.

Delivery Commitments:

The Company does not have any delivery commitments or any short or long term contractual obligations.

Marketing:

We currently do not conduct any marketing activities. We do not believe that any marketing activities will be necessary to conduct operations following on any of the properties described above. Lone Pine is currently the operation of the Bison property and will be responsible for the marketing. Should we take on the operatorship of the property then on the responsibilities would be the marketing of the oil & gas products. At this time, we have no plans for becoming an operator.

STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS

We have not publicly announced any new products.

COMPETITION

Given the highly competitive nature of the oil & gas sector and our company being a new exploration stage company we face competition from numerous competitors within in the industry. We compete with junior and senior oil and gas companies, independent producers and institutional and individual investors who are actively seeking to acquire oil and gas properties throughout North America. Competition for the acquisition of oil and gas interests is strong with many oil and gas leases available in a competitive bidding process in which we may lack the financial and technological information or expertise to compete with all competitors.

Our competitor oil and gas companies with which we compete for financing and for the acquisition of oil and gas properties have greater financial and technical resources than those available to us. These competitors may be able to spend greater amounts on acquiring oil and gas interests of merit or on exploring or developing their oil and gas properties. This advantage could enable our competitors to acquire oil and gas properties of greater quality and interest to prospective investors who may choose to finance their additional exploration and development. The potential for this competition could adversely impact our ability to attain the financing necessary for us to acquire further oil and gas interests or explore and develop our current or future oil and gas properties.

In addition we compete with other junior oil and gas companies for financing from a limited number of investors that are prepared to invest in companies such as ours, and this may limit our ability to raise future capital. In addition, we compete with both junior and senior.

oil and gas companies for available resources, including, but not limited to, professional geologists, land specialists, engineers, helicopters, float planes, oil and gas exploration supplies and drill rigs.

SOURCES AND AVAILABILITY OF PRODUCTS; DEPENDENCE ON ONE OR A FEW MAJOR SUPPLIERS

There are numerous providers of geological and exploration services in Alberta, such as seismic and drilling. We will not be dependent on one or a few suppliers.

PATENTS AND TRADEMARKS

We do not have any proprietary products. We currently have no patents or trademarks for our company name or brand name

NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS

Not applicable.

GOVERNMENT AND INDUSTRY REGULATION

We will be subject to applicable laws and regulations that relate directly or indirectly to our operations including United States securities laws. We will also be subject to regulation by the Alberta Energy Regulator (AER). We will be required to apply to the AER to obtain drilling permits for wells on our Bison leases.

RESEARCH AND DEVELOPMENT ACTIVITIES

Other than time spent researching our proposed business we have not spent any funds on research and development activities to date. We do not currently plan to spend any funds on research and development activities in the future.

ENVIRONMENTAL LAWS

The oil and natural gas industry is subject to provincial and federal environmental regulations. Such legislation provides for restrictions and prohibitions on the release or emission of various substances produced in association with certain oil and natural gas operations. In addition, such legislation requires that well and facility sites are abandoned and reclaimed to the satisfaction of provincial authorities. Compliance with such legislation can require significant expenditures and breach of such requirements may result in the suspension or revocation of necessary licenses and authorizations, civil liability for pollution damage, and the imposition of material fines and penalties.

Our operations are subject to numerous laws relating to environmental protection. These laws impose substantial penalties for any pollution resulting from our operations. We believe that our operations substantially comply with applicable environmental laws. The main governing body, Alberta Energy Regulator (AER) ensures the safe, efficient, orderly, and environmentally responsible development of hydrocarbon resources over their entire life cycle. This includes allocating and conserving water resources, managing public lands, and protecting the environment while providing economic benefits for all Albertans. In 2013 the AER became a new organization and began taking on regulatory functions related to energy development that were previously held by Alberta Environment and Sustainable Resource Development (ESRD). The and the AER is the single regulator of energy development in Alberta—from application and exploration, construction and development, to abandonment, reclamation, and remediation.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

We currently have two employees, of which Gurminder Sangha acts as our Chief Executive Officer and Jurgen Wolf acts as Chief Financial Officer. We do not have any employment agreements.

Emerging Growth Company Status under the JOBS Act

Barrel Energy Inc. qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”). The JOBS Act creates a new category of issuers known as "emerging growth companies." Emerging growth companies are those with annual gross revenues of less than $1 billion (as indexed for inflation) during their most recently completed fiscal year. The JOBS Act is intended to facilitate public offerings by emerging growth companies by exempting them from several provisions of the Securities Act of 1933 and its regulations. An emerging growth company will retain that status until the earliest of:

II	The first fiscal year after its annual revenues exceed $1 billion;

II	The first fiscal year after the fifth anniversary of its IPO;

II	The date on which the company has issued more than $1 billion in non-convertible debt during the previous three-year period; and

II	The first fiscal year in which the company has a public float of at least $700 million.

Financial and Audit Requirements

Under the JOBS Act, emerging growth companies are subject to scaled financial disclosure requirements. Pursuant to these scaled requirements, emerging growth companies may:

II	Provide only two rather than three years of audited financial statements in their IPO Registration Statement;

II	Provide selected financial data only for periods no earlier than those included in the IPO Registration Statement in all SEC filings, rather than the five years of selected financial data normally required;

II	Delay compliance with new or revised accounting standards until they are made applicable to private companies; and

II	Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley Act, which requires companies to receive anoutside auditor's attestation regarding the issuer's internal controls.

Offering Requirements

In addition, during the IPO offering process, emerging growth companies are exempt from:

II	Restrictions on analyst research prior to and immediately after the IPO, even from an investment bank that is underwriting the IPO;

II	Certain restrictions on communications to institutional investors before filing the IPO registration statement; and

II	The requirement initially to publicly file IPO Registration Statements. Emerging growth companies can confidentially file draft Registration Statements and any amendments with the SEC. Public filings of the draft documents must be made at least 21 days prior to commencement of the IPO "road show."

Other Public Company Requirements

Emerging growth companies are also exempt from other ongoing obligations of most public companies, such as:

II	The requirements under Section 14(i) of the Exchange Act and Section 953(b)(1) of the Dodd-Frank Act to disclose executive compensation information on pay-for-performance and the ratio of CEO to median employee compensation;

II	Certain other executive compensation disclosure requirements, such as the compensation discussion and analysis, under Item 402 of Regulation S-K; and

II	The requirements under Sections 14A(a) and (b) of the Exchange Act to hold advisory votes on executive compensation and golden parachute payments.

Election under Section 107(b) of the JOBS Act

As an emerging growth company we have made the irrevocable election to not adopt the extended transition period for complying with new or revised accounting standards under Section 107(b), as added by Section 102(b), of the JOBS Act. This election allows companies to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

DESCRIPTION OF PROPERTY

Our operations are currently being conducted out of the premises at 14890 66a Ave., Surrey, B.C. V3S 9Y6 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.

LEGAL PROCEEDINGS

We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No public market currently exists for shares of our common stock. Following completion of this offering, we intend to apply to have our common stock listed for quotation on the Over-the-Counter Bulletin Board.

PENNY STOCK RULES

The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

·	contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;

·	contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;

·	contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price;

·	toll-free telephone number for inquiries on disciplinary actions;

·	defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

·	contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer

·	the bid and offer quotations for the penny stock;

·	the compensation of the broker-dealer and its salesperson in the transaction;

·	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

·	monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

REGULATION M

Our officers and directors, who will offer and sell the Shares, are aware that they are required to comply with the provisions of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the officers and directors, sales agents, any broker-dealer or other person who participate in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.

REPORTS

We are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.

STOCK TRANSFER AGENT

We do not have a stock transfer agent at this time. We intend to appoint a stock transfer agent following the completion of this offering.

FINANCIAL STATEMENTS

Our fiscal year end is September 30. We intend to provide financial statements audited by an Independent Registered Public Accounting Firm to our shareholders in our annual reports. The audited financial statements for the period from inception, January 27, 2014, to September 30, 2014 can be found on page F-1.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

We have generated no revenue since inception and have incurred $22,141 in expenses through September 30, 2014.

The following table provides selected financial data about our company for the period from the date of incorporation through September 30, 2014. For detailed financial information, see the financial statements included in this prospectus.

Item 2. Financial Information

SUMMARY FINANCIAL DATA

Summary Financial Information

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

	As of September 30, 2014
Balance Sheet
Total Assets	$	55,542
Total Liabilities	$	68,299
Stockholders’ Deficit	$	(12,757	)

	As of September 30, 2014
Income Statement
Revenue	$	--
Total Operating Expenses	$	(20,208	)
Total Other Expense	$	(1,933	)
Foreign currency translation	$	395
Net Loss	$	(21,746	)

	As of December 31, 2014
Balance Sheet
Total Assets	$	68,264
Total Liabilities	$	89,192
Stockholders’ Deficit	$	(20,928	)

	Three Months Ended December 31, 2014
Income Statement
Revenue	$	--
Total Operating Expenses	$	8,877
Total Other Expense	$	1,095
Net Loss	$	(9,972	)

The assets of the Company consist of $1,770 in cash and oil lease of $53,772. The Company does not have any revenue from inception to September 30, 2014. General and administrative costs were $20,208. Other income and expense totaled $1,538 consisting of interest of $1,105, currency loss of $828 and a foreign currency translation adjustment of $395. Comprehensive loss as of September 30, 2014 was $21,746.

As of December 31, 2014 assets of the Company consist of $ 16,668 in cash and oil lease of $ 51,596 . The Company does not have any revenue from inception to December 31, 2014 General and administrative costs were $ 6,286 . Other income and expense totaled $ 2,591 consisting of interest of 1,1980 , currency loss of $ 611 and a foreign currency translation adjustment of $ 1,095 Comprehensive loss as of December 31, 2014 of $9,972.

Other than the shares offered by this prospectus, no other source of capital has been has been identified or sought. If we experience a shortfall in operating capital prior to funding from the proceeds of this offering, our director has verbally agreed to advance the company funds to complete the registration process.

PLAN OF OPERATION

We intend to raise $200,000 through the sale of our common stock in order to implement our business plan for the upcoming 12 months. Our initial exploration plan calls for $25,500. If the initial exploration is successful, we plan to undertake a second phase of exploration. We anticipate that the second phase of exploration will cost approximately $175,500 and we will need to raise additional capital in order to carry out this activity. There can be no assurance that the initial stage of exploration activity will provide positive results or that we will be able to raise the capital required to undertake the planned second stage. Since the inception of Barrel Energy Inc., we have been involved primarily in organizational and acquisition activities. We have raised some initial capital, primarily used to acquire the Bison Property. We anticipate undertaking exploration activity on Bison by spring of 2015.

Our short term business strategy is to conduct exploration activities on the Bison Property laid out in more detail below in addition to raise sufficient capital to carry out these activities. If achieve positive results during our exploration activities, we believe we will be able to either develop the Bison Property to the point of commercial production.

Barrel Energy’s long term strategy calls for the acquisition of additional property rights throughout North America and the undertaking of exploration activities on those properties. Both our short term and long term strategies are dependent on the ability to raise further capital and there can be no assurance that we will be able to raise such capital.

Estimated Expenses for the Next Twelve Month Period

The following provides an overview of our estimated expenses to fund our plan of operation over the next twelve months.

	If 25% shares sold		If 50% shares sold		If 75% shares sold		If 100% shares sold
Description	Fees		Fees		Fees		Fees
SEC reporting and compliance	$	10,000	$	10,000	$	10,000	$	10,000
Offering Expenses	$	14,500	$	14,500	$	14,500	$	14,500
Exploration Expenses	$	25,500	$	75,500	$	125,500	$	175,500

Total	$	50,000	$	100,000	$	150,000	$	200,000

The expenditures for initial exploration activities of $25,500 are as follows:

Exploration	Cost
Geological, Geophysical, Geochemical, Field Mapping - 2 Geologists @ $1,500/day X 4 days	$	12,000
Well Site Location & Environmental Study	$	5,500
Initial Engineering & Preliminary Drill Locations	$	2,000
Travel & Lodging	$	5,000
Administrative & Communications	$	1,000
TOTAL	$	25,500

If this initial phase provides us with positive results, we will undertake a second phase of exploration in an attempt to delineate an oil and gas reserve on our property. This second phase will cost approximately $175,500 and we will need additional capital in order to carry out this plan. The proposed second step of exploration on the Bison Property is as follows:

Exploration	Cost
3D Seismic Line Over Prospect Area	$	90,000
Identify Priority Drill Targets/ Permitting Procedure	$	20,000
Secure Water/Location work, Contractor, Site Preparation	$	20,000
Reclamation Well Assessment	$	25,000
Project Administration	$	7,500
Third Party Contractor Services	$	7,500
Administration & Communication	$	5,500
TOTAL	$	175,500

What will the money be spent on if 25% is sold?

- Assessment of geology of all oil & leases.

What will the money be spent on if 50% is sold?

- Completion of 2D seismic over all oil & gas leases with preliminary drill targets and completion of 2D seismic over preliminary drill targets.

What will the money be spent on if 75% is sold?

- Completion of 3D seismic over all oil & gas leases.

LIQUIDITY REQUIREMENTS

At September 30, 2014 we had $1,770 of cash. Our cash needs have so far been met by proceeds from sale of common stock to our officers and directors, as well as loans from Mr. Sangha, who has no obligation to continue funding our operations. We plan to meet our cash needs during the 12 month start-up process from proceeds of the Offering and, if necessary, through a private placement of debt or equity securities by a FINRA-registered broker / dealer. As of this date, we have had no discussions concerning a private placement, nor do we have an agreement with any broker / dealer.

GOING CONCERN

In our audited financial statements as of September 30, 2014 we were issued an opinion by our auditors that raised substantial doubt about our ability to continue as a going concern based on our current financial position.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors of the corporation are elected by the stockholders to a term of one year and serve until a successor is elected and qualified. Officers of the corporation are appointed by the Board of Directors to a term of one year and serves until a successor is duly appointed and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees.

Mr. Sangha and Mr. Wolf were each selected as our Directors based on their business and financial experience in the natural resources and oil / gas sectors.

The name, address, age and position of our officers and director is set forth below:

Name and Address	Age	Position(s)
Gurminder Sangha	36	President,
14890 66a Ave.		Chief Executive Officer,
Surrey, BC V3S 2W4 Canada		Director

Jurgen Wolf	79	Chief Financial Officer,
1206 - 588 Broughton St		Director
Vancouver, BC V6G 3E3

Our Directors Gurminder Sangha and Jurgen Wolf have each held their offices/positions since the inception of our Company and are expected to hold said offices / positions until the next annual meeting of our stockholders. The officers listed are our only officers and control persons.

BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTOR

Gurminder Sangha, 36, President and CEO:

Mr. Sangha has over 12 years of management and financing expertise in both public and private companies. Mr. Sangha has served as a board member on various TSX-Venture listed companies in a wide range of industries including oil & gas, mining and exploration. While serving as a board member his duties include corporate finance, business development activities, and governance. Mr. Sangha is on the board of Rockbridge Resources which is an active oil and gas company currently producing 100 barrels a day. His previous positions included various lending and securities related positions with Scotiabank. Mr. Sangha holds a Bachelor of Commerce degree.

Jurgen Wolf , 79 : CFO

Mr. Wolf has been involved in the oil and gas industry for more than 15 years, assisting public companies with investor relations and administration. Mr. Wolf was educated in Germany and immigrated to Canada in 1953. From 1958 to 1982 he operated and owned pre-cast concrete factories in Calgary and Vancouver, and from 1982 to 2002 he operated and owned J.A. Wolf Projects, Ltd., a commercial construction company. Mr. Wolf was President and a director of former US Oil and Gas Resources Inc., which amalgamated to form Petrichor Energy Inc. in 2005. Mr. Wolf is a director of several public companies.

Gurminder Sangha:

Name of Employer	Principal Business Activitiy	Principal Occupation	From				To
			M		Y		M		Y
Verona Development Corp	Oil & Gas Exploration	Director and Member of Audit Committee	0	2	1	0	PRESENT
Majestic Gold Corp	Precious Metals Exploraiton & Production	Director and Member of Audit Committee	0	4	1	0	0	3	1	3
Global Hunter Corp	Precious Metals Exploration	Director and Member of Audit Committee	0	4	1	0	0	8	1	4
Rockbridge Resources	Oil & Gas Exploration / Production	Director	1	2	1	3	PRESENT

Jurgen Wolf:

Name of Employer	Primary Business Activity	Principal Occupation	From				To
			M		Y		M	Y
Petricor Energy Inc / Formerly US Oil & Gas Resources Inc	Oil & Gas Exploration	Independent Director and Member of Audit Committee	0	3	0	5	PRESENT
Altima Resources Ltd	Oil & Gas Exploration	Director and Chairman of Audit Committee	0	4	0	6	PRESENT
TransAmerican Energy Inc.	Oil & Gas Exploration	Director and Member of Audit Committee	0	5	0	5	PRESENT
Iconic Minerals Ltd	Precious Metals Exploration	Director and Chairman of Audit Committee	0	2	1	6	PRESENT

In February, 2014 the Company issued a total of 10,000,000 shares of common stock to Mr. Gurminder Sangha for cash at $0.001 per share for a total of $10,000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

In the event that we register under the Securities Exchange Act of 1934 (the “Exchange Act” or “1934 Act”), Section 16(a) of that act will require our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders will be required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

We intend to ensure to the best of our ability that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners are complied with in a timely fashion.

EXECUTIVE COMPENSATION

Currently, our officers and directors are serving without compensation. They are reimbursed for any out-of-pocket expenses that he incurs on our behalf. In the future, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved. We also do not currently have any benefits, such as health or life insurance, available to our employees.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-qualified Deferred Compensation Earnings		All Other Compensation		Total

Gurminder Sangha President CEO		2013		0		0		0		0		0		0		0		0

Jurgen Wolf Secretary		2014		0		0		0		0		0		0		0		0

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Uneamed Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Unites Of stock That Hvae not Vested (#)		Market Value of Shares or Unites of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Uneamed Shares, Units or Ohter Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Uneamed Shares, Unites or Other Rights That Have Not Vested (#)

Gurminder Sangha		0		0		0		0		0		0		0		0		0

Jurgen Wolf		0		0		0		0		0		0		0		0		0

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		Stock Salary ($)		Option Bonus ($)		Plan Awards ($)		Non-Equity Incentive Compensation Awards ($)		Non-qualified Deferred All Other Compensation ($)		Earnings ($)		Compensation ($)		Total ($)

Gurminder Sangha, CEO		2013		0		0		0		0		0		0		0		0

Jurgen Wolf, Secretary		2014		0		0		0		0		0		0		0		0

OPTION GRANTS. There have been no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE. There have been no stock options exercised by the executive officer named in the Summary Compensation Table.

LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS. There have been no awards made to a named executive officer in the last completed fiscal year under any LTIP.

COMPENSATION OF DIRECTORS

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, our director in such capacity.

EMPLOYMENT AGREEMENTS

We do not have an employment agreement in place with either Mr. Sangha or Mr. Wolf.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

	Name of	Number of Shares		Percentage			Percentage
Title of Class	Beneficial Owner [1]	Before Offering		Before Offering			After Offering

Common Stock	Gurminder Sangha		10,000,000		100	%		55.55	%

Common Stock	Jurgen Wolf		0		0			0	%

FUTURE SALES BY EXISTING STOCKHOLDERS

A total of 10,000,000 shares have been issued to the existing stockholders, all of which are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act,. Under Rule 144, restricted shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition. Any sale of shares held by the existing stockholder (after applicable restrictions expire) and/or the sale of shares purchased in this offering (which would be immediately resalable after the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance. Our shareholders will not be permitted to use Rule 144 if we are deemed to be a shell company. It is our view that we are not a shell company but, instead, a start-up company as we have a definite business plan and substantial assets in the form of our Bison oil and gas leases and associated personal property.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In February, 2014 the Company issued a total of 10,000,000 shares of common stock to Mr. Gurminder Sangha for cash at $0.001 per share for a total of $10,000.

Mr. Sangha has loaned us funds for operations. The loan is unsecured, non-interest bearing and due on demand. The balance due to the Mr. Sangha was $68,299 as of September 30, 2014. He is under no obligation to continue lending us money.

Mr. Sangha provides our office facilities at zero ($-0-) rent per month.

We do not currently have any conflicts of interest by or among our current officer, director, key employee or advisors. We have not yet formulated a policy for handling conflicts of interest; however, we intend to do so upon completion of this offering and, in any event, prior to hiring any additional employees.

INDEMNIFICATION

Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

AVAILABLE INFORMATION

We have filed a registration statement on Form S-1, of which this prospectus is a part, with the U.S. Securities and Exchange Commission. Upon completion of the registration, we will be required to file all requisite reports, such as Forms 10-K, 10-Q and 8-K, and other information with the Commission. Upon our registration under the 1934 Act, we would also be required to file additional documents with the Commission such as proxy statements under Section 14 of the 1934 Act. Such reports, proxy statements, this registration statement and other information, may be inspected and copied at the public reference facilities maintained by the Commission at 100 Fifth Street NE, Washington, D.C. 20549. Copies of all materials may be obtained from the Public Reference Section of the Commission's Washington, D.C. office at prescribe rates. You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission also maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission at http://www.sec.gov.

BARREL ENERGY INC

Financial Statements

For Periods Ended September 30, 2014 (Audited) and December 31, 2014 (Unaudited)

Table of Contents

Report of Independent Registered Public Accounting Firm		F-1

Balance Sheet as of September 30, 2014 and December 31, 2014		F-2

Statements of Operations for period ended September 30, 2014 and three months period ended December 31, 2014		F-3

Statements of Stockholder’s Deficit for period ended September 30, 2014 and December 31, 2014		F-4

Statements of Cash Flows for period ended September 30, 2014 and three months ended December 31, 2014		F-5

Notes to the Financial Statements		F-6

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

Barrel Energy, Inc.

Surrey, British Columbia, Canada

We have audited the accompanying balance sheet of Barrel Energy Inc. (the “Company”) as of September 30, 2014, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the period from January 27, 2014 (inception) through September 30, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Barrel Energy Inc. as of September 30, 2014, and the results of its operations and its cash flows for the period from January 27, 2014 (inception) through September 30, 2014 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Barrel Energy, Inc. will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

November 14, 2014

F-1

BARREL ENERGY INC

BALANCE SHEETS

	December 31, 2014		September 30, 2014
	Unaudited
ASSETS
Current assets:
Cash and cash equivalents	$	16,668	$	1,770

Total current assets		16,668		1,770

Oil lease - unproved		51,596		53,772
Total assets	$	68,264	$	55,542

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued interest	$	2,981	$	1,084
Convertible note payable-related party		2,408		--

Total current liabilities		5,389		1,084

Convertible note payable		83,803		67,215
Total liabilities		89,192		68,299

Stockholders’ equity (deficit):
Common stock, $0.001 par value,75,000,000 authorized, 10,000,000 issued and outstanding		8,599		8,989
Accumulated other comprehensive income (loss)		1,490		395
Accumulated deficit		(31,017)		(22,141	)
Total stockholders’ deficit		(20,928)		(12,757	)

Total liabilities and stockholder equity	$	68,264	$	55,542

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

F-2

BARREL ENERGY INC

STATEMENTS OF OPERATIONS

	Three Months Ended December, 31, 2014			Period Form January 27, 2014 through September 30, 2014
	(Unaudited)

Operating expenses:
General and administrative expense	$	6,286		$	20,208
Loss from operations		(6,286	)		(20,208	)

Other income (expense)
Interest expense		(1,980	)		(1,105	)
Currency loss		(611	)		(828	)
Total other income (expense)		(2,591	)		(1,933	)

Net loss	$	(8,877	)	$	(22,141	)

Foreign currency translation adjustment		1,095			395

Comprehensive (loss)		(9,972	)		(21,746	)

	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding, basic and diluted		10,000,000			10,000,000

The accompanying notes are an integral part of these audited financial statements

F-3

BARREL ENERGY INC

STATEMENT OF STOCKHOLDERS’ DEFICIT

						Additional							Total
	Common Stock					Paid-In		Accumulative			Currency		Stockholders’
	Shares		Amount			Capital		Deficit			Translation		Deficit

Inception- January 27, 2014		--	$	--		$	--	$	--		$	--	$	--
Founder shares issued for cash		10,000,000		8,989			--		--			--		8,989
Change due to currency translation		--		--			--		--			395		395
Net loss		--		--			--		(22,141	)		--		(22,141	)

Balance - September 30,2014		10,000,000	$	8,989		$	--	$	(22,141	)		395	$	(12,757	)
Change due to currency translation		--		(390	)		--		--			1,095		705
Net loss		--		--			--		(8,877	)		--		(8,877	)

Balance – December 31, 2014 (Unaudited)		10,000,000	$	8,599		$	--	$	(31,018	)	$	1,490	$	(20,929	)

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

F-4

BARREL ENGERGY INC

STATEMENTS OF CASH FLOWS

	Three Months Ended December 31, 2014			For Period Ended September 30, 2014
	Unaudited
Cash flows from operating activities:
Net loss	$	(8,877	)	$	(22,141	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Comprehensive gain loss		1,785			--
Changes in operating assets and liabilities:
Accrued interest		1,897			1,084
Net cash used in operating activities		(5,195	)		(21,057	)

Cash flows used in investing activities:
Investment in oil lease		--			(53,772	)
Net cash used in investing activities		--			(53,772	)

Cash flows from financing activities:
Proceeds from sale of common stock		--			8,989
Proceeds from convertible note payable-related party		2,408			--
Proceeds from convertible note payable		16,590			67,215
Net cash provided by (used in) financing activities		18,998			76,204

Effects of currency translation		1,095			395

Net increase (decrease) in cash		14,898			1,770
Cash – beginning of year		1,770			--
Cash – end of year	$	16,668		$	1,770

SUPPLEMENT DISCLOSURES:
Interest paid	$	--		$	--
Income taxes paid	$	--		$	--

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

F-5

BARREL ENERGY INC

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS

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 a non-producing oil and gas property in the province of Alberta, Canada.

NOTE 2 – ACCOUNTING POLICIES

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on September 30.

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.

Oil and Gas Policy

The Company is in the process of exploring its unproved oil and natural gas properties and has not yet determined whether these properties contain reserves that are economically recoverable. The recoverability of amounts shown for oil and natural gas properties is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying oil and gas leases, the ability of the Company to obtain necessary financing to complete their exploration and development and future profitable production or sufficient proceeds from the disposition thereof. The Company is, therefore, unable to estimate when these costs will be included in the amortization computation.

Unevaluated oil and natural gas properties are reviewed on an annual basis for impairment.

Property and equipment

Property and equipment are carried at the cost of acquisition and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance is expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets.

F-6

Foreign currency translation

The Company’s functional and reporting currency is in U.S. dollars. The consolidated financial statements of the Company are translated to U.S. dollars in accordance with SFAS No. 52, “ Foreign Currency Translation” . Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

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.

Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. The Company’s significant estimates include the fair value of common stock issued for services. Actual results could differ from those estimates.

Income Taxes

Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company accounts for income taxes under the provisions of Financial Accounting Standards Board) Accounting Standards Codification 740, Accounting for Income Taxes . It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties.The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities.

The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the Consolidated Statements of Operations.

Basic and diluted net loss per share

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. Diluted loss per share calculations includes the dilutive effect of common stock. Basic and diluted net loss per share is the same due to the absence of common stock equivalents.

F-7

Recent Accounting Pronouncements

Because the Company has been recently reorganized and has not yet transacted any business, the new accounting standards have no significant impact on the financial statements and related disclosures. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

NOTE 3 – GOING CONCERN

The Company’s 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 has no assets and an accumulated deficit as of September 30, 2014 and December 31, 2014. 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 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 4 – RELATED PARTY

On December 1, 2014 the Company issued US$2,408 (CAD$2,800) convertible note for cash to a related party. The note bears interest at 5% and matures 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 2.5 cents ($0.025) per share.

NOTE 5 – INCOME TAXES

At September 30, 2014, the Company had a federal net operating loss carry forward of approximately $22,141, which expires in varying amounts in 2034.

Components of net deferred tax assets, including a valuation allowance, are as follows at:

	December 31, 2014		September 30, 2014
Deferred tax assets:

Total deferred tax assets	$	10,856	$	7,749
Less: Valuation Allowance	$	10,856		(7,749	)

Net Deferred Tax Assets	$	--	$	--

F-8

In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of September 30, 2014.

NOTE 6 – COMMON STOCK

On January 27, 2014 the Company issued 10,000,000 founders shares to an officer of the Company for $8,989 (CAD $10,000) in cash as of September 30, 2014.

NOTE 7 – OIL AND GAS LEASE

On September 26, 2014 the Company purchased a producing oil property lease for USD $53,772 (CAD $60,000) in the province of Alberta, Canada. The lease consists of land and rights leases T95 R15 W5M 11,13,14,15 for well Invasion Elm Bison 10-15-95-15W5M. The working interest is 51% of net production. As of September 30, 2014 and December 31, 2014 the property had not recorded any production and its reserves were unproven.

NOTE 8 – 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 matures 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.

On October 23, 2014, the Company issued a USD $20,000 (CAD $22,454) convertible note for cash. The note bears an interest rate of 9.5% and matures on December 31, 2016. 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.

As of December 31, 2014 the convertible debt outstanding was US $86,209 plus accrued interest of US $2,981 for a total liability of $89,189.

F-9

DEALER PROSPECTUS DELIVERY OBLIGATION

"UNTIL _____________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS."

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Expenses incurred or (expected) relating to this Prospectus and distribution is as follows:

SEC Fee	$	23
Legal and Professional Fees	$	6,500
Other General and Administrative Expense	$	4,000
Accounting and auditing	$	4,000
Transfer Agent fees	$	500
EDGARization	$	477
TOTAL	$	14,500

ITEM 14. INDENINIFICATION OF DIRECTORS AND OFFICERS

Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his or her position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify his against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for directors, officers or controlling persons, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities.

In February, 2014 the Company issued a total of 10,000,000 shares of common stock to Gurminder Sangha for cash at $0.001 per share for a total of $10,000.

These securities were issued in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933. These securities were issued to a promoter of the company, bear a restrictive legend and were issued to a non-US resident.

ITEM 16. EXHIBITS.

The following exhibits are included with this registration statement:

Exhibit		Description

3.1		Articles of Incorporation*

3.2		Bylaws

5.1		Legal opinion of Frederick C. Bauman, Esq.

10.1		Agreement of Purchase and Sale dated September 26, 2014 between Geo Fin Consulting Inc. and Barrel Energy Inc.*

10.2		Convertible Note dated July 1, 2014

10.3		Subscription Agreement

10.4		Sangha Note*

10.5		Operator Agreement*

23.1		Consent of Independent Auditor for 09/30/2014 audit*

23.2		Consent of Marlin Consulting Corp.*

23.3		Consent of Counsel (included in Exhibit 5.1)

99.1		99.1 Report of Marlin Consulting Corp.dated ________________ *

________________

* Filed herewith

ITEM 17. UNDERTAKINGS.

a. The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in Volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

i. If the registrant is relying on Rule 430B (230.430B of this chapter):

A. Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

ii. If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii. Any portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to our director, officer and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act, and will be governed by the final adjudication of such issue.

3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

4. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the By-Laws of the company, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore unenforceable.

In the event that a claim for indemnification against such liabilities(other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action,suit or proceeding) is asserted by such director, officer, or other control person in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on March 23, 2015.

	Barrel Energy Inc.,
	Registrant

	By:	/s/ Gurminder Sangha
		Gurminder Sangha, President, Principal Executive Officer and Director

	By:	/s/ Jurgen Wolf
		Jurgen Wolf, Principal Financial Officer, Principal Accounting Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Gurminder Sangha		Principal Executive Officer		March 23, 2015
Gurminder Sangha

/s/ Jurgen Wolf		Principal Financial Officer		March 23, 2015
Jurgen Wolf

/s/ Jurgen Wolf		Principal Accounting Officer		March 23, 2015
Jurgen Wolf

EXHIBIT 3.1

ARTICLES OF INCORPORATIONOF BARREL ENERGY INC.

The undersigned, being the original incorporator herein named, for the purpose of forming a corporation to do business both within and without the State of Nevada, and in accordance with Chapter 78 of the Nevada Revised Statutes, does hereby make and file these Articles of Incorporation hereby declaring and certifying that the facts herein stated are true:

1.	The name of this Corporation is BARREL ENERGY INC. (hereinafter this “Corporation”).

2.	The name and address of the resident agent is Frederick C. Bauman, Attorney-at-Law, 5595 Egan Crest Dr., Las Vegas, Nevada 89149.

3.	The Corporation may engage in any lawful activity.

4.	The Corporation shall have all the general and specific powers authorized by law.

5.	The total number of shares of common stock which this Corporation is authorized to issue is (i) Seventy Million (70,000,000) shares of common stock with a par value of $0.001 per share and (ii) Five Million (5,000,000) shares of preferred stock with a par value of $0.001 per share, with the Board of Directors having the authority to issue such shares of preferred stock in one or more classes or series (the number of shares of each class or series being determined by the Board of Directors), with or without par value, and with such voting powers, designations, preferences limitations, restrictions, and relative right as shall be stated or expressed in the resolution regarding such preferred stock adopted by the Board of Directors pursuant to the authority expressly vested in it by this provision of these Articles of Incorporation, or any amendment thereto.

6.	For the management of the business, and for the conduct of the affairs of the Corporation, and for the further definition, limitation, and regulation of the powers of the Corporation and its directors and stockholders, it is further provided:

Board of Directors. The Board of Directors of the Corporation (“Board of Directors”) shall consist of not less than 1 nor more than 15 directors, the exact number of members of the Board of Directors to be determined from time to time solely by a resolution adopted by an affirmative vote of a majority of the entire Board of Directors.

		A director shall hold office for a term of three (3) years, commencing upon the effective time of his or her appointment or election to the Board, and ending at the next succeeding annual meeting of stockholders of the Corporation; subject, however, to prior death, resignation, retirement, disqualification or removal from office. If there are more than one director, the terms shall be staggered so that as nearly as possible to an equal number of terms expire every year.

		Directors need not be stockholders. The names of the current member of the Board is: Gurminder Sangha, 14890 66a Ave, Surrey, B.C. V3S 2W4, Canada.

Powers of the Board of Directors. In furtherance and not in limitation of the powers conferred by the laws of the State of Nevada, the Board of Directors is expressly authorized and empowered:

		(i)	To make, alter, amend, and repeal the By-Laws, subject to the power of the Stockholders to amend the By-Laws, which power may be exercised only by the affirmative vote of two-thirds of all of the outstanding shares of common stock of the Corporation entitled to vote, which vote must be by ballot at a duly constituted meeting of the Stockholders, the notice of which meeting must include the proposed amendment. This Article 6.B(i) may be amended only by the affirmative vote of two- thirds of all of the outstanding shares of common stock of the Corporation entitled to vote, which vote must be by ballot at a duly constituted meeting of the stockholders, the notice of which meeting must include the proposed amendment.

		(ii)	Subject to the applicable provisions of the By-Laws then in effect, to determine, from time to time, whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Corporation, or any of them, shall be open to stockholder inspection. No stockholder shall have any right to inspect any of the accounts, books or documents of the Corporation, except as permitted by law, unless and until authorized to do so, by resolution of the Board of Directors or of the shareholders of the Corporation;

		(iii)	To authorize and issue, without stockholder consent, obligations of the Corporation, secured and unsecured, under such terms and conditions as the Board of Directors, in its sole discretion, may determine, and to pledge or mortgage, as security therefor, any real or personal property of the Corporation, including after-acquired property;

		(iv)	To determine whether any and, if so, what part, of the earned surplus of the Corporation shall be paid in dividends to the stockholders, and to direct and determine other use and disposition of any such earned surplus;

		(v)	To fix, from time to time, the amount of the profits of the Corporation to be reserved as working capital or for any other lawful purpose;

		(vi)	To establish bonus, profit-sharing, stock option, or other types of incentive compensation plans for the employees, including officers and directors, of the Corporation, and to fix the amount of profits to be shared or distributed, and to determine the persons to participate in any such plans and the amount of their respective participations;

		(vii)	To designate, by resolution or resolutions passed by a majority of the whole Board of Directors, one or more committees, each consisting of one or more directors, which, to the extent permitted by law and authorized by the resolution or the By-Laws, shall have and may exercise the powers of the Board of Directors;

		(viii)	To provide for the reasonable compensation of its own members by By-Laws, and to fix the terms and conditions upon which such compensation will be paid; and

		(ix)	In addition to the powers and authority hereinbefore, or by statute, expressly conferred upon it, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the laws of the State of Nevada, of these Articles of Incorporation, and of the By-Laws of the Corporation.

A director or officer of the Corporation shall not be personally liable to this Corporation or its stockholders for damages for beach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts of omissions which involve intentional misconduct, fraud or a knowing violation of law or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.

7.	Except as otherwise provided by the Board of Directors, no holder of any shares of the stock of the Corporation shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of the Corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire such shares.

8.	To the extent and upon the terms and provisions provided in NRS 78.140 and other applicable laws and regulations, a contract or other transaction is not void or voidable solely because (A) The contract or transaction is between (i) the Corporation and one or more of its Directors or officers, or (ii) another corporation, firm or association in which one or more of its directors or officers are Directors or officers of the Corporation or are financially interested; (B) A common or interested Director or officer (i) is present at the meeting of the Board of Directors or a committee thereof which authorizes or approves the contract or transaction; or (ii) joins in the signing of a written consent which authorizes or approves the contract or transaction pursuant to subsection 2 of NRS 78.315; or (C) The vote or votes of a common or interested Director are counted for the purpose of authorizing or approving the contract or transaction.

9.	The duration of this Corporation shall be perpetual.

10.	The affirmative vote of the holders of a majority of the outstanding shares of common stock of this Corporation entitled to vote and actually voting shall be required to approve, adopt or authorize:

	A.	Any agreement for the merger, consolidation, amalgamation or combination of this Corporation with or into any other any person, firm, corporation or other entity which is an Interested Stockholder (as hereafter defined);

	B.	Any sale, lease, exchange or other disposition to or with this Corporation of any assets of any Interested Stockholder;

	C.	Any sale, lease, exchange or other disposition by this Corporation of all or substantially all of the assets of this Corporation to or with an Interested Stockholder;

	D.	Any plan or proposal for liquidation or dissolution of this Corporation if any shareholder of this Corporation is an Interested Stockholder; or

	E.	Any reclassification of securities (including any reverse stock split) or recapitalization of this Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of stock or convertible securities of this Corporation, directly or indirectly owned by an Interested Stockholder.

As used herein, Interested Stockholder shall mean any person, firm, corporation or other entity which, as of the record date for the determination of shareholders entitled to notice of and to vote on any of the above transactions, is the beneficial owner, directly or indirectly, of more than five percent (5%) of the voting power of any class of outstanding voting shares of this Corporation. For the purposes hereof, any person, firm, corporation or other entity will be deemed to be the beneficial owner of outstanding voting shares of this Corporation in which (i) it has the right to acquire pursuant to any agreement or upon exercise of conversion rights, warrants or options, or otherwise, (ii) investment power over the shares, including, without limitation, the power to dispose, or to direct the disposition, of the shares, or (iii) are owned, directly or indirectly (including shares deemed owned through the application of clause (i) above), by any other person, firm, corporation or other entity with which it has any agreement, arrangement or understanding, whether or not in writing, with respect to the acquisition, holding, voting or disposition of voting stock of this Corporation, or which is its "affiliate" or "associate" as those terms are defined in the Rules and Regulations under the Securities Exchange Act of 1934, as amended.

	The Board of Directors of this Corporation shall have the power and duly, by resolution adopted by the affirmative vote of a majority of the whole Board of Directors, to determine (and such determination shall be conclusive) for the purposes of this Article 10, on the basis of information known to it, whether (i) any person, firm, corporation or other entity is the beneficial owner, directly or indirectly, of more than five percent (5%) of any class of voting stock of this Corporation, (ii) any proposed sale, lease, exchange or other disposition involves all or substantially all of the assets of this Corporation, or (iii) any person, firm, corporation or other entity has any agreement, arrangement or understanding with respect to the acquisition, holding, voting or disposition of voting stock of this Corporation with any other person, firm, corporation or other entity.

	Notwithstanding any other provision of these Articles of Incorporation, the affirmative vote of the holders of a majority of the outstanding shares of common stock of this Corporation entitled to vote and voting shall be required to amend, alter, change or repeal, or to adopt any provision inconsistent with, this Article 10. The respective majority voting requirements specified above for any of the transactions referred to in any one or more of paragraphs 10.A through 10.E above, or to amend, alter, change or repeal, or to adopt any provision inconsistent with, this Article 10, shall not be applicable to a proposed action which has been approved or recommended by majority of the Disinterested directors. As used herein, a "Disinterested Director" means any Director of the Corporation who was elected by the shareholders or appointed by the Board of Directors of this Corporation and was not at the time of such election or appointment associated with or an affiliate of an Interested Stockholder directly or indirectly involved in the transaction or proposal before the Board of Directors, or a person designated, before his election or appointment as a Director, as a Disinterested Director by a majority of Disinterested directors then on the Board of Directors.

11.	Stockholder action by written consent is permitted.

12.	Indemnification:

	A.	The Corporation must indemnify and hold harmless, to the fullest extent permitted or authorized by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Covered Action”), by reason of the fact that he or she, or a person for whom he or she is legal representative, is or was a Director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (a “Covered Entity”), including service with respect to employee benefit plans, against all expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered Person, so long as such covered person (a) is not liable pursuant to NRS 78.138 or (b) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful. Notwithstanding the foregoing, indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Notwithstanding the foregoing, the Corporation shall only be required to indemnify a Covered Person in connection with a Covered Action (or part thereof) commenced by such Covered Person if the commencement of such Covered Action (or part thereof) by the Covered Person was authorized by the Board of Directors.

	B.	The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Director or officer in defending any Covered Action as they are incurred and in advance of its final disposition so long as such Director or officer provides an undertaking to repay all amounts advanced if it should be ultimately determined that such Director or officer is not entitled to be indemnified under this Article 12 or otherwise.

	C.	If a claim for indemnification or advancement of expenses under this Article 12 is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

	D.	The rights conferred on any Covered Person by this Article 12 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of these Articles of Incorporation, the By-Laws, agreement, vote of shareholders or disinterested directors or otherwise. This Article 12 shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

	E.	The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a Director, officer, employee or agent of a Covered Entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such Covered Entity.

	F.	Any repeal or modification of the foregoing provisions of this Article 12 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

	G.	In furtherance and not in limitation of any powers conferred by statute:

		(i)	The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is serving in any capacity, at the request of the Corporation, any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability or expense incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability or expense under the provisions of law; and

		(ii)	The Corporation may create a trust fund, grant a security interest or lien on any assets of the corporation and/or use other means (including, without limitation, letters of credit, guaranties, surety bonds and/or other similar arrangements), and enter into contracts providing indemnification to the full extent authorized or permitted by law and including as part thereof provisions with respect to any or all of the foregoing to ensure the payment of such amounts as may become necessary to effect indemnification as provided therein, or elsewhere.

		(iii)	The Corporation may, as determined appropriate by the Board of directors, enter into any agreements, contracts or arrangements, including indemnification agreements, with directors and officers of the Corporation, in furtherance of this Article 12.

13.	Provisions for the regulation of the internal affairs of the corporation are contained in the Bylaws of this corporation.

Dated: January 26, 2014.

/s/ Frederick C. Bauman
Frederick C. Bauman, Incorporator

EXHIBIT 10.1

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT dated as of the 26th day of September 2014

BETWEEN:

GEO FIN CONSULTING INC Fin Consulting Inc registered to carry on business in the Province of Alberta and having an office in the City of Vancouver, in the Province of British Columbia (hereinafter referred to as “Vendor or assignee")

-and-

BARREL ENERGY INC, a body corporate, registered to carry on business in the Province of British Columbia and having an office in the City of Vancouver, in the Province of British Columbia (hereinafter referred to as "Purchaser")

WHEREAS Vendor wishes to sell and Purchaser wishes to purchase the interest of Vendor in and to the Assets, subject to and in accordance with the terms and conditions hereof;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Parties have agreed as follows:

INTERPRETATION

Definitions

In this Agreement, unless the context otherwise requires:

"AFE's" means the authorities for expenditure, operations notices, amounts budgeted pursuant to the Unit Agreements and mail ballots, if any, set out in Schedule "B" under the heading "AFE's";

" Assets " means the Petroleum and Natural Gas Rights, the Tangibles, and the Miscellaneous Interests as described in Schedule “A” as to Land;

" Business Day " means a day other than a Saturday, a Sunday or a statutory holiday in Calgary, Alberta;

" Certificate " means a written certification of a matter or matters of fact which, if required from a corporation, shall be made by an officer of the corporation, on behalf of the corporation and not in any personal capacity;

" Closing " means the closing of the purchase and sale herein provided for;

" Closing Place " means the offices of Vendor, or such other place as may be agreed upon in writing by Vendor and Purchaser;

" Closing Time " means 10:00 am on November 15, 2014, or such other time and date as may be agreed upon in writing by Vendor and Purchaser;

" Effective Date " means the hour of 8:00 a.m., Calgary time, on the 1st day of September 2014;

"Environmental Defect " means, for the purposes of Article 11, an occurrence of environmental damage, an event of environmental contamination or an environmentally hazardous condition pertaining to a portion or part of the Assets (in this definition referred to as the Affected Assets) which is sufficiently adverse that it would, on a commercially reasonable assessment thereof, cause a purchaser acquiring only those Affected Assets, to not purchase the Affected Assets having regard to the loss of value in and thereto;

"Facilities" means any facilities used in the processing, gathering, treating, transmission, compressing and injecting of the Leased Substances, including, without limiting the generality of the foregoing, the facility or facilities, if any, set out in Schedule "C" under the heading "Facilities";

" Lands " means the lands set out and described in Schedule "A";

" Leased Substances " means all Petroleum Substances, rights to or in respect of which are granted, reserved or otherwise conferred by or under the Title Documents (but only to the extent that the Title Documents pertain to the Lands);

" Miscellaneous Interests " means, subject to any and all limitations and exclusions provided for in this definition, all property, assets, interests and rights pertaining to the Petroleum and Natural Gas Rights and the Tangibles, or either of them, but only to the extent that such property, assets, interests and rights pertain to the Petroleum and Natural Gas Rights and the Tangibles, or either of them, including without limitation any and all of the following:

contracts and agreements relating to the Petroleum and Natural Gas Rights and the Tangibles, or either of them;

rights to enter upon, use or occupy, the surface of any lands which are or may be used to gain access to or otherwise use the Petroleum and Natural Gas Rights and the Tangibles, or either of them, excluding any such rights that pertain only to a well or wells other than the Wells;

all records, books, documents, licences, reports and data which relate to the Petroleum and Natural Gas Rights and the Tangibles, or either of them, but expressly excluding any of the foregoing that pertain to seismic or seismic data, geological or geophysical matters; and

the Wells, including the well bores and any and all casing;

" Party " means a party to this Agreement;

" Permitted Encumbrances " means:

liens for taxes, assessments and governmental charges which are not due or the validity of which is being diligently contested in good faith by or on behalf of Vendor;

liens incurred or created in the ordinary course of business as security in favour of the person who is conducting the development or operation of the property to which such liens relate for Vendor's proportionate share of the costs and expenses of such development or operation;

mechanics', builders' and material men's liens in respect of services rendered or goods supplied for which payment is not due;

easements, rights of way, servitudes and other similar rights in land (including without limitation rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph and cable television conduits, poles, wires and cables) which do not materially impair the use of the Assets affected thereby;

the right reserved to or vested in any municipality or government or other public authority by the terms of any lease, licence, franchise, grant or permit or by any statutory provision, to terminate any such lease, licence, franchise, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof;

rights of general application reserved to or vested in any governmental authority to levy taxes on the Leased Substances or any of them or the income therefrom, and governmental requirements and limitations of general application as to production rates on the operations of any property;

statutory exceptions to title, and the reservations, limitations, provisos and conditions in any original grants from the Crown of any of the mines and minerals within, upon or under the Lands;

any security held by any Third Party encumbering Vendor's interest in and to the Assets or any part or portion thereof, in respect of which Vendor delivers a discharge to Purchaser at or prior to Closing; and

all royalty burdens, liens, adverse claims, penalties, reductions in interests and other encumbrances set out in Schedule "A";

" Petroleum and Natural Gas Rights " means all rights to and in respect of the Leased Substances and the Title Documents (but only to the extent that the Title Documents pertain to the Lands), including without limitation the interests set out and described in Schedule "A";

" Petroleum Substances " means any of crude oil, crude bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, and any and all other substances related to any of the foregoing, whether liquid, solid or gaseous, and whether hydrocarbons or not, including without limitation sulphur;

" Purchase Price " means the sum of money first set out in section 2.6;

" Specific Conveyances " means all conveyances, assignments, transfers, novations and other documents or instruments that are reasonably required or desirable to convey, assign and transfer the interest of Vendor in and to the Assets to Purchaser and to novate Purchaser in the place and stead of Vendor with respect to the Assets;

" Take or Pay Obligations " means obligations to sell or deliver Petroleum Substances or any of them, rights to which are granted, reserved or otherwise conferred pursuant to the Title Documents, without being entitled in due course to receive and retain full payment for such Petroleum Substances;

" Tangibles " means any Facilities and any and all tangible depreciable property and assets other than such Facilities which are located within, upon or in the vicinity of the Lands and which are used or are intended to be used to produce, process, gather, treat, measure, make marketable or inject the Leased Substances or any of them or in connection with water injection or removal operations that pertain to the Petroleum and Natural Gas Rights, including without limitation any and all gas plants, oil batteries, buildings, production equipment, pipelines, pipeline connections, meters, generators, motors, compressors, treaters, dehydrators, scrubbers, separators, pumps, tanks, boilers and communication equipment but excluding any motorized vehicles and surplus equipment not intended or used in association with the Petroleum and Natural Gas Rights;

" Third Party " means any individual or entity other than Vendor and Purchaser, including without limitation any partnership, corporation, trust, unincorporated organization, union, government and any department and agency thereof and any heir, executor, administrator or other legal representative of an individual;

" this Agreement ", " herein ", " hereto ", " hereof " and similar expressions mean and refer to this Agreement of Purchase and Sale;

"Title Defect " means, for the purposes of Article 11, a defect or deficiency in the beneficial title of the Vendor to any portion or part of the Assets (in this definition referred to as the Affected Assets), which on its own deprives the Vendor of the substantial use, benefit and financial revenue from such Affected Assets, having regard to laws respecting limitations of actions, and is sufficiently adverse such that it would, on a commercially reasonable assessment thereof, cause a purchaser acquiring only those Affected Assets, to not purchase the same having regard to the loss of value in and thereto, but notwithstanding anything to the contrary herein, specifically excludes, (i) the Permitted Encumbrances and (ii) any Lands which have expired or been terminated between the date hereof and the Closing Time;

" Title Documents " means, collectively, any and all certificates of title, leases, reservations, permits, licences, assignments, trust declarations, operating agreements, royalty agreements, gross overriding royalty agreements, participation agreements, farm-in agreements, sale and purchase agreements, pooling agreements and any other documents and agreements granting, reserving or otherwise conferring rights to (i) explore for, drill for, produce, take, use or market Petroleum Substances, (ii) share in the production of Petroleum Substances, (iii) share in the proceeds from, or measured or calculated by reference to the value or quantity of, Petroleum Substances which are produced, and (iv) rights to acquire any of the rights described in items (i) to (iii) of this definition; but only if the foregoing pertain in whole or in part to Petroleum Substances within, upon or under the Lands; including without limitation those, if any, set out and described in Schedule "A";

" Unit Agreements " means any and all unit agreements and unit operating agreements, including any and all amendments thereto, pertaining to the unit or units, if any, set out in Schedule "B" under the heading "Units"; and

" Wells " means all wells which are or may be used in connection with the Petroleum and Natural Gas Rights, including without limitation producing, shut-in, abandoned, water source, water disposal and water injection wells, and without limiting the generality of the foregoing, includes the well or wells, if any, set out in Schedule "B" under the heading "Wells".

Headings

The expressions "Article", "section", "subsection", "clause", "subclause", "paragraph" and "Schedule" followed by a number or letter or combination thereof mean and refer to the specified article, section, subsection, clause, subclause, paragraph and schedule of or to this Agreement.

Interpretation Not Affected by Headings

The division of this Agreement into Articles, sections, subsections, clauses, subclauses and paragraphs and the provision of headings for all or any thereof are for convenience and reference only and shall not affect the construction or interpretation of this Agreement.

Included Words

When the context reasonably permits, words suggesting the singular shall be construed as suggesting the plural and vice versa, and words suggesting gender or gender neutrality shall be construed as suggesting the masculine, feminine and neutral genders.

Schedules

There are appended to this Agreement the following schedules pertaining to the following matters:

Schedule “A” - Lands and Leases

Such schedules are incorporated herein by reference as though contained in the body hereof. Wherever any term or condition of such schedules conflicts or is at variance with any term or condition in the body of this Agreement, such term or condition in the body of this Agreement shall prevail.

Damages

All losses, costs, claims, damages, expenses and liabilities in respect of which a Party has a claim pursuant to this Agreement include without limitation reasonable legal fees and disbursements on a solicitor and client basis.

PURCHASE AND SALE AND CLOSING

Purchase and Sale

Vendor hereby agrees to sell, assign, transfer, convey and set over to Purchaser, and Purchaser hereby agrees to purchase from Vendor, all of the right, title, estate and interest of Vendor (whether absolute or contingent, legal or beneficial) in and to the Assets, subject to and in accordance with the terms of this Agreement.

Closing

Closing shall take place at the Closing Place at the Closing Time if there has been satisfaction or waiver of the conditions of Closing herein contained. Subject to all other provisions of this Agreement, possession, risk and beneficial ownership of Vendor's interest in and to the Assets shall be deemed to pass from Vendor to Purchaser at the Closing Time.

Specific Conveyances

Vendor shall prepare the Specific Conveyances at its cost, none of which shall confer or impose upon a Party any greater right or obligation than contemplated in this Agreement. All Specific Conveyances that are prepared a reasonable time prior to the Closing Time shall be executed and delivered by the Parties at Closing. Forthwith after full execution of all Specific Conveyances, Vendor shall have the option of circulating and registering, as the case may be, all Specific Conveyances that by their nature may be circulated or registered and Purchaser shall be responsible for any registration costs.

Title Documents and Miscellaneous Interests

Vendor shall deliver to Purchaser those agreements and documents to which the Assets are subject and the original copies of those contracts, agreements, records, books, documents, licences, reports and data comprising Miscellaneous Interests which are now in the possession of Vendor or of which it gains possession prior to Closing (the "Files"). Within seven (7) days of Closing, Vendor shall deliver to Purchaser the Files. Notwithstanding the foregoing, if and to the extent such Files also pertain to interests other than the Assets, photocopies or other copies may be provided to Purchaser in lieu of original copies.

Form of Payment

All payments to be made pursuant to this Agreement shall be in Canadian funds. All payments to be made pursuant to this Agreement shall be made by certified cheque or bank draft.

Purchase Price

The aggregate consideration to be paid by Purchaser to Vendor for Vendor's interest in and to the Assets shall be $60,000 (SIXTY THOUSAND dollars). of which TO DATE $ 55,000 (FIFTY- FIVE THOUSAND) has been paid to the Vendor. The balance is remaining prior to the closing date as set out above. At Closing, Purchaser shall pay the remaining outstanding balance to Vendor minus any adjustments. Any and all adjustments to the Purchase Price shall be made from the remaining cash portion of the Purchase Price.

Allocation of Purchase Price

The Parties shall allocate the Purchase Price as follows:

Petroleum and Natural Gas Rigts	$	50,000
Tangibles	$	9,999
Miscellaneous Interests		1.00
Total	$	60,000

CONDITIONS OF CLOSING

Purchaser's Conditions

The obligation of Purchaser to purchase Vendor's interest in and to the Assets is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser:

the representations and warranties of Vendor herein contained shall be true in all material respects when made and as of the Closing Time, and a Certificate to that effect shall have been delivered by Vendor to Purchaser at Closing;

all obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects;

there shall be no adverse substantial damage or alteration to the Assets (other than production of Petroleum Substances, a decline in the valuation of the Assets, future cash flow therefrom or the quality, quantity or recoverability of the Leased Substances) between the date hereof and the Closing Time, other than that to which Purchaser has provided its consent;

Purchaser's rights to terminate this Agreement pursuant to Article 11 hereof.

If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing Time, Purchaser may in addition to any other remedies which it may have available to it, rescind this Agreement by written notice to Vendor. If Purchaser rescinds this Agreement, then Vendor shall be released and discharged from all obligations hereunder except as provided in sections 3.3 and 12.15.

Vendor's Conditions

The obligation of Vendor to sell its interest in and to the Assets is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of Vendor and may be waived by Vendor:

the representations and warranties of Purchaser herein contained shall be true in all material respects when made and as of the Closing Time, and a Certificate to that effect shall have been delivered by Purchaser to Vendor at Closing;

all obligations of Purchaser contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects;

all amounts to be paid by Purchaser to Vendor at Closing shall have been paid to Vendor in the form stipulated in this Agreement;

Vendor shall be satisfied, acting reasonably, on or before the Closing Time, that Purchaser meets all regulatory requirements to be unconditionally accepted as the holder of any licences, permits and approvals pertaining to the Assets by the regulatory body having jurisdiction over such matters.

If any one or more of the foregoing conditions precedent has or have not been satisfied, complied with, or waived by Vendor, at or before the Closing Time, Vendor may in addition to any other remedies which it may have available to it, rescind this Agreement by written notice to Purchaser. If Vendor rescinds this Agreement, Purchaser and Vendor shall be released and discharged from all obligations hereunder except as provided in sections 3.3 and 12.15.

REPRESENTATIONS AND WARRANTIES

Representations and Warranties of Vendor

Purchaser acknowledges that it is purchasing Vendor's interest in and to the Assets on an "as is, where is" basis, without representation and warranty and without reliance on any information provided to or on behalf of Purchaser by Vendor or any Third Party, whether verbal or in writing and whether contained herein including in a schedule attached hereto or otherwise, except that Vendor makes only the following representations and warranties to Purchaser, no claim in respect of which shall be made or be enforceable by Purchaser unless written notice of such claim, with reasonable particulars, is given by Purchaser to Vendor within a period of twelve (12) months from the Closing Time:

Vendor is a corporation duly organized, validly existing and are authorized to carry on business in the Province in which the Lands are located. Vendor now has good right, full power and absolute authority to sell, assign, transfer, convey and set over the interest of Vendor in and to the Assets according to the true intent and meaning of this Agreement;

the execution, delivery and performance of this Agreement has been duly and validly authorized by any and all requisite actions and will not result in any violation of, be in conflict with or constitute a default under any partnership agreement, bylaws, articles or other governing document to which Vendor, is bound;

the execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to which Vendor is party or by which Vendor is bound, nor under any judgement, decree, order, statute, regulation, rule or license applicable to Vendor;

Limitation

Vendor makes no representations or warranties except as expressly set forth in section 4.1 and, in particular, and without limitation, Vendor hereby expressly negates any representations or warranties by it (except those contained in section 4.1) whether contained in any information, memorandum or otherwise, whether provided to Purchaser directly or through Vendor's agents, with respect to:

any data or information supplied by Vendor in connection herewith;

the quality, quantity or recoverability of Petroleum Substances within or under the Lands or any lands pooled or unitized therewith;

the value of the Assets or the future cash flow therefrom;

the quality, condition, fitness or merchantability of any tangible depreciable equipment or property interests which are comprised in the Assets; and

the title of Vendor in and to the Assets

Purchaser acknowledges that it has only relied upon the representations and warranties contained in section 4.1 and not on any representations or warranties outside this Agreement and Vendor shall have no liability, whether under contract, tort, statute or otherwise in respect of any statements, information, representations or warranties made by it or by its employees, agents or representatives, except liability for the representations and warranties contained in section 4.1, which liability shall be subject to the limitations contained in this Agreement. Purchaser acknowledges and confirms that except for the representations and warranties in section 4.1, it has performed its own due diligence and has relied, and will continue to rely, upon its own engineering and due diligence with respect to the state or condition of the Assets.

Representations and Warranties of Purchaser

Purchaser makes the following representations and warranties to Vendor, no claim in respect of which shall be made or be enforceable by Vendor unless written notice of such claim, with reasonable particulars, is given by Vendor to Purchaser within a period of twelve (12) months from the Closing Time:

Purchaser is a corporation (general partnership), duly organized and validly existing under the laws of the jurisdiction of incorporation of Purchaser, is authorized to carry on business in the Province in which the Lands are located, and now has good right, full power and absolute authority to purchase the interest of Vendor in and to the Assets according to the true intent and meaning of this Agreement;

the execution, delivery and performance of this Agreement has been duly and validly authorized by any and all requisite corporate, shareholders' and directors' actions and will not result in any violation of, be in conflict with or constitute a default under any articles, charter, bylaw or other governing document to which Purchaser is bound;

the execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to which Purchaser is party or by which Purchaser is bound, nor under any judgement, decree, order, statute, regulation, rule or license applicable to Purchaser;

this Agreement and any other agreements delivered in connection herewith constitute valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms;

INDEMNITIES FOR REPRESENTATIONS AND WARRANTIES

Vendor's Indemnities for Representations and Warranties

Vendor shall be liable to Purchaser for and shall, in addition, indemnify Purchaser from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Purchaser which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in section 4.1 been accurate and truthful, provided however that nothing in this section 5.1 shall be construed so as to cause Vendor to be liable to or indemnify Purchaser in connection with any representation or warranty contained in section 4.1 if and to the extent that Purchaser did not rely upon such representation or warranty.

Purchaser's Indemnities for Representations and Warranties

Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in section 4.3 been accurate and truthful, provided however that nothing in this section 5.2 shall be construed so as to cause Purchaser to be liable to or indemnify Vendor in connection with any representation or warranty contained in section 4.3 if and to the extent that Vendor did not rely upon such representation or warranty.

Time Limitation

No claim under this Article 5 shall be made or be enforceable by a Party unless written notice of such claim, with reasonable particulars, is given by such Party to the Party against whom the claim is made within a period of twelve (12) months from the Closing Time.

PURCHASER'S INDEMNITIES

General Indemnity

Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which arise out of any matter or thing occurring or arising from and after the Closing Time and which relates to the Assets, provided however that Purchaser shall not be liable to nor be required to indemnify Vendor in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which arise out of breach of Vendor's representations and warranties contained in Clause 4.1 hereunder.

Abandonment and Reclamation

Purchaser shall see to the timely performance of all abandonment and reclamation obligations pertaining to the Assets which in the absence of this Agreement would be the responsibility of Vendor. Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor should Purchaser fail to timely perform such obligations.

Environmental Matters

Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which pertain to environmental damage or contamination or other environmental problems pertaining to or caused by the Assets or operations thereon or related thereto, however and by whomsoever caused, and whether such environmental damage or contamination or other environmental problems occur or arise in whole or in part prior to, at or subsequent to the Effective Date. Purchaser shall not be entitled to exercise and hereby waives any rights or remedies Purchaser may now or in the future have against Vendor in respect of such environmental damage or contamination or other environmental problems, whether such rights and remedies are pursuant to the common law or statute or otherwise, including without limitation, the right to name Vendor as a third party to any action commenced by any Third Party against Purchaser. Without limiting the generality of the foregoing, such environmental damage or contamination or other environmental problems shall include (i) surface, underground, air, ground water or surface water contamination, (ii) the abandonment or plugging of or failure to abandon or plug any of the Wells, (iii) the restoration or reclamation of or failure to restore or reclaim any part of the Assets, (iv) the breach of applicable government rules and regulations in effect at any time, and (v) the removal of or failure to remove foundations, structures or equipment.

Limitation

Notwithstanding any other provision in this Agreement, Purchaser shall not be liable to nor be required to indemnify Vendor in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor in respect of which Vendor is liable to and has indemnified Purchaser pursuant to section 5.1, and Vendor shall not be liable to nor be required to indemnify Purchaser in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Purchaser in respect of which Purchaser is liable to and has indemnified Vendor pursuant to section 5.2, in both cases disregarding the time limit set out in section 5.3.

GENERAL

Further Assurances

Each Party will, from time to time and at all times after Closing, without further consideration, do such further acts and deliver all such further assurances, deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement.

Entire Agreement

The provisions contained in any and all documents and agreements collateral hereto shall at all times be read subject to the provisions of this Agreement and, in the event of conflict, the provisions of this Agreement shall prevail. No amendments shall be made to this Agreement unless in writing, executed by the Parties. This Agreement supersedes all other agreements, documents, writings and verbal understandings among the Parties relating to the subject matter hereof and expresses the entire agreement of the Parties with respect to the subject matter hereof.

Governing Law

This Agreement shall, in all respects, be subject to, interpreted, construed and enforced in accordance with and under the laws of the Province of Alberta and the laws of Canada applicable therein and shall, in every regard, be treated as a contract made in the Province of Alberta. The Parties irrevocably attorn and submit to the jurisdiction of the courts of the Province of Alberta and courts of appeal therefrom in respect of all matters arising out of this Agreement.

Enurement

This Agreement may not be assigned by a Party without the prior written consent of the other Party, which consent may be unreasonably and arbitrarily withheld. This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective administrators, trustees, receivers, successors and permitted assigns.

Time of Essence

Time shall be of the essence in this Agreement.

Notices

The addresses for service and the fax numbers of the Parties shall be as follows:

	Vendor -		Geo Fin Financial
			Suite 520- Granville St
			Vancouver, B.C V6C 1N5
			Email: lstephenson@wascomgt.com

	Purchaser -		Barrel Energy Inc
			Suite 260, 2323 - 32 Ave N.E.
			Calgary, Alberta T2E 6Z3
			Email : g.sangha@gmx.com

Limit of Liability

In no event shall the liability of Vendor to Purchaser in respect of claims of Purchaser arising out of or in connection with this Agreement exceed, in the aggregate, the Purchase Price, taking into account any and all increases or decreases to the Purchase Price that occur by virtue of the terms of this Agreement.

Invalidity of Provisions

In case any of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Waiver

No failure on the part of any Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any right or remedy in law or in equity or by statute or otherwise conferred. No waiver of any provision of this Agreement, including without limitation, this section, shall be effective otherwise than by an instrument in writing dated subsequent to the date hereof, executed by a duly authorized representative of the Party making such waiver.

Amendment

This Agreement shall not be varied in its terms or amended by oral agreement or by representations or otherwise other than by an instrument in writing dated subsequent to the date hereof, executed by a duly authorized representative of each Party.

Agreement not Severable

This Agreement extends to the whole of the Assets and is not severable without Purchaser's express written consent or as otherwise herein provided.

Confidentiality and Public Announcements

Until Closing has occurred, each Party shall keep confidential all information obtained from the other Party in connection with the Assets and shall not release any information concerning this Agreement and the transactions herein provided for, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Nothing contained herein shall prevent a Party at any time from furnishing information (i) to any governmental agency or regulatory authority or to the public if required by applicable law, provided that the Parties shall advise each other in advance of any public statement which they propose to make, (ii) in connection with obtaining consents or complying with preferential, pre-emptive or first purchase rights contained in Title Documents and any other agreements and documents to which the Assets are subject, or (iii) to procure the consent of Vendor's lenders.

Counterpart Execution

This Agreement may be executed in counterpart, no one copy of which need be executed by Vendor and Purchaser. A valid and binding contract shall arise if and when counterpart execution pages are executed and delivered by Vendor and Purchaser.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

Geo Fin Consulting Inc.		Barrel Energy Inc.

Per:	/s/ Laurie Stephenson	Per:	/s/ Gurm Sangha
	Laurie Stephenson		Gurm Sangha

SCHEDULE “A”

“The Assets”

Lands and Leases:

Agreement

Lands / Rights

Assigned

Encumbrances

P&NG Lease

124394A

T95 R15 W5M: 11

Petroleum and Natural Gas to base Gilwood

51%

-Crown S/S

P&NG Lease

124394A

T95 R15 W5M: 13, 14

Petroleum and Natural Gas to base Gilwood

51%

-Crown S/S

-8% n/c GORR on 51% prod. paid by Rock

P&NG Lease

0503120270

T95 R15 W5M: 15

Petroleum and Natural Gas to base Gilwood

85% BPO (51% APO)

-Crown S/S

-12% convertible GORR on 85% prod. paid by Rock

Well:

Well Name	UWI
INVASION ELM BISON 10-15-95-15W5M	102/10-15-095-15W5/00

Rights of First Refusal	None

Facilities	None

Surface Leases	Held by operator, Lone Pine

EXHIBIT 10.4

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES BEING OFFERED ARE EXEMPT FROM REGISTRATION. THE SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE.

CONVERTIBLE NOTE

FOR VALUE RECEIVED, BARREL ENERGY INC, a Nevada corporation (hereinafter called the "BORROWER"), hereby promises to pay to Gurminder Sangha (the "HOLDER"), whose address for purposes hereof is, 14890 66a Ave, Surrey B.C V3S 2W4, or his registered assigns or successors in interest, or order, without demand, the sum of Two Thousand Eight Hundred Dollars ($2,800.00), with any accrued and unpaid interest on or before December 31, 2015 (the "Maturity Date").

The following terms shall apply to this Note:

ARTICLE I

INTEREST

INTEREST RATE. Interest payable on this Note shall accrue at the annual rate of five percent (5.0%) and be payable in arrears on the Maturity Date.

ARTICLE II

AMORTIZATION

PRINCIPAL PAYMENT. The Borrower shall repay the original principal amount of this Note (to the extent such amount has not been converted pursuant to Article III below), together with interest accrued to date on such portion of the original principal amount not previously paid (collectively the "PRINCIPAL AMOUNT"), on the Maturity Date.

ARTICLE III

CONVERSION RIGHTS

3.1. CONVERSION INTO THE BORROWER'S COMMON STOCK.

(a) The Holder shall have the right, but not the obligation, during the period from the date hereof until the close of business on December 31, 2015, to convert all or any portion of the principal portion of this Note and/or interest due and payable into fully paid, non-assessable shares of common stock of the Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of the Borrower into which such stock shall hereafter be changed or reclassified (the "COMMON STOCK") at the conversion price set forth below (the "CONVERSION PRICE").

Upon delivery to the Borrower of Holder's written request for conversion (the date of giving such notice of conversion being a "CONVERSION DATE"), the Borrower shall issue and deliver to the Holder within two business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Fixed Conversion Price as of the Conversion Date. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to the Principal Amount for the Maturity Date in chronological order.

(b) Subject to adjustment as provided in Section 3.1(c) below, the Conversion Price.

(c) The Conversion Price and number and kind of shares or other securities to be issued upon conversion, determined pursuant to Section 3.1(a) and 3.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

(i) Merger, Sale of Assets, etc. If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation (excepting the transaction in process whereby the Borrower will down stream certain operating assets to its consolidated and wholly owned subsidiary), this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the number of shares of Common Stock the Holder could have acquired immediately prior to such consolidation, merger, sale or conveyance based on the Fixed Conversion Price or the Conversion Price, as the case may be, as of the closing date thereof. It is agreed that the discount on conversion will be 30% off the bid price of common shares traded on the OTC BB. It is also agreed that the minimum price shall be fourteen cents($0.14) per share. The foregoing provision shall apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

(ii) Reclassification, etc. If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the number of shares of Common Stock into which the Note would have been convertible immediately prior to such reclassification or other change at the Fixed Conversion Price or the Conversion Price, as the case may be, as of the effective date for such reclassification or change.

(iii) Stock Splits and Combinations. If the shares of Borrower’s Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the Holder of this Note shall not be prejudiced thereby.

(d) During the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the full conversion of this Note, and shall issue all such conversion shares to the order of an escrow holder designated by Holder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. The Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for escrowed shares of Common Stock that shall be due to Holder upon any conversion of all or any portion of this Note.

3.2 METHOD OF CONVERSION. This Note may be converted by the Holder in whole or in part as described in Section 3.1(a) hereof. Upon partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid.

3.3 FURTHER STOCK ISSUANCES. Borrower covenants and agrees that, for so long as any amounts remain due hereunder, it shall not, without Holder’s prior written consent (which shall not be unreasonably withheld), make any material change in its authorized or issued shares of any class, declare or pay any dividend or other distribution, or issue, encumber, purchase or otherwise acquire any of its shares of any class.

ARTICLE IV

EVENT OF DEFAULT

The occurrence of any of the following events is an Event of Default ("EVENT OF DEFAULT"):

4.1 FAILURE TO PAY PRINCIPAL, INTEREST OR OTHER FEES. The Borrower fails to pay any installment of principal, interest or other fees when due and such failure continues for a period of fifteen (15) days after the due date.

4.2 BREACH OF COVENANT. The Borrower breaches any material covenant or other term or condition of this Note in any material respect and such breach, if subject to cure, continues for a period of thirty (30) days after written notice to the Borrower from the Holder.

4.3 BREACH OF REPRESENTATIONS AND WARRANTIES. Any material representation or warranty of the Borrower made herein, or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith is false or misleading and can not be cured for a period of thirty (30) days after written notice thereof is received by the Borrower from the Holder.

4.4 RECEIVER OR TRUSTEE. The Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.

4.5 JUDGMENTS. Any money judgment, writ or similar final process shall be entered or filed against the Borrower or any of its property or other assets for more than $50,000, and remains unvacated, unbonded or unstayed for a period of thirty (30) days.

4.6 BANKRUPTCY. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Borrower.

4.7 STOP TRADE. An SEC stop trade order or trading suspension of the Common Stock for 5 consecutive days or 5 days during a period of 10 consecutive days, excluding in all cases a suspension of all market trading.

4.8 FAILURE TO DELIVER COMMON STOCK OR REPLACEMENT NOTE. The Borrower's failure to timely deliver Common Stock to the Holder pursuant to and in the form required by this Note.

If an Event of Default occurs and is continuing, the Holder may make all sums of principal, interest and other fees then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, all without demand, presentment or notice, or grace period, all of which hereby are expressly waived.

ARTICLE V

MISCELLANEOUS

5.1 FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

5.2 NOTICES. Any notice herein required or permitted to be given shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Borrower at the address as set forth on the signature page of this Note, and to the Holder at the address set forth on the first page of this Note for Holder, or at such other address as the Borrower or the Holder may designate by ten days’ advance written notice to the other party hereto.

5.3 AMENDMENT PROVISION. The term "Note" and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

5.4 ASSIGNABILITY. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns, and may be assigned by the Holder.

5.5 GOVERNING LAW. This Note shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Minnesota or in the federal courts located in the state of Minnesota; provided, however that the Holder may choose to waive this provision and bring an action outside the state of Minnesota. The Borrower agrees to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party their reasonable attorney's fees and costs. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note.

5.6 MAXIMUM PAYMENTS. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

5.7 CONSTRUCTION. Each party acknowledges that they participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor one party against the other.

5.8 SIGNED FACSIMILE. A signed copy of this document sent by facsimile shall be as valid as the original.

IN WITNESS WHEREOF, the Borrower has caused this Note to be signed in its name effective as of this 1st day of December, 2015.

BARREL ENERGY INC,

A Nevada Corporation

By: /s/ Jurgen Wolf

Name: Jurgen Wolf

Title: Director

NOTICE OF CONVERSION

(To be executed by the Holder on or before September 15, 2015, to convert all or any portion of the Note)

The undersigned hereby elects to convert $_________ of the principal and $_________ of the interest due on the Note issued by BARREL ENERGY INC, on ___________, 2015, into Shares of Common Stock of BARREL ENERGY INC (the "Company"), according to the conditions set forth in such Note, as of the date written below.

Date of Conversion:_____________________________________________________________

Shares To Be Delivered:_________________________________________________________

Signature:______________________________________________________________________

Print Name:_____________________________________________________________________

Address:________________________________________________________________________

________________________________________________________________________________

EXHIBIT 10.5

FAMOUT AND PARTICIPATION AGREEMENT

BISON AREA, ALBERTA

THIS AGREEMENT made as of the 26th day of November, 2003

BETWEEN:

INVASION ENERGY INC.,

a body corporate, having an office at the City of

Calgary, in th Province of Alberta

(hereinafter referred to as "Farmar" or "Participant" or "Invasion")

OF THE FIRST PART

-and -

ELM ENERGY MANAGEMENT LTD.

a body corporate, having an office at the City of Calgary,

in the Province of Alberta

(hereinafter referred to as "Elm" or "Farmee')

-and -

OF THE SECOND PART

WHEREAS Invasion is the holder of certain interests in the lands more particularly described in Schedule "A" under the heading "Farmout Lands"; and "Option Lands" and

WHEREAS Elm has agreed to farm in on a portion of Invasion's interest in the Farmout Lands and Invasion has agreed to participate for a portion of its interest in the Earning Well; and

WH EREAS the Parties wish to provide for the formal maintenance, exploration, operation, and development of the Farmout Lands, from and after the Effective Date, subject to the terms and conditions contained in this Agreement for the mutual benefit of the Parties hereto.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises, and the mutual covenants contained herein and the benefits to be derived herefrom, the Parties agree as follows:

1. Interpretation

1.1 Definitions

Unless the context otherwise requires, each capitalized term used in this Head Agreement (including the recitals and this Clause) will have the meaning given to it in the Farmout & Royalty Procedure attached hereto as Schedule "B", and in addition, the following terms shall have the respective meanings hereby assigned to them, namely:

Farmout and Participation Agreement, P a ge 2

	(a)	"Assignment Procedure" means the 1993 CAPL Assignment Procedure (incorporated by reference), which will supercede Article 2404 of the Operating Procedure

	(b)	"Contract Depth" means a depth down to and including the lessor of 30 meters into the Muskeg formation or 1494 meters;

	(c)	"Farmee" means Elm;

	(d)	"Farmor" means Invasion;

	(e)	"Opti on Lands" means the lands described in Schedule "A";

	(f)	"Participant" means Invasion;

	(g)	"Petrol eu m Substances" means all petroleum, natural gas and all fluids and substances produced in association therewith, which may be produced from the Farmout Lands in accordance with such terms and conditions as may be from time to time prescribed by the relevant governmental bodies;

1.2 Schedules

The following Schedules are attached hereto and made part of this Agreement:

	(a)	Schedule "A", which describes the Farmout Lands, the Option Lands, Title Documents, and Encumbrances;

	(b)	Schedule "8", which is the 1997 CAPL Farmout & Royalty Procedure;

	(c)	Schedule "C", which is the 1990 CAPL Operating Procedure which includes the 1996 PASC Accounting Procedure attached as Exhibit "I"; and

	(d)	Schedule "D''. which is the Well Data Requirement Sheet.

2. Earning Well

	(a)	Subject to surface accessibility and rig availability, Invasion on behalf of the Farmee and Participant shall drill the Earning Well at a location in 10-15-95-15W5 on the Farmout Lands, and shall drill such well diligently and continuously in accordance with Article 3.00 of the Farmout and Royalty Procedure:

	(b)	Costs of drilling, completing and capping or abandoning the Earning Well shall be shared in the following percentages:

Invasion		15.0		%
Elm			85.0	%

Farmout a nd Participation Agreement, Page 3

3. Earning

Subject to Article 3.00 of the Farmout and Royalty Procedure, the Farmee shall earn 85% of the Farmor's working interest in all rights in the Farmout Lands, subject to a before payout overriding royalty of twelve percent (12%) on 85% of all proceeds therefrom, convertible to 40% of the Farmee's participating interest in the Earning Well spacing unit, and, in the balance of the Farmout Lands, 60% of the Farmor's 85% interest.

For greater clarity, the interests of the parties in the Farmout Lands after earning shall be:

	Drill Spacing Unit
	BPO	APO	Balance of lands
Invasion	15% WI plus 12% GOR on 85% prod	49.0% WI	49.0% WI
Elm	85% WI subject to 12% GOR	51.0% WI	51.0% WI

4. Option Wells

The Farmee shall have the option to drill additional wells at mutually agreed locations on the Option Lands to earn the same amount of lands under the same earning terms as the Earning Well. In the event time does not allow additional wells to be drilled in the 03/04 winter drilling season, Invasion will extend such option to the following winter drilling season.

5. Test Well Tie-In

Invasion agrees to tie in all wells capable of production, into its existing gathering facilities and shall bear all tie in costs 100%. Invasion agrees to process and transport all gas belonging to the Farmee using its facilities under the January 1, 2004 Processing and Transportation Agreement between Invasion and Elm.

6. Cash Call

Invasion shall be allowed to cash call the Farmee for its proportionate share of the estimated AFE costs associated with drilling the Earning Well.

7. Operating Procedure

Invasion will be the initial Operator under the Farmout & Royalty Procedure and Operating Procedure and hereby accepts such appointment.

Farmou t a n d P articipat io n Agr e e men t. P age 4

8. Area of Mutual Interest

There shall be a one mile area of mutual interest surrounding the Farmout and Option Lands. Such AMI shall be in effect for 1 year from the date of this agreement and the Farmor and Farmee shall be eligible to participate therein as to 49'% and 51% respectively.

9. Maintenance of Leases

Invasion shall pay all rentals, taxes, Lessor royalties, overriding royalties and all payments arising out of or burdens on the Title Documents in accordance with the interests as set forth in Clause 3 hereof. The Farmee agrees to reimburse the Farmor for its share of all lease rentals from the Effective date until it has completed its earning hereunder, or has elected not to drill any further Option Wells, whichever is the latter.

10. Address for Service

The address for each of the Parties for service of notices shall be as follows:

	Invasion Enery Inc.		Elm Energy Management Ltd.
	2500, 645 - 7th Avenue S.W.		200, 118 - 81 Avenue S.W.
	Calgary, AB T2P 4G8		Calgary, Alberta T2P 1B3

11. Assignment

The Assignment Procedure will be deemed to apply as if it had been included as a schedule to this Agreement. Notwithstanding Clause 2.02 of the Assignment Procedure, no provision of the Assignment Procedure shall be construed so as to make th assignee responsible for any obligation or liability which had arisen or accrued prior to the ransfer Date (as defined in the Assignment Procedure).

12. Encumbrance of Interest

If the interest of any Party in the Farmout Lands is now on hereinafter shall become encumbered by any royalty, excess royalty, production payment, carried interest or other charge of a similar nature, other than the encumbrances as set forth on Schedule "A", such additional encumbrance, royalty, interest payment or charge shall be charged to, and paid entirely by, the Party whose interest is or becomes thus encumbered. Any such encumbrance hereinafter made or granted by a Party shall be expressly made subject to the rights of the other Parties hereunder . In no event shall a Party acquiring an interest in such lands by virtue of the operation of any provision of the body of this agreement or of the Operating procedure (except for Article XXIV of the Operating Procedure, where applicable) ever be required to assume any part of such interest, royalty, payment or charge.

Farmout a nd Participat io n A greemen t, P a ge 5

13. Goods and Services Tax (GST)

	(a)	Effective as of the Effective Date, the parties to this Agreement hereby elect jointly to have the Operator or any successor to the initial Operator, account for GST in the course of any joint venture activity attributable to the electing participants and parties to this Agreement pursuant to subsection 273(1) of the Excise Tax Act.

	(b)	For the purposes of Subsection 273(1) of the Excise Tax Ac t , this Operating Agreement covers any marketing arrangements between the perator and the other parties, wherein the Operator agrees to market product n behalf of such other parties.

14. Limitation Act

The two-year period for seeking a remedial order under section 3(1)(a) of the Limitations Act , R.S.A. 2000 c. L-12, as amended, for any claim (as defined in that Act) arising in connection with this agreement is extended to:

	(a)	for claims disclosed by an audit, two years after the time this agreement permitted that audit to be performed; or

	(b)	for all other claims, four years.

15. ELM Partners and Beneficial Interests

The Operator acknowledges that ELM Energy Management Ltd. ("ELM") may have other partners, including Qwest Energy Corp. limited partnerships (the "ELM Partners") that will have a beneficial interest in certain wells and associated lands. However, the Operator is only required to look to ELM for performance of any duties and obligations required to be carried out under the Agreement prior to ELM earning its interest hereunder and prior to the appropriate Notices of Assignment being affected. At the request of ELM, the Operator agrees to use its reasonable efforts to assign and novate the ELM Partners into the lands, interests and applicable agreements.

Operations

The Operator confirms that the operations will be performed in accordance with the Operating Procedure and if applicable the Farmout and Royalty Procedure. The Operator agrees to issue supplemental AFE's in accordance with the Operating Procedure and to keep ELM appraised of operations and costs in a timely manner.

Materials

The operator shall provide ELM with copies of geological, geophysical and engineering data, information and materials. ELM shall pay the reproduction cost of materials beyond information and data provided in the normal course of operations.

Farmout and Participat ion Agreement , Page 6

Press Releases

Any Press Release related to ELM's participation shall contain a reference specifically to ELM and shall include the following:

"ELM Energy Management ltd. is the drilling program manager for Qwest Energy Inc. limited partnerships and certain Qwest limited partnerships have certain beneficial interests with ELM in these properties."

Offer to Purchase

At the request of ELM, the Operator or any affiliate of The Operator ("Operator") shall extend an Offer to Purchase the interest of ELM Energy Management Ltd. and "the ELM Partners" earned interest hereunder. The amount of the offer extended will be at Operator's sole discretion and ELM Energy Management Ltd. is under no obligation to dispose of its interest. In the event ELM Energy Management Ltd. and the ELM Partners wish to accept Operator's Offer to Purchase, a sale agreement shall be prepared containing industry standard provisions for oiland gas property or corporate transactions. It is acknowledged that ELM Energy Management Ltd. and the ELM Partners may elect to sell some but not all of the applicable interest.

[If clause 2401 8 from the CAPL Operating Procedure is in effect t e following shall apply. If the Operator extends an offer and it is rejected by ELM, Clause 2401 A shall apply provided that the sale price exceeds the previous offer by the Operator.]

Qwest Energy Corp. limited partnerships, ("Qwest LPs") have a requirement that the Operator will make an offer after 24 months of the limited partnerships final closing of the offering of that limited partnership, to purchase the shares of the subsidiary companies of Qwest LPs containing the interest in wells and associated lands after the 24 month period. The offer shall be at Operator's sole determination of the fair market value of the interests. The Qwest LP's shall be under no obligation to accept the said offer.

IN WITNESS WHEREOF the Parties have executed and delivered this Agreement as of the date first written above.

INVASION ENERGY INC.

/s/ Larry Braun
Name: Larry Braun
Title: President, Land

ELM ENERGY MANAGEMENT LTD.

/s/ Neal Gledhill
Name: Neal Gledhill
Title: President

This is the Execution page of a Farmout and Participation Agreement dated the 26th day of November, 2003, between Invasion Energy Inc. and Elm Energy Management Ltd.

Farmout and Participat ion Agreement, P age 7

Schedule "A" '

Attached to and made part of a Farmout and Part i cipation Agreement dated the 26th day of November, 2003 between Invasion Energy Inc. and Elm Energy , Management Ltd .

Farmout Lan ds:

Legal DescriQtion	Invasion I nterest	Title Documents	Encumbrances

Secs 11,13,14-95-15W5	100.00%	CR 124394A	Crown
PNG to base Gilwood

Sec. 15-95-15W5	100.00%	CR 0503120270	Crown
AII PNG

Otion Lands:

Legal DescriQtion	Invasion I nterest	Title Documents	Encumbrances

Secs. 29,31,32-95-15W5	100.00%	CR 5400030049	Crown
Sec 36-95-16W5
All PNG excl NG Bluesky Gething in S29

Secs 5,6,7-96-15W5	100.00%	CR 5499070027	Crown
Secs 1,11,12-96-16W5

Schedule "B"

Attached to and made part of a Farmout and Participation Agreement dated the 26th day of
November, 2003 between Invasion Energy Inc. and Elm Energy Management Ltd.

Farmout & Royalty Procedure Elections and Amendments

1. Effective Date (Subclause 1.01(f)): November 26, 2003

2. Payout (Subclause 1.01(t)): Alternate A

Alternate B

If Alternate B applies: m3 of equivalent production and years.

3. Incorporation of Clauses from 1990 CAPL Operating Procedure (Clause 1.02)

4. Article 4.00 (Option Wells) will _ ü _ / will not apply.

5. Article 5.00 (Overriding Royalty) will _ ü _ / will not apply.

6. Quantification of Overriding Royalty (Subclause 5.01A, if applicable).

	(a) Crude Oil		Alternate 1
			lf Alternate 1 applies, 12 %
			If Alternate 2 applies, min %, max %

	(b) Other Substances		Alternate 1
			If Alternate 1 applies, 12%
			If Alternate 2 applies, % in (i) and % in (ii)

7. Permitted Deductions (Subclause 5.04B, if applicable)

Alternate 1 only

Alternate 2 only

Alternates 1 and 2

If Alternate 2 applies, 50 % of Market Price.

8. Article 6.00 (conversion of Overriding Royalty) will ü / will not apply.

9. If Article 6.00 applies, conversion to 34 % Working Interest in Subclause 6.04A.

10. Article.8.00 (Area of Mutual Interest) will ü /will not apply.

11. Reimbursement of Land Maintenance Costs (Clause 11.02) will will not ü apply. If applicable, reimbursement of $ .

Schedule "C"

Attached to and made part of a Farmout and Participation Agreement dated the 26th day of

November, 2003 between Invasion Energy Inc. and Elm Energy Management Ltd.

1 990 CAPL OPERATING AGREEMENT

I. I nsurance (Clause 311)		Alternate B
II. Marketing Fee (Clause 604)		Alternate B (a) $.12 per barrel, (b) $.02 per Mcf, (c) N/A, (d) N/A
III. Casing Point Election (Clause 903)		Alternate. A
IV. Penalty for I ndependent Operations (Clause 1007)		Development walls 300 %
		Exploratory wells 5 00 %
V. Title Preserving Well (Clause 1010)		180 days
VI. Disposition o f I nterests (Clause 2401)		Al!ernate A
VII. Recognition Upon Assign ment (Clause 2404)		Alternate Delete

1 998 PASC ACCOUNTI NG PROCEDURE

I. Operating Advance (Clause 105) Proportionate share of 1 0 %

II. Approvals (Clause 110) 2 or more parties totaling 75%

III. Expenditure Limits (Clause 112) (a) $25,000 (c) $25, 000

IV. Employee Benefi ts (Clause 202(b)) 25%

V. Housing (Clause 213(b)) Shall be chargeable

V. Warehouse Handling (Clause 216) 5 %

VI. Allocation Options Delete

VI. Overhead Rates (Clause 302)

(a) For each Exploration Project:

(1) 5% first $5 0.000 . 00

(2) 3% of next $1 00, 000 . 00

(3) 1% of cost over $ 1 60,000

(b) For each DrillingWell:

(1) 3% of first $ 5 0,000 . 00

(2) 2% of next $ 100,000.00

(3) 1% of coat over $150,000

(1) 5% of first $ 50,000.00

(2) 3% of next $ 100,000.0 0

(3) 1% of cost over $ 1 50.000

(d) For each Construction Project:

Flat %

(1) 5% first $50,000.00

(2) 3% of next $100, 000.00

(3) 1% of cost over $150, 000

(d) For Operation and Maintenance:

(1) 10% of the cost; and

(2) $150.00 per month for producing well per month; or

(3) flat rate per monlh for producing, lnjection and water source operations

The rates In Subclauses (e)(2) and (e)(3) wlll /will not X be adjusted as of the first day of July each year.

Vii. Dispositions (Clause 406)

$25, 000. 00 for requiring approval.

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Amendment No. 1 to the Registration Statement on Form S-1 of our report dated November 14, 2014 with respect to the audited financial statements of Barrel Energy, Inc. for the period from January 27, 2014 (inception) through September 30, 2014.

We also consent to the references to us under the heading “Experts” in such Registration Statement.

/s/ MaloneBailey, LLP

www.malone−bailey.com

Houston, Texas

March 23, 2015

EXHIBIT 23.2

Consent of Marlin Consulting Corp.

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on Form S-1of Barrel Energy Inc. of our report dated March 1, 2015, which is contained in Exhibit 99.1 to the Registration Statement.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ Marshall Diamond – Goldberg, Geologist

Marlin Consulting Corp.

March 1, 2015

EXHIBIT 99.1

MARLIN CONSULTING CORP.

PRELIMINARY

ESTIMATED RESERVES

EFFECTIVE

March 1 , 2015

ATTRIBUTABLE TO INTEREST

OWNED BY

BARREL ENERGY INC.

Table of Contents

1. Introduction	Page 3
2. Engineering	Page 3
3. Economic Considerations	Page 4
4. General Considerations	Page 4
5. Definition of Oil and Gas Reserves	Page 6
a. Reserve Categories	Page 6
b. Development and Production Status	Page 7
c. Levels of Certainty	Page 8
6. Price Forecast	Page 9
7. Geology	Page 10
8. Economic Evaluation	Page 11
9. Estimated Reserves	Page 12
a. Volumetric	Page 12
b. Net Present Value	Page 14
10. Future Development Opportunities	Page 16

Disclaimer

The analyses, opinions or interpretations contained herein are based upon data, observations and material available in the public records or provided to us by the client. The interpretations and conclusions expressed are based upon industry accepted engineering techniques and scientific concepts. Marlin Consulting Corp and its officers and employees assume no responsibility and make no warranty or representations as to the productivity or profitability of any properties in connection with which interpretations and conclusions are herein used or relied upon.

Material relevant to this evaluation will be kept in our files. Please do not hesitate to call for clarification on any items discussed.

Marshall Diamond-Goldberg ________________________________

Geologist

Introduction

At your request, Marlin Consulting Corp. has estimated the reserves as of October 1, 2014 attributable to interests owned by Barrel Energy., in certain gas properties located in the Province of Alberta, Canada.

Engineering

The basis for estimating the reserves attributable to the Bison Alberta gas property, was an extrapolation of historical production in the area of the leases. Analogy to similar producing Gilwood member wells was used for forecasting where sufficient production data were present for decline analysis. Production histories were obtained from third party industry providers and supplemented with data provided by Barrel Energy Inc.

The available geologic and engineering data were furnished by Barrel Energy Inc. for Marlin’s review. The gas volumes included in this report are expressed in millions of cubic feet (MMCF) or thousands of cubic feet (MCF) at standard temperature and pressure as may be appropriate.

Economic Considerations

Securities and Exchange Commission (SEC) pricing requirements were used to set the base gas prices used in this report. A base gas price of $4.43 per million British Thermal Unit (MMBtu) was used herein, which was the average historical price for NGPL – Midcon as at December 31, 2014. Adjustments were made for regional price differentials and gas Btu heating value content at the individual property level. Gas prices were held constant over the economic life of the property as specified by the SEC.

Lease operating expenses were estimated from analogue properties as provided by Barrel Energy Inc. and through industry review by MCC. Capital expenditures were included as required for work-overs, future well development and production equipment. All costs have been held constant in this evaluation.

The estimated future net revenues shown are those that would be realized from the sale of the estimated gas reserves after deductions of severance taxes, ad valorem taxes, and direct operating expenses. No deductions have been made for Federal income taxes or other indirect costs such as interest expense or loan repayments.

General Considerations

1.	Reserve estimates presented in this report have been calculated using deterministic procedures. The reserves shown in this report are those estimated under the requirements of the Securities and Exchange Commission (SEC). The definition of all oil and gas reserves and reserve classes used in this report are in accordance with the SEC regulations S-X as set forth in this report.

2.	The estimated future net revenues shown in the cash projections is that revenue which may be realized from the sale of estimated net reserves. Surface and well equipment salvage values have not been considered in the revenue projections. Future net revenue as stated in this report is before the deduction of Federal and/or State income tax.

3.	The discounted future net revenue is not represented to be the fair market value of those reserves. The estimated reserves included in the cash projections have not been adjusted for risk.

4.	The reserves included in this study are estimates only and should not be construed as exact quantities. Future conditions may affect the recovery of estimated reserves and revenue, and all categories of reserves may be subject to revision as more performance data become available.

5.	Extent and character of ownership, oil and gas prices, production data, direct operating costs, required capital expenditures, and other data furnished have been accepted as represented. No independent well tests, property inspections, or audits of operating expenses were conducted by our staff in conjunction with this study.

6.	No investments or business decisions are to be made in reliance on these estimates by anyone other than our client. Notwithstanding the foregoing, if such a person, with the approval of our client, wishes to make investment or business decisions made in reliance on these estimates, they do so solely at their own risk and hold harmless MEC from any responsibility regarding those decisions.

7.	Gas contract differences, including take or pay claims are not considered in this report.

8.	Gas sales imbalances have not been taken into account in the reserve estimates.

9.	Unless otherwise stated in the text, existing or potential liabilities stemming from environmental conditions caused by current r past operating practices have not been considered in this report. No costs are included in the projections if future net revenue or in our economic analyses t restore, repair or improve the environmental conditions of the properties studied to meet existing future Local, State or Federal regulations.

Special Note: Any distribution of this report in whole or in part must include the preceding general considerations and cover letter in their entirety.

Definition of Reserve Category

Taken from the Oil and Gas Handbook, by the Society of Petroleum Engineers.

Crude Oil: A mixture, consisting mainly of pentanes and heavier hydrocarbons that exists in the liquid phase in reservoirs and remains liquid at atmospheric pressure and temperature. Crude oil may contain sulphur and other non-hydrocarbon compounds, but does not include liquids obtained from the processing of natural gas. Classes of crude oil are often reported on the basis of density, sometimes with different meanings. Acceptable ranges are as follows:

·	Light:	Less than 870 kg/m ³ (greater than 31.1 ^○ API)

·	Medium:	870 to 920 kg/m ³ (31.1 ^○ API to 22.3 ^○ API)

·	Heavy:	920 to 1000 kg/m ³ (22.3 ^○ API to 10 ^○ API)

·	Ultra Heavy:	greater than 1000 kg/m ³ (less than 10 ^○ API

Heavy or Ultra-Heavy crude oils as defined by the density ranges given, but with viscosities greater than 10,000 mPa ^. s measured at original temperature in the reservoir and atmospheric pressure, on a gas free basis, would generally be classified as crude bitumen.

Natural Gas: A mixture of lighter hydrocarbons that exist either in the gaseous phase or in solution in crude oil reservoirs but are gaseous at atmospheric conditions. Natural gas may contain sulphur or other non-hydrocarbon compounds.

Natural Gas Liquids: Those hydrocarbon components that can be recovered from natural gas as liquids including, but not limited to; ethane, propane, butanes, pentanes plus, condensate and small quantities of non-hydrocarbons.

Reserve Categories

Reserves are estimated remaining quantities of oil and natural gas and related substances anticipated to be recoverable from known accumulations, from a given date forward, based upon:

·	Analysis of drilling, geological, geophysical and engineering data;

·	The use of established technologies; and

·	Specified economic conditions, which are generally accepted as being reasonable and shall be disclosed.

Reserves are classified to the degree of certainty associated with the estimates.

1.	Proved Reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves.

2.	Probable Reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable reserves.

3.	Possible Reserves are those additional reserves that are less certain to be recovered than probable reserves. It is unlikely that the actual remaining quantities recovered will exceed the sum of the estimated proved plus probable plus possible reserves.

Development and Production Status

Each of the reserve categories (proved, probable and possible) may be divided into developed and un-developed categories.

Developed Reserves are those reserves that are expected to be recovered from existing wells and installed facilities, or if facilities have not been installed, that would involve a low expenditure (e.g. when compared with the cost of drilling a well), to put the reserves on production. The developed category may be further subdivided into producing and non-producing.

	a.	Developed Producing Reserves are those reserves that are expected to be recovered from completed intervals open at the time of the estimate. These reserves may be currently producing or if shut-in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.

	b.	Developed Non-producing Reserves are those reserves that either have not been on production or have previously been on production, but are shut-in and the date of resumption of production is unknown.

Un-developed Reserves are those reserves expected to be recovered from known accumulations where a significant expenditure (e.g. when compared with the cost of drilling a well), is required to render them capable of production. They must fully meet the requirements of the reserves classification (proved, Probable or possible) to which they are assigned.

In multi-well pools, it may be appropriate to allocate total pool reserves between the developed and un-developed categories or to subdivide the developed reserves for the pool between developed producing and developed non-producing. This allocation should be based in the estimator’s assessment as to the reserves that will be recovered from specific wells, facilities and completion intervals in the pool and their respective development and production status.

Levels of Certainty for Reported Reserves

The qualitative certainty levels contained in these definitions are applicable to individual Reserve Entities which refers to the lowest level at which reserves calculations are performed and to Reported Reserves, which refers to the highest level sum of individual entity estimates for which reserves estimates are presented. Reported Reserves should target the following levels of certainty under a specific set of economic conditions:

·	At least 90 percent probability that the quantities actually recovered will equal or exceed the estimated proved reserves;

·	At least 50 percent probability that the quantities actually recovered will equal or exceed the estimated proved plus probable reserves; and

·	At least 10 percent probability that the quantities actually recovered will equal or exceed the estimated proved plus probable plus possible reserves

A quantitative measure of the certainty levels pertaining to the estimates prepared for the various reserves categories is desirable to provide clearer understanding of the associated risks ad uncertainties. However, the majority of reserve estimates will be prepared using deterministic methods that do not provide a mathematically derived quantitative measure of probability. In principle, there should be no difference between estimates prepared using probabilistic or deterministic methods.

Crude Oil and Natural Gas Price Forecast

Taken from DOE/IEA-0383 (2014) Annual Energy Outlook

Geology

Bison Property – Alberta

Sediments were thickest adjacent to the emergent Arch with sands in of up to 180 feet in total thickness deposited in the braided channel systems coming off the structural highland. Thicknesses decreased to the east away from the source rock ultimately terminating some 75 miles east from the PRA. The Gilwood member at Bison shows approximately 7 feet of gas pay over water in the Gilwood formation and was perforated between 1468.5m and 1470.5m (4818-4825 feet) in 2004. The zone was not stimulated during completion. Initial production rates during the 54 hour flow test post perf was an average of 2.1 MMCF/d. with an additional 25 Barrels of condensate produced during the test period.

During the cementation of the production casing a lost circulation zone was encountered causing a loss of cement returns during the procedure. Cement bond logging indicated no cementation above the lost circulation zone with free pipe from 3773 feet to surface. A remedial cement job was attempted in March 2004 above the Gilwood perfs using a retrievable plug set at 3937 feet with little success. Ultimately, it was determined that fluid was lost to the Gilwood during the remedial operation which had the effect of damaging the Gilwood reservoir.

In February of 2005 the wells was producing gas at a rate of approximately 250 MCF/d with minimal water. In 2009, Rock Energy, the owner of the leases commenced a 4 hour flow test confirming a production rate of 272 MCF/d. Significant fluid was encountered in the hole during the test indicating water infiltration. The likely source for the water was the remedial cementation attempts over the lost circulation zone and communication with the Gilwood through channeling in the cement behind the casing. Restricted pressure is also thought to have been the result of damage caused by infiltration into the Gilwood reservoir.

Economic Evaluation

Barrel Energy Inc. purchased the Bison property effective September 1, 2014. The project consists of four sections of working interest land totaling 2,560 acres (gross), with an average working interest of 51%. The leases are subject to Provincial Crown Royalty. The Bison property has a higher working interest on the single section of land associated with the tested Gilwood gas well. That interest is 81%. There is no current production from any of the four sections on the Bison project.

Volumetric Reserves

Assignment of reserves associated with the Gilwood member gas, was done on the basis of a section of drainage associated with the 10-15-95-15W5M shut-in Gilwood gas well. These reserves are classified as probable reserves as the likelihood of remedial action being successful on the well is uncertain and the capital expense of the work-over may be significant relative to the economic value of the reserves. As well, an additional two sections of land were classified as possible reserves in the Gilwood as a result of the ability to establish Gilwood gas potential by analogue in the near vicinity of Bison.

Well Parameters

Net Pay	2.0m (7 feet)
Porosity	15.4%
Water Saturation	10%
Formation Temp	39.3 C (103 F)
Drainage	640 Acres
Compressibility	0.95
Recovery Factor	.9
Shrinkage	6%
Reservoir Pressure	367.5 psi

Utilizing the above well parameters, the gas volume in place is calculated as:

G = VR*Փ*(1-Sw)*((Ts*Pi)/(Ps*Tf*Zi))

Where:

G	gas in place
VR	rock volume (area*thickness of pay)
Փ	Average Porosity
Sw	Average Water Saturation
Ts	Temperature (Standard Conditions)
Pi	Initial Reservoir Pressure
Tf	Temperature (formation)
Ps	Pressure (Standard Conditions)
Zi.	Compressibility at Pi and Tf

Reserves Calculation

G = 7*640*.154*(1-.10)*((520.1*367.5)/(14.6*562.7*.95))

G = 8.41 BCF

RF = 0.90

G (Recoverable) = 8.41*0.90

G (Recoverable) = 7.57 BCF

Note: The gas reserves in place and recoverable shown above were calculated on a gross basis and do not reflect the working interest reserves or potential reserves.

Net Present Values

Future Development

The Bison project has additional development potential within the Gilwood member for gas. As the property contains four sections of land and only a single section is developed on that acreage position, initially the addition of seismic or a wider geological evaluation or a combination of both would be beneficial in identifying the areal extent of the Gilwood reservoir and hence identifying additional drilling locations on the Bison property itself. The current opportunity would benefit from the expenditure of seismic in the amount of $250,000 to determine the extent of the structure relating to the Gilwood member and approximately $300,000 for remedial work on the existing gas well.

The full geotechnical and geophysical evaluation of this project was beyond the scope of this report, but would be highly recommended in order to assess the complete potential of this project.