AS FILED WITH THE

As filed with the Securities and Exchange Commission on July 15, 2019

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 2015.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,WASHINGTON, D.C. 20549

Amendment No. 2 to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BARREL ENERGY, INC.

(Exact(Exact name of registrant as specified in its charter)

Nevada

(State of other jurisdiction of incorporation)

1311

Primary Standard Industrial Classification Code Number

47-1963189

I.R.S. Employer Identification Number

Approximate dateHarpreet Sangha

Chairman

8275 S. Eastern Ave. Suite 200

Las Vegas, NV 89123

702-595-2247

(Name, address, including zip code, and telephone number, including area code, of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.agent for service)

Copies to:

Frederick C. Bauman, Attorney

Bauman & Associates Law Firm

6440 Sky Pointe Dr., Ste 140-149

Las Vegas, NV 89131

(702) 533-8372

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, please check the following box and list the Securities Act Registration Statementregistration statement number of the earlier effective Registration Statementregistration 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 Statementregistration statement number of the earlier effective Registration Statementregistration 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 Statementregistration statement number of the earlier effective Registration Statementregistration 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. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Calculation of Registration Fee

_______ 

(1)	Represents shares of our common stock being registered for resale that have been issued or will be issued to the Selling stockholder named in the registration statement.
(2)	Price per share shown is 80% of the lowest trading price reported in the consolidated reporting system as reported on the OTC Markets website for the 15 trading days prior to May 24, 2019.
(3)	Estimated solely for the purposes of computing the registration fee in accordance with Rule 457(c) of the Securities Act of 1933, as amended.

The Registrantregistrant hereby amends this registration statementRegistration 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 statementRegistration Statement shall thereafter become effective in accordance with sectionSection 8(a) of the Securities Act of 1933 or until the registration statementthis Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

2

The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities under this prospectus until the registration statement of which it is a part and filed with the Securities and Exchange Commission acting pursuantis effective. This prospectus is not an offer to such section 8(a), may determine.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.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED JULY 15, 2019

BARREL ENERGY, INC.

8,000,000 SHARES OF COMMON STOCK 9,250,000 Shares of Common Stock

$0.025 per share 

NO MINIMUMOffered by the Selling Stockholder

This isprospectus relates to the initial offeringresale from time to time by the selling shareholder identified herein of Commonup to an aggregate of 9,250,000 shares of common stock consisting of:

7,500,000 shares of Barrel Energy Inc.our common stock underlying an Equity Line extended by Crown Bridge Partners LLC (“CROWN BRIDGE”) for up to $3,000,000, together with 1,750,000 shares constituting the maximum commitment fee payable to Crown Bridge under the Equity Line. 175,000 of the commitment shares were initially issued at the Equity Line closing. CROWN BRIDGE has agreed to purchase these shares if put to it by us pursuant to the terms of the Equity Purchase Agreement (the “EPA”) we entered into with CROWN BRIDGE on November 13, 2018. Subject to the terms and conditions of the EPA, we have the right to "put," or sell, up to $3,000,000. We will not receive any proceeds from the resale of these shares of common stock offered by CROWN BRIDGE. We will, however, receive proceeds from the sale of shares directly to CROWN BRIDGE pursuant to the EPA. When we put an amount of shares to CROWN BRIDGE, the per share purchase price that CROWN BRIDGE will pay to us in respect of such put will be determined in accordance with a formula set forth in the Equity Purchase Agreement. There will be no public market existsunderwriter's discounts or commissions so we will receive all of the proceeds of our sale to CROWN BRIDGE. The purchase price to be paid by CROWN BRIDGE will be equal to 80% multiplied by the lowest traded price of our common stock for the securities being offered. Barrel Energy Inc. is offering10 trading days following the Clearing Date (the “Market Price”). We will be entitled to put to CROWN BRIDGE on each put the lesser of $100,000 or 200% of the average of the dollar volume on the principal trading exchange for sale a totalour common stock for the 10 trading days preceding the put date; provided that the number of 8,000,000shares to be purchased by CROWN BRIDGE shall not exceed the number of such shares that, when added to the number of shares of its Common Stock on a "self-underwritten"our common stock then beneficially owned by CROWN BRIDGE, would exceed 4.99% of the number of shares of our common stock outstanding. CROWN BRIDGE may sell any shares offered under this prospectus at prevailing market prices or privately negotiated prices. CROWN BRIDGE is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), best effort basis. The shares will be offered at a fixed pricein connection with the resale of $.025 per share for a period not to exceed 180 days fromour common stock under the dateEPA. For more information, please see the section of this prospectus unless extended by our Boardtitled "Plan of Directors for an additional 90 days.Distribution" beginning on page 37.

ThereThe transactions by which the selling stockholder is no minimum numberacquiring their securities from us will be exempt under the registration provisions of shares required to be purchased. This offering is on a best effort basis, meaning, no minimum numberthe Securities Act by virtue of shares must be sold. See "Use of Proceeds" and "Plan of Distribution"Section 4(a)(2).

Barrel Energy Inc. is a development stage, start-up company. Any investmentWe are an "emerging growth company" under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements.

Investing in the shares offered hereinour common stock involves a high degree of risk. You should only purchaseconsider carefully the risk factors beginning on page 6 of this prospectus before purchasing any of the 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”).offered by this prospectus.

Our independent registered accountants’ audit report stated that we have had significant operating losses, a working capital deficiencycommon stock is quoted on the OTC Pink under the symbol "BRLL". The last reported sale price of our common stock on the OTC Pink on July 15, 2019 was $0.075 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and that we are in need for a new capital raise, which raise substantial doubt about our ability to continue as a going concern.any amendments or supplements carefully before you make your investment decision.

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

PROCEEDS

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.The date of this prospectus is July 15, 2019

Subject to Completion, _____ 2015

TABLE OF CONTENTS

BARREL ENERGY INC.

14890 66a Ave. 

Surrey, B.C. V3S 9Y6, Canada

 SUMMARYTABLE 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.CONTENTS

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

INCOME STATEMENT

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:

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:

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.

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.

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.

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

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:

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.

The Bison Leases were acquired pursuant to an Agreement of Purchase and Sale with Geo Fin Consulting Inc., which was an assignee of Elm Energy Management, Ltd., the original lessee.  Pursuant to an operating agreement entered into by Elm Energy Management Ltd., Invasion Energy Inc. was designated as the operator.  Invasion Energy Inc. subsequently amalgamated into Canadian Forest Oil Ltd., which later changed its corporate name to Lone Pine Resources Canada Ltd.

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:

Productive Wells and Acreage as of December 31, 2014:

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

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 drillingYou may only rely on the leases.

Present Activities:

There areinformation contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no present wells being drilled. As ofchange in our affairs since the date of this report, Barrel managementprospectus is planningcorrect as of any time after its initial exploration activities at the property.date.

Delivery Commitments:PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus. Because it is a summary, it may not contain all of the information that is important to you. Before investing in our common stock, you should read this entire offering carefully, especially the sections entitled "Risk Factors" beginning on page 6 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 30, as well our financial statements and related notes included elsewhere in this prospectus.

As used in this prospectus, references to "the Company," "BRLL", "we", "our," "ours" and "us" refer to Barrel Energy, Inc., and its subsidiaries, unless otherwise indicated.

Company Overview

BARREL ENERGY INC. is a Nevada corporation, incorporated January 17, 2014, which has engaged historically in the oil and gas sector of the energy industry through its ownership of 2560 acres of oil & gas leases known as the Bison Property in Alberta, Canada. The Company has realized no revenues from its oil and gas activities. Barrel Energy, Inc. is referred to as the “Company” or “Barrel.”

On May 14, 2019, Barrel entered into a Lease with Crocker Acana, LLC of 602 acres of land in Tehama County, California. The Company’s intent is to farm the land to grow hemp. This will require a permit from the Tehama County government, which permit has been applied for but not yet obtained. The Lease is for a term of ten calendar years. The rent is $1,000 per acre, totaling $602,000 per year, payable monthly. However, in the first lease year payment is due $200,000 on September 30^th 2019. A second payment of $200,000 is due by January 30, 2020. The final payment of $202,000 is due on or before March 31, 2020.

The Land is located in an agricultural area approximately 5 miles west of the town of Cornell, California. The property is owned by Crocker Acana, LLC.

Barrel intends to grow industrial hemp and produce and distribute hemp-based, CBD wellness products. Through a vertically integrated business model, the Company intends to improve customers’ lives and meet their demands for stringent product quality, efficacy and consistency.

The Company does not have any delivery commitmentsintend to produce or any shortsell medicinal or long term contractual obligations.recreational marijuana or products derived therefrom.

Marketing:The Company’s primary products will be made from whole-plant hemp extracts containing a broad spectrum of phytocannabinoids, including CBD, terpenes, flavonoids and other minor but valuable hemp compounds. The Company believes the presence of these various compounds will work synergistically to heighten the effects of the products, making them superior to single-compound CBD isolates. Hemp extracts are produced from Industrial Hemp, which is defined as Cannabis with less than 0.3% THC. THC causes psychoactive effects when consumed and is typically associated with marijuana (i.e. Cannabis with high-THC content). The Company does not intend to produce or sell medicinal or recreational marijuana or products derived from high-THC Cannabis/marijuana plants. Industrial Hemp products have no psychoactive effects. The Company’s intended product categories may include tinctures (liquid product), capsules and topical products. Planned product categories may include powdered supplements, single-use, beverage, sport, professional (dedicated health care practitioner products) and new delivery methods. The Company’s products are intended to be distributed through an e-commerce website, select wholesalers and a variety of brick and mortar retailers. The Company intends to grow its hemp on the Tehama County, California property.

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.

The Company has not earned any revenues to date and we do not anticipate earning revenues until such time as we have planted and harvested our first crop of hemp.

The Company maintains offices at 8275 S Eastern Ave, Suite 200, Las Vegas, Nevada 89123.

Implications of Being an Emerging Growth Company

We qualify as an "emerging growth company" as defined in the Jumpstart Our competitor oilBusiness Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and gas companiesother requirements that are otherwise applicable generally to public companies. These provisions include:

	·	being permitted to present two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure;
	·	reduced disclosure about our executive compensation arrangements;
	·	exemptions from the requirements of holding non-binding advisory votes on executive compensation or golden parachute arrangements; and
	·	exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we competehave total annual gross revenues of $1 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the last day of the fiscal year in which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or SEC, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

Where You Can Find Us

The company website is www.barrelhemp.com. The contents of this website are not incorporated into this prospectus

About This Offering

This prospectus covers the resale of 9,250,000 shares of common stock by the selling stockholder named herein.

RISK FACTORS

An investment in the Company's common stock involves a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. Our business, operating results and financial condition could be harmed and the value of our stock could go down as a result of these risks. This means you could lose all or a part of your investment. 

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Risks Related to Our Business and Industry

Industry Competition

The markets for financingbusinesses in the CBD and forhemp extracts industries are competitive and evolving. In particular, the acquisitionCompany will face strong competition from both existing and emerging companies that offer similar products to the Company. Some of oilthe Company’s current and gas propertiespotential competitors may have longer operating histories, greater financial, marketing and technicalother resources than those available to us. These competitorsand larger customer bases. Given the rapid changes affecting the global, national and regional economies generally and the CBD industry, in particular, the Company may not be able to spend greater amountscreate and maintain a competitive advantage in the marketplace. The Company’s success will depend 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 ourits ability to attainkeep pace with any changes in such markets, especially in light of legal and regulatory changes. The Company’s success will depend on its ability to respond to, among other things, changes in the financing necessary for useconomy, market conditions and competitive pressures. Any failure to acquire further oilanticipate or respond adequately to such changes could have a material adverse effect on the Company’s financial condition, operating results, liquidity, cash flow and gas interests or explore and develop our current or future oil and gas properties.operational performance.

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.Product Viability

oil and gas companies for available resources, including, butIf the products the Company intends to sell do not limited to, professional geologists, land specialists, engineers, helicopters, float planes, oil and gas exploration supplies and drill rigs.have the physiological effects intended, the business may suffer. In general, the Company’s products will contain CBD which is classified in the United States as controlled substance. The Company’s products may contain innovative ingredients or combinations of ingredients. There is little long-term experience with human or other animal consumption of certain of these ingredients or combinations thereof in concentrated form. The Company’s products could have certain side effects if not taken as directed or if taken by a consumer that has certain medical conditions. Furthermore, there can be no assurance that any of the products, even when used as directed, will have the effects intended or will not have harmful side effects.

SOURCES AND AVAILABILITY OF PRODUCTS; DEPENDENCE ON ONE OR A FEW MAJOR SUPPLIERSAgricultural Operations Risk

There are numerous providers of geological and exploration services in Alberta, such as seismic and drilling. WeThe Company’s business will not be dependent on onethe outdoor growth and production of industrial hemp, an agricultural product. As such, the risks inherent in engaging in agricultural businesses apply to the Company. Potential risks include the risk that crops may become diseased or a few suppliers.victim to insects or other pests and contamination, or subject to extreme weather conditions such as excess rainfall, hail, freezing temperature or drought, all of which could result in low crop yields, decreased availability of industrial hemp and higher acquisition prices. There can be no guarantee that an agricultural event will not adversely affect the business and operating results.

PATENTS AND TRADEMARKSSuccess of Quality Control Systems

We do notThe quality and safety of the Company’s products will be critical to the success of the business and operations. As such, it is imperative that the Company’s service providers’ quality control systems operate effectively and successfully. Quality control systems can be negatively impacted by the design of the quality control systems, the quality training program, and adherence by employees to quality control guidelines. Although the Company strives to ensure that all of its service providers have implemented and adhere to high caliber quality control systems, any proprietary products. We currentlysignificant failure or deterioration of such quality control systems could have no patents or trademarks fora material adverse effect on our company name or brand namebusiness and operating results.

NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTSDomestic Supply Risk

Not applicable.The Company intends to use only hemp products with full compliance under federal and state regulations to be sold across the United States, and on a limited basis Internationally. The regulation of third-party suppliers may have a significant impact upon the business. Any enforcement activity or any additional uncertainties which may arise in the future, could cause substantial interruption or cessation of the business, including adverse impacts to the Company’s supply chain and distribution channels, and other civil and/or criminal penalties at the federal level.

GOVERNMENT AND INDUSTRY REGULATIONWeather Patterns

WeThe Company’s business can be affected by unusual weather patterns. The production of some of the Company’s intended products will rely on the availability and use of live plant material, which will be grown in California. Growing periods can be impacted by weather patterns and these unpredictable weather patterns may impact the Company’s ability to harvest its industrial hemp and produce products. In addition, severe weather, including drought, hail and freezing temperatures, can destroy a crop, which could result in limited quantities of hemp to process. If the Company is unable to harvest its hemp plants through its proprietary operations or contract farming arrangements, the ability to meet customer demand, generate sales and maintain operations could be impacted.

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Reliance on Third-Party Suppliers and Service Providers

The Company intends to maintain a full supply chain for the material portions of the production process of its products. Despite maintaining full federal compliance and legality, the Company’s suppliers and service providers may elect, at any time, to cease to engage in supply or service agreements in respect of the Company’s products. Loss of suppliers or service providers could have a material adverse effect on the business and operational results. Product Recalls Product manufacturers and distributors are sometimes required to recall or initiate returns of their products for various reasons, including product defects such as contaminations, unintended harmful side effects or interactions with other products, packaging safety and inadequate or inaccurate labeling disclosure. If any of the Company’s products are recalled, it could incur unexpected expense relating to the recall and any legal proceedings that might arise in connection with the recall. The Company may lose significant revenue due to loss of sales and may not be able to compensate for or replace that revenue. There can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory actions or lawsuits. A recall of products could lead to adverse publicity, decreased demand for the Company’s products and could have a material adverse effect on the results of operations and financial condition.

Product Liability

The Company’s products will be produced for sale directly to end consumers, and therefore there is an inherent risk of exposure to product liability claims, regulatory action and litigation if the products are alleged to have caused loss or injury. In addition, the manufacture and sale of the Company’s products involves the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of the Company’s products alone or in combination with other medications or substances could occur. The Company may be subject to various product liability claims, including, among others, that the products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against the Company could result in increased costs, could adversely affect the Company’s reputation, and could have a material adverse effect on the business and operational results.

Effectiveness and Efficiency of Advertising and Promotional Expenditures

The Company’s future growth and profitability will depend on the effectiveness and efficiency of advertising and promotional expenditures, including the Company’s ability to (i) create greater awareness of its products; (ii) determine the appropriate creative message and media mix for future advertising expenditures; and (iii) effectively manage advertising and promotional costs in order to maintain acceptable operating margins. There can be no assurance that advertising and promotional expenditures will result in revenues in the future or will generate awareness of the Company’s technologies, products or services. In addition, no assurance can be given that the Company will be able to manage its advertising and promotional expenditures on a cost-effective basis.

Creating and Promoting Brands

Management believes that creating, maintaining and promoting the Company’s future brands will critical to expanding its customer base. Maintaining and promoting the brands will depend largely on the Company’s ability to continue to provide quality, reliable and innovative products, which we may not be successful. The Company may introduce new products that customers do not like, which may negatively affect the brands and reputation. Maintaining and enhancing the Company’s brands may require substantial investments, and these investments may not achieve the desired goals. If the Company fails to successfully promote and maintain its brand or if there are excessive expenses in this effort, the business and financial results from operations could be materially adversely affected.

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Changing Consumer Preferences

As a result of changing consumer preferences, many nutraceutical and other innovative products attain financial success for a limited period of time. Even if the Company’s intended products find retail success, there can be no assurance that any of the products will continue to see extended financial success. The Company’s success will be dependent upon its ability to develop new and improved product lines. Even if the Company is successful in introducing new products or further developing current products, a failure to continue to update them with compelling content could cause a decline in the products’ popularity that could reduce revenues and harm the business, operating results and financial condition. Failure to introduce new features and product lines and to achieve and sustain market acceptance could result in the Company being unable to meet consumer preferences and generate revenue, which could have a material adverse effect on profitability and financial results from operations.

Product Returns

Product returns are a customary part of any consumer business. Products may be returned for various reasons, including expiration dates or lack of sufficient sales volume. Any increase in product returns could reduce the results of operations.

Obtaining Insurance

Due to the Company’s involvement in the industrial hemp industry, it may have a difficult time obtaining the various insurances that are desired to operate the business, which may expose the Company to additional risk and financial liability. Insurance that is otherwise readily available, such as general liability, and directors and officer’s insurance, may be more difficult to find, and more expensive because of the regulatory regime applicable to the industry. There are no guarantees that the Company will be able to find such insurances in the future, or that the cost will be affordable. If the Company is forced to go without such insurances, it may prevent it from entering into certain business sectors, may inhibit growth, and may expose the Company to additional risk and financial liabilities.

The Company’s planned business will be heavily dependent upon its intangible property and technology.

The Company rwill rely upon copyrights, trade secrets, unpatented proprietary know-how and continuing innovation to protect the intangible property, technology and information that is considered important to the development of the business. The Company will rely on various methods to protect its proprietary rights, including confidentiality agreements with consultants, service providers and management that contain terms and conditions prohibiting unauthorized use and disclosure of confidential information. However, despite efforts to protect intangible property rights, unauthorized parties may attempt to copy or replicate intangible property, technology or processes. There can be no assurances that the steps taken by the Company to protect its intangible property, technology and information will be adequate to prevent misappropriation or independent third-party development of the Company’s intangible property, technology or processes. It is likely that other companies can duplicate a production process similar to the Company’s. Other companies may also be able to materially duplicate the Company’s proprietary plant strains. To the extent that any of the above would occur, revenue could be negatively affected, and in the future, the Company may have to litigate to enforce its intangible property rights, which could result in substantial costs and divert management’s attention and other resources.

Intellectual Property Claims

Companies in the retail and wholesale consumer packaged goods industries frequently own trademarks and trade secrets and often enter into litigation based on allegations of infringement or other violations of intangible property rights. The Company may be subject to intangible property rights claims in the future and its products may not be able to withstand any third-party claims or rights against their use. Any intangible property claims, with or without merit, could be time consuming, expensive to litigate or settle and could divert management resources and attention. An adverse determination also could prevent the Company from offering its products to others and may require that the Company procure substitute products or services for these members. With respect to any intangible property rights claim, the Company may have to pay damages or stop using intangible property found to be in violation of a third-party’s rights. The Company may have to seek a license for the intangible property, which may not be available on reasonable terms and may significantly increase operating expenses. The technology also may not be available for license at all. As a result, the Company may also be required to pursue alternative options, which could require significant effort and expense. If the Company cannot license or obtain an alternative for the infringing aspects of its business, it may be forced to limit product offerings and may be unable to compete effectively. Any of these results could harm the Company’s brand and prevent it from generating sufficient revenue or achieving profitability. Trade Secrets may be Difficult to Protect

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The Company’s success will depend upon the skills, knowledge and experience of its scientific and technical personnel, consultants and advisors, as well as contractors.

Because the Company will operate in a highly competitive industry, it will rely in part on trade secrets to protect its proprietary products and processes. However, trade secrets are difficult to protect. The Company intends to enter into confidentiality or non-disclosure agreements with its corporate partners, employees, consultants, outside scientific collaborators, developers and other advisors. These agreements generally require that the receiving party keep confidential and not disclose to third-parties confidential information developed by the receiving party or made known to the receiving party by the Company during the course of the receiving party’s relationship with the Company. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services to the Company will be its exclusive property, and the Company enters into assignment agreements to perfect its rights. These confidentiality, inventions and assignment agreements may be breached and may not effectively assign intellectual property rights to the Company. The Company’s trade secrets also could be independently discovered by competitors, in which case the Company would not be able to prevent the use of such trade secrets by its competitors. The enforcement of a claim alleging that a party illegally obtained and was using the Company’s trade secrets could be difficult, expensive and time consuming and the outcome could be unpredictable. The failure to obtain or maintain meaningful trade secret protection could adversely affect the Company’s competitive position.

Risks related to the regulatory environment.

We are subject to the risk of potential changes to state laws pertaining to industrial hemp.

As of the date hereof, approximately forty states authorized industrial hemp programs pursuant to the Farm Bill. Continued development of the industrial hemp industry will be dependent upon new legislative authorization of industrial hemp at the state level, and further amendment or supplementation of legislation at the federal level. Any number of events or occurrences could slow or halt progress all together in this space. While progress within the industrial hemp industry is currently encouraging, growth is not assured. While there appears to be ample public support for favorable legislative action, numerous factors may impact or negatively affect the legislative process(es) within the various states where the Company has business interests. Any one of these factors could slow or halt use of 25 industrial hemp, which could negatively impact the business up to possibly causing the Company to discontinue operations as a whole.

Costs Associated with Numerous Laws and Regulations

The manufacture, labeling and distribution of the Company products will be regulated by various federal, state and local agencies. These governmental authorities may commence regulatory or legal proceedings, which could restrict the permissible scope of the Company’s product claims or the ability to sell products in the future. The FDA may regulate the Company’s products to ensure that the products are not adulterated or misbranded. The Company is subject to regulation by the federal government and other state and local agencies as a result of its CBD products. The shifting compliance environment and the need to build and maintain robust systems to comply with different compliance in multiple jurisdictions increases the possibility that the Company may violate one or more of the requirements. If the Company’s operations are found to be in violation of any of such laws or any other governmental regulations that relate directlyapply to the Company, it may be subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, the curtailment or indirectlyrestructuring of the Company’s operations, any of which could adversely affect the ability to our operations including United States securities laws. Weoperate the Company’s business and its financial results. Failure to comply with FDA requirements may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines and criminal prosecutions. The Company’s advertising will also be subject to regulation by the Alberta Energy Regulator (AER). Federal Trade Commission (“FTC”) under the Federal Trade Commission Act. In recent years, the FTC has initiated numerous investigations of dietary and nutrition supplement products and companies. Additionally, some states also permit advertising and labeling laws to be enforced by private attorney generals, who may seek relief for consumers, seek class-action certifications, seek class-wide damages and product recalls of products sold by the Company. Any actions against the Company by governmental authorities or private litigants could have a material adverse effect on the Company’s business, financial condition and results of operations.

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We are subject to uncertainty caused by potential changes in legal regulations.

There is substantial uncertainty and different interpretations among federal, state and local regulatory agencies, legislators, academics and businesses as to the importation of derivatives from exempted portions of the cannabis plant and the scope of operation of Farm Bill-compliant hemp programs relative to the Controlled Substances Act (CSA), the Farm Bill and the emerging regulation of cannabinoids. These different opinions include, but are not limited to, the regulation of cannabinoids by the DEA and/or the FDA and the extent to which manufacturers of products containing imported raw materials and/or Farm Bill-compliant cultivators and processors may engage in interstate commerce. The uncertainties cannot be resolved without further federal, and perhaps even state-level, legislation, regulation or a definitive judicial interpretation of existing legislation and rules. If these uncertainties continue, such may have an adverse effect upon the introduction of the Company’s products in different markets. Regulatory Approval and Permits The Company may be required to obtain and maintain certain permits, licenses and approvals in the jurisdictions where its products are licensed, although the Company does 26 not currently anticipate that such approvals will be necessary. There can be no assurance that the Company will be able to obtain or maintain any necessary licenses, permits or approvals, and in particular, should the Drug Enforcement Administration (DEA) succeed in the pending litigation on the Final Rule, suppliers of CBD hemp products could be required to obtain a CSA permit, which would likely not be a feasible option for retail products. Any material delay or inability to receive these items is likely to delay and/or inhibit the Company’s ability to conduct its business, and could have an adverse effect on the business, financial condition and results of operations.

Other Corporate Risks

We have an unproven business model and a limited operating history upon which an evaluation of our prospects can be made.

Our future operations are contingent upon generating revenues and raising capital for operations. Because we have a limited operating history, it is difficult to evaluate our business and future prospects and there are substantial risks, uncertainties, expenses and difficulties that we are subject to. There can be no assurance that at this time we will operate profitably or that we will have adequate working capital to meet our obligations as they become due. Investors must consider the risks and difficulties frequently encountered by early stage companies. We cannot be certain that our business strategy will be successful or that we will successfully address the risks we face. In the event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected.

We have a history of losses and can provide no assurance of our future operating results.

We have not yet begun to generate revenues. For the three months ended March 31, 2019, we incurred a net loss of $61,719. For the years ended September 30, 2018 and September 30, 2017, we incurred net losses of $176,033 and $71,105. As of March 31, 2019, we had an aggregate accumulated deficit of $923,866.

Our independent registered auditors have expressed substantial doubt about our ability to continue as a going concern.

Our audited financial statements for the years ended September 30, 2018 and 2017, include an explanatory paragraph that such financial statements were prepared assuming that we would continue as a going concern. As discussed in Note 3 to the financial statements for the years ended September 30, 2018 and, 2017 , included with this prospectus, because of our lack of revenue and capital deficiency there is substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. If we are unable to continue as a going concern, shareholders may lose their entire investments.

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We will need to raise additional capital to fund our business.

We will need to raise additional capital to fund our operations and capital expenditures, as we have not yet generated revenues. Such additional funding may not be available on terms acceptable to the Company, or at all. Any additional equity financing we raise may involve substantial dilution to the existing shareholders.

We expect to depend on the stability and availability of our information technology systems.

We expect to rely on information technology in all aspects of our business. A significant disruption or failure of our information technology systems could result in service interruptions, revenue collection disruptions, safety failures, security violations, regulatory compliance failures and the inability to protect corporate information assets against intruders or other operational difficulties. Although we anticipate taking steps to mitigate these risks, a significant disruption could adversely affect our results of operations, financial condition or liquidity. Additionally, if we are unable to acquire or implement new technology, we may suffer a competitive disadvantage, which could also have an adverse effect on our results of operations, financial condition or liquidity.

We will need to increase the size of our organization and may experience difficulties in managing growth.

We are a small company with a minimal number of employees. With the start of our planned principal activities, we expect to experience a period of significant expansion in headcount, facilities, infrastructure and overhead and anticipate that further expansion will be required to applyaddress potential growth and market opportunities. Future growth will impose significant added responsibilities on members of management, including the need to the AERidentify, recruit, maintain and integrate managers. Our future financial performance and our ability to obtain drilling permits for wellscompete effectively will depend, in part, on our Bison leases.ability to manage any future growth effectively.

The loss of any of our executive officers, directors or key personnel would likely have an adverse effect on our business.

RESEARCH AND DEVELOPMENT ACTIVITIESOur future success will depend to a significant extent on the continued services of our senior management and other key personnel, particularly Harpreet Sangha and Craig Alford. The loss of the services of Mr. Sangha, Mr. Alford or other key employees or directors would also likely have an adverse effect on our operations.

Other than time spent researchingGeneral Economic Risks

Acts of terrorism or war, as well as the threat of war, may cause significant disruptions in our proposed business operations.

Terrorist attacks and any government response to those types of attacks and war or risk of war may adversely affect our results of operations, financial condition or liquidity. Our mining properties could be direct targets or indirect casualties of an act or acts of terror, which could cause significant business interruption and result in increased costs and liabilities and decreased revenues, which could have an adverse effect on operating results and financial condition. Such effects could be magnified if releases of hazardous materials are involved. Any act of terror, retaliatory strike, sustained military campaign or war or risk of war may have an adverse impact on our operating results and financial condition by causing unpredictable operating or financial conditions, loss of critical customers or partners, volatility or sustained increase of fuel prices, fuel shortages, general economic decline and instability or weakness of financial markets. In addition, in the event that we haveobtain insurance in the future, insurance premiums charged for some or all of the coverage currently maintained by us could increase dramatically, the coverage available may not spent any funds on researchadequately compensate us for certain types of incidents and development activitiescertain coverage may not be available to date. We do not currently plan to spend any funds on research and development activitiesus in the future.

ENVIRONMENTAL LAWSFuel supply availability and fuel prices may adversely affect our results of operations, financial condition or liquidity.

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 emissionFuel supply availability could be impacted as a result of various substances producedlimitations in association with certain oil and natural gas operations. In addition, such legislation requires that well and facility sites are abandoned and reclaimedrefining capacity, disruptions to the satisfactionsupply chain, rising global demand and international political and economic factors. A significant reduction in fuel availability could increase fuel costs resulting in reduced margins. Each of provincial authorities. Compliance with such legislation can requirethese factors could have an adverse effect on our operating results, financial condition or liquidity. If the price of fuel increases substantially, we may be able to offset a significant expenditures and breachportion of such requirementsthese higher fuel costs through a fuel surcharge program or increase in ticket prices, which may result in the suspension or revocationloss of necessary licenses and authorizations, civil liability for pollution damage, and the imposition of material fines and penalties.customers.

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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 AGREEMENTSDownturns in the economy could adversely affect demand for our future services.

Significant, extended negative changes in domestic and global economic conditions that impact future customers transported by us and may have an adverse effect on our operating results, financial condition or liquidity. Declines in economic growth and the United States travel industry all could result in reduced revenues.

Negative changes in general economic conditions could lead to disruptions in the credit markets, increase credit risks and could adversely affect our financial condition or liquidity.

Challenging economic conditions may not only affect future revenues due to reduced demand for many goods and services but could result in payment delays and increased credit risk. Mines are capital-intensive and we may need to finance a portion of the building and maintenance of infrastructure as well as mining equipment. Economic slowdowns and related credit market disruptions may adversely affect our cost structure, our timely access to capital to meet financing needs and costs of its financings.

Risks Related to Our Common Stock

A large percentage of our stock is owned by relatively few people, including officers and directors.

As of May 24, 2019, our officers and directors beneficially owned approximately 62% of our outstanding common stock. If you purchase shares, you may be subject to certain risks due to the concentrated ownership of our common stock. For example, these stockholders could, if they were to act together, affect the outcome of stockholder votes, which could, among other things, affect elections of directors, delay or prevent a change in control or other transaction that might be beneficial to you as a stockholder.

We have not paid dividends on common stock in the past and do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.

We currently have two employees, of which Gurminder Sangha acts asnever paid cash dividends on our Chief Executive Officercommon stock and Jurgen Wolf acts as Chief Financial Officer. We do not have any employment agreements.anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock would depend on earnings, financial condition and other business and economic factors affecting it at such time as the Board of Directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

There is a limited market for our common stock which may make it more difficult to dispose of your stock.

Emerging Growth Company StatusOur common stock is currently quoted on the OTC Markets under the JOBS Actsymbol "BRLL". There is a limited trading market for our common stock. As a result, investors may find it difficult to dispose of, or to obtain accurate quotations of the price of, our common stock, which may adversely affect the market price of our common stock. A limited market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or assets by using common stock as consideration. There can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock.

The price of our common stock is volatile, which may cause investment losses for our stockholders.

Barrel Energy Inc. qualifiesThe market for our common stock is highly volatile. The trading price of our common stock on the OTC Markets is subject to wide fluctuations in response to, among other things, quarterly variations in operating and financial results, and general economic and market conditions. In addition, statements or changes in opinions, ratings, or earnings estimates made by brokerage firms or industry analysts relating to our market or relating to us could result in an immediate and adverse effect on the market price of our common stock. The highly volatile nature of our stock price may cause investment losses for our shareholders. In the past, securities class action litigation has often been brought against companies following periods of volatility in the market price of their securities. If securities class action litigation is brought against us, such litigation could result in substantial costs while diverting management's attention and resources.

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Additional stock offerings may dilute current stockholders.

Given our plans and our expectation that we may need additional capital and personnel, we may need to issue additional shares of capital stock or securities convertible or exercisable for shares of capital stock, including preferred stock, options or warrants. The issuance of additional capital stock may dilute the ownership of our current stockholders.

Shares eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to this prospectus or Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), current public information and notice requirements. Any substantial sales of our common stock pursuant to this prospectus or Rule 144 may have a material adverse effect on the market price of our common stock. Such shares may include shares issuable pursuant to convertible debt or exercise of warrants. As of September 30, 2018, there are 7,536,400 shares of our common stock issuable upon conversion of outstanding convertible debt.

Our common stock may be considered a "penny stock" and is subject to additional sale and trading regulations that may make it more difficult to buy or sell.

We anticipate that our common stock may be considered to be a "penny stock" and securities broker-dealers participating in sales of common stock will be subject to the "penny stock" regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange Act. Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

As an issuer of "penny stock", the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, if our common stock is considered a penny stock, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

Future issuances of common shares may be adversely affected by the EPA.

The market price of our common stock could decline as a result of issuances and sales by us, including pursuant to the Equity Purchase Agreement, or sales by our existing shareholders, of common stock, or the perception that these issuances and sales could occur. Sales by our shareholders might also make it more difficult for us to issue and sell common stock at a time and price that we deem appropriate. It is likely that the sale of shares by CROWN BRIDGE will depress the market price of our common stock.

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Draw-downs under the EPA may cause dilution to existing shareholders.

CROWN BRIDGE has committed to purchase up to $3,000,000 worth of shares of our common stock. From time to time during the term of the EPA, and at our sole discretion, we may present CROWN BRIDGE with a drawdown notice requiring CROWN BRIDGE to purchase shares of our common stock. The purchase price to be paid by CROWN BRIDGE will be 80% of the Market Price of our common stock, which is defined as the lowest traded price within the 10 trading days following the Clearing Date. We will be entitled to put to CROWN BRIDGE on each put date such number of shares of common stock as equals the lesser of $100,000 or 200% of the average of the dollar volume on the principal trading exchange for our common stock for the 10 trading days preceding the put date; provided that the number of shares to be purchased by CROWN BRIDGE shall not exceed the number of such shares that, when added to the number of shares of our common stock then beneficially owned by CROWN BRIDGE, would exceed 4.99% of the number of shares of our common stock outstanding. As a result, our existing shareholders will experience immediate dilution upon the purchase of any of the shares by CROWN BRIDGE. The issue and sale of the shares under the Equity Purchase Agreement may also have an “emergingadverse effect on the market price of the common shares. CROWN BRIDGE may resell some, if not all, of the shares that we issue to it under the EPA and such sales could cause the market price of the common stock to decline significantly. To the extent of any such decline, any subsequent puts would require us to issue and sell a greater number of shares to CROWN BRIDGE in exchange for each dollar of the put amount. Under these circumstances, the existing shareholders of our company will experience greater dilution. The effect of this dilution may, in turn, cause the price of our common stock to decrease further, both because of the downward pressure on the stock price that would be caused by a large number of sales of our shares into the public market by CROWN BRIDGE, and because our existing stockholders may disagree with a decision to sell shares to CROWN BRIDGE at a time when our stock price is low, and may in response decide to sell additional shares, further decreasing our stock price. If we draw down amounts under the EPA when our share price is decreasing, we will need to issue more shares to raise the same amount of funding. There is no guarantee that we will satisfy the conditions to the EPA. Although the Equity Purchase Agreement provides that we can require CROWN BRIDGE to purchase, at our discretion, up to $3,000,000 worth of shares of our common stock in the aggregate, there can be no assurances that we will be able to satisfy the closing conditions applicable for each put. If we fail to satisfy the applicable closing conditions, we will not be able to sell the put shares to CROWN BRIDGE. There is no guarantee that we will be able to fully utilize the EPA.

We are an "emerging growth company”company" and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common stock less attractive to investors.

We are an "emerging growth company," as defined in the Jumpstart our Business Startups Act (the “JOBS Act”). The JOBS Act, creates a new categoryand we intend to take advantage of issuers known ascertain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies." Emerging growth companies are thosecompanies" including not being required to comply with annual gross revenuesthe auditor attestation requirements of less than $1 billion (as indexed for inflation) during their most recently completed fiscal year. TheSection 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act is intended to facilitate public offerings byalso provides that an emerging growth companies by exempting them from several provisionscompany can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, and its regulations. An emerging growth company will retain that status untilas amended, or the earliest of:

Financial and Audit Requirements

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

Offering Requirements

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

Other Public Company Requirements

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

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),and we have elected to take advantage of this extended transition period. In other words, as added by Section 102(b),an emerging growth company, we have elected to take advantage of the provision of the JOBS Act. This election allows companiesAct allowing us to delay the adoption of new or revisedcertain accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We are also currently able to take advantage of certain of these exemptions as a smaller reporting company. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenue of $1.0 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; and (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

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.

FORWARD-LOOKING STATEMENTS

The information contained in this prospectus, includes some statement that are not purely historical and that are "forward-looking statements." Such forward-looking statements include, but are not limited to, statements regarding our and their management's expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition and results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates," "believes," "continue," "could," "estimates," "expects," "intends," "may," "might," "plans," "possible," "potential," "predicts," "projects," "seeks," "should," "will," "would" and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock by the selling security holders pursuant to this prospectus. All proceeds from the sale of the shares will be for the account of the selling security holder. We have agreed to bear the certain expenses relating to the registration of the shares for the selling security holders. We anticipate receiving proceeds from any "puts" tendered to CROWN BRIDGE under the EPA. Proceeds will be used for General Operating Expenses and Working Capital.

DETERMINATION OF OFFERING PRICE

The offering price for the shares sold to CROWN BRIDGE under the put will equal 80% of the Market Price of our common stock on the date the purchase price is calculated, which is defined as the lowest traded price during the 10 trading days following the Clearing Date. To the extent that the disparity between the offering price and market price of the common stock is material, such disparity was determined by us to be fair in consideration of CROWN BRIDGE establishing a line of credit to facilitate our ongoing operations.

Equity Purchase Agreement

We entered into the Equity Purchase Agreement (“EPA”) with CROWN BRIDGE on November 13, 2018. Pursuant to the EPA, CROWN BRIDGE committed to purchase up to $3,000,000 worth of our common stock, over a period of time terminating on the earlier of: (i) 36 months from the date of the agreement; (ii) the date on which CROWN BRIDGE has purchase shares of our common stock pursuant to the EPA for an aggregate maximum purchase price of $3,000,000; or (iii) if there is no effective registration statement after the registration statement of which this prospectus forms a part is ordered effective. We may draw on this facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the EPA. The purchase price to be paid by CROWN BRIDGE will be 80% of the Market Price of our common stock, defined as the lowest price traded during the 10 trading days following the Clearing Date. We will be entitled to put to CROWN BRIDGE on each put date such number of shares of common stock as equals the lesser of $100,000 or 200% of the average of the dollar volume on the principal trading exchange for our common stock for the 10 trading days preceding the put date; provided that the number of shares to be purchased by CROWN BRIDGE shall not exceed the number of such shares that, when added to the number of shares of our common stock then beneficially owned by CROWN BRIDGE, would exceed 4.99% of the number of shares of our common stock outstanding. The EPA provides for payment to us of the price for the shares delivered to CROWN BRIDGE within one business day of electronic delivery of the shares. There are put restrictions applied on days between the drawdown notice date and the closing date with respect to that particular put. During such time, we are not entitled to deliver another drawdown notice. There are circumstances under which we will not be entitled to put shares to CROWN BRIDGE including the following:

¨ we will not be entitled to put shares to CROWN BRIDGE unless there is an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), to cover the resale of the shares by CROWN BRIDGE;

¨ we will not be entitled to put shares to CROWN BRIDGE unless our common stock continues to be quoted on OTC Markets and has not been suspended from trading;

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¨ we will not be entitled to put shares to CROWN BRIDGE if an injunction shall have been issued and remain in force against us, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the shares to CROWN BRIDGE;

¨ we will not be entitled to put shares to CROWN BRIDGE if we have not complied with our obligations and are otherwise in breach of or in default under, the EPA, our Registration Rights Agreement with CROWN BRIDGE (the "Registration Rights Agreement") or any other agreement executed in connection therewith with CROWN BRIDGE; and,

¨ we will not be entitled to put shares to CROWN BRIDGE to the extent that such shares would cause CROWN BRIDGE 's beneficial ownership to exceed 4.99% of our outstanding shares.

The EPA further provides that CROWN BRIDGE is entitled to customary indemnification from us for any losses or liabilities it suffers as a result of any material misrepresentation, breach of warranty or non-fulfillment of or a failure to perform any material covenant or agreement contained in the EPA. The EPA also contains representations and warranties of each of the parties. The assertions embodied in those representations and warranties were made for purposes of the EPA and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the EPA. In addition, certain representations and warranties were made as of a specific date, may be subject to a contractual standard of materiality different from what a stockholder or investor might view as material, or may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts.

Dilutive Effects

Under the EPA, the purchase price of the shares to be sold to CROWN BRIDGE will be at a price equal to 80% of the Market Price of our common stock, defined as the lowest traded price during the 10 trading days following the Clearing Date. The table below illustrates an issuance of shares of common stock to CROWN BRIDGE under the EPA for a hypothetical draw down amount of $100,000 at an assumed Market Price of $0.93:

Draw Down Amount				Price to be paid by CROWN BRIDGE				Number of Shares to be Issued
$	100,000			$	0.74				107,527

By comparison, if the Market Price of our common stock was $0.10, the number of shares that we would be required to issue in order to have the same draw down amount of $100,000 would be greater, as shown by the following table:

Draw Down Amount				Price to be paid by CROWN BRIDGE				Number of Shares to be Issued
$	100,000			$	0.08				1,000,000

Accordingly, there would be dilution of an additional 892,473 shares issued due to the lower stock price of $0.10 per share. In effect, if we are interested in receiving a fixed funding amount, a lower price per share of our common stock means a higher number of shares to be issued to CROWN BRIDGE in order to receive that fixed funding amount, which equates to greater dilution of existing stockholders. The effect of this dilution may, in turn, cause the price of our common stock to decrease further, both because of the downward pressure on the stock price that would be caused by a large number of sales of our shares into the public market by CROWN BRIDGE, and because our existing stockholders may disagree with a decision to sell shares to CROWN BRIDGE at a time when our stock price is low, and may in response decide to sell additional numbers of shares, further decreasing our stock price.

The actual number of shares that will be issued to CROWN BRIDGE under the EPA will depend upon the market price of our common stock at the time of our puts to CROWN BRIDGE.

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Likelihood of Accessing the Full Amount of the EPA

Notwithstanding that the EPA is in an amount of $3,000,000, the likelihood that we would access the full $3,000,000 is uncertain. This is due to several factors including the fact that the EPA's share volume limitations will limit our use of the EPA and the market price may increase and thus fewer shares will need to be issued.

We determined to register for CROWN BRIDGE in this registration statement a total of 7,500,000 shares in order to allow the greatest possible flexibility under the EPA. The amount of shares that might be utilized under the EPA cannot be determined at this time as it will fluctuate with the market price of our stock and our financial requirements.

SELLING STOCKHOLDER

This prospectus relates to the resale from time to time by the selling shareholders identified herein of up to an aggregate of 9,250,000 shares of common stock consisting of:

7,500,000 shares of our common stock underlying an Equity Line extended by CROWN BRIDGE PARTNERS, LLC (“CROWN BRIDGE”) for up to $3,000,000, together with 1,750,000 shares constituting the maximum commitment fee payable to Crown Bridge under the Equity Line. 175,000 of the commitment shares were initially issued at the Equity Line closing. CROWN BRIDGE has agreed to purchase these shares if put to it by us pursuant to the terms of the Equity Purchase Agreement (the “EPA”) we entered into with CROWN BRIDGE on November 13, 2018. Subject to the terms and conditions of the EPA, we have the right to "put," or sell, up to $3,000,000 worth of shares of our common stock to CROWN BRIDGE. This arrangement is sometimes referred to as an "EPA." We will not receive any proceeds from the resale of these shares of common stock offered by CROWN BRIDGE. We will, however, receive proceeds from the sale of shares directly to CROWN BRIDGE pursuant to the EPA. When we put an amount of shares to CROWN BRIDGE, the per share purchase price that CROWN BRIDGE will pay to us in respect of such put will be determined in accordance with a formula set forth in the Equity Purchase Agreement. There will be no underwriter's discounts or commissions so we will receive all of the proceeds of our sale to CROWN BRIDGE. The purchase price to be paid by CROWN BRIDGE will be equal to 80% multiplied by the lowest traded price of our common stock for the 10 trading days following the Clearing Date (the “Market Price”). We will be entitled to put to CROWN BRIDGE on each put the lesser of $100,000 or 200% of the average of the dollar volume on the principal trading exchange for our common stock for the 10 trading days preceding the put date; provided that the number of shares to be purchased by CROWN BRIDGE shall not exceed the number of such shares that, when added to the number of shares of our common stock then beneficially owned by CROWN BRIDGE, would exceed 4.99% of the number of shares of our common stock outstanding. CROWN BRIDGE may sell any shares offered under this prospectus at prevailing market prices or privately negotiated prices. CROWN BRIDGE is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in connection with the resale of our common stock under the EPA

The transactions by which the selling stockholder acquired their securities from us were exempt under the registration provisions of the Securities Act.

The shares of common stock referred to above are being registered to permit public sales of the shares of Common Stock, and the selling stockholder may offer the shares for resale from time to time pursuant to this prospectus. The selling stockholder may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the Securities Act or pursuant to another effective registration statement covering those shares. We may from time to time include additional selling stockholder in supplements or amendments to this prospectus.

The table below sets forth certain information regarding the selling stockholder and the shares of our common stock offered in this prospectus. The selling stockholder has had no material relationship with us within the past three years other than as described in the footnotes to the table below or as a result of its acquisition of our shares or other securities.

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Beneficial ownership is determined in accordance with the rules of the SEC. The selling stockholder’s percentage of ownership of our outstanding shares in the table below is based upon 38,734,100 shares of Common stock outstanding as of November 13, 2018.

_______ 

We have assumed all shares of common stock reflected on the table will be sold from time to time in the offering covered by this prospectus. Because the selling stockholder may offer all or any portions of the shares of common stock listed in the table below, no estimate can be given as to the amount of those shares of common stock covered by this prospectus that will be held by the selling stockholder upon the termination of the offering.

DESCRIPTION OF BUSINESS

BARREL ENERGY INC. is a Nevada corporation, incorporated January 17, 2014, which has engaged historically in the oil and gas sector of the energy industry through its ownership of 2,560 acres of oil & gas leases known as the Bison Property in Alberta, Canada. The Company has realized no revenues from its limited oil and gas activities. Barrel Energy, Inc. is referred to as the “Company” or “Barrel.”

On May 14, 2019, Barrel entered into a Lease with Crocker Acana, LLC of 602 acres of land in Tehama County, California. The Company’s intent is to farm the land to grow hemp. This will require a permit from the Tehama County government, which permit has been applied for but not yet obtained. The Lease is for a term of ten calendar years. The rent is $1,000 per acre, totaling $602,000 per year, payable monthly. However, in the first lease year payment is due $200,000 on September 30^th 2019. A second payment of $200,000 is due by January 30, 2020. The final payment of $202,000 is due on or before March 31, 2020.

The Land is located in an agricultural area approximately 5 miles west of the town of Cornell, California. The property is owned by Crocker Acana, LLC.

Barrel intends to grow industrial hemp and produce and distribute hemp-based, CBD wellness products. Through a vertically integrated business model, the Company intends to improve customers’ lives and meet their demands for stringent product quality, efficacy and consistency.

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The Company does not intend to produce or sell medicinal or recreational marijuana or products derived therefrom.

The Company’s primary products will be made from whole-plant hemp extracts containing a broad spectrum of phytocannabinoids, including CBD, terpenes, flavonoids and other minor but valuable hemp compounds. The Company believes the presence of these various compounds will work synergistically to heighten the effects of the products, making them superior to single-compound CBD isolates. Hemp extracts are produced from Industrial Hemp, which is defined as Cannabis with less than 0.3% THC. THC causes psychoactive effects when consumed and is typically associated with marijuana (i.e. Cannabis with high-THC content). The Company does not intend to produce or sell medicinal or recreational marijuana or products derived from high-THC Cannabis/marijuana plants. Industrial Hemp products have no psychoactive effects. The Company’s intended product categories may include tinctures (liquid product), capsules and topical products. Planned product categories may include powdered supplements, single-use, beverage, sport, professional (dedicated health care practitioner products) and new delivery methods. The Company’s products are intended to be distributed through an e-commerce website, select wholesalers and a variety of brick and mortar retailers. The Company intends to grow its hemp on the Tehama County, California property. 

The Company has not earned any revenues to date and we do not anticipate earning revenues until we have planted and harvested our first crop of hemp.

The Company’s entry into the hemp business is a material change in its business direction. Through a land lease agreement with Crocker Acana, LLC, Barrel Energy intends to cultivate Hemp for various uses and by-products. Given the substantial change in business strategy, the Company is setting forth below some basic information concerning hemp, its uses and its markets.

Barrel believes that this change of strategy will result in better access to capital and better serve shareholders. The lease agreement covers access, all relevant rights and usage of 4 parcels of land within Tehama County, California. The entire Leased Lands cover a total of 602.14 acres, located approximately 100 miles north of Sacramento, California. See Table x and Figure x & x.

Table 1. Leased Land Parcels in Tehama County, California.

LEGAL PROCEEDINGS

We are not involved inparty to any pendingmaterial legal proceeding nor are we aware of any pending or threatened litigation against us.proceedings.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERSHAREHOLDER MATTERS

No public market currently exists for sharesMarket Information

Our common stock is quoted on the OTC Markets under the symbol "BRLL". Trading commenced on OTCMarkets on July 6, 2017. The following table sets forth the high and low prices per share of our common stock. Following completionstock for each period indicated. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

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		Common Shares
Current Fiscal Year		High				Low
Quarter Ended December 31, 2018		$	3.00			$	0.12
Quarter Ended March 31, 2019		$	3.00			$	0.25

                                       

Year Ended September 30, 2018:		High				Low
Quarter Ended September 30, 2018		$	0.12			$	0.12
Quarter Ended June 30, 2018		$	0.25			$	0.25
Quarter Ended March 31, 2018		$	0.35			$	0.25
Quarter Ended December 31, 2017		$	0.35			$	0.098
Year Ended September 30, 2017:		High				Low
Quarter Ended September 30, 2017		$	0.30			$	0.098
Quarter Ended June 30, 2017		$	0.02			$	0.02
Quarter Ended March 31, 2017		$	NA			$	NA
Quarter Ended December 31, 2016		$	NA			$	NA

 

Number of this offering, we intend to apply to haveStockholders

As of March 31, 2018, there were 65 stockholders of record of our common stock listed for quotation on the Over-the-Counter Bulletin Board.stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant.

Equity Compensation Plan Information

We do not have any equity compensation plan.

Transfer Agent

Our transfer agent is VStock Transfer LLC, 18 Lafayette Place, Woodmere, NY 11598..

PENNY STOCK RULES

The U.S. 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.

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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·	Contains a description of the nature and level of risk in the market for penny stock in both publicPublic offerings and secondary trading;
·	contains·	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·	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;
·	·	Contains a toll-free telephone number for inquiries on disciplinary actions;
·	defines·	Defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
·	contains·	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; regulation.

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

·	the·	The bid and offer quotations for the penny stock;
·	theThe compensation of the broker-dealer and its salesperson in the transaction;
·	theThe 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
·	monthlyMonthly 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 acknowledgmentacknowledgement 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 MMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our officersYou should read the following discussion and directors, who will offeranalysis of financial condition and sell the Shares, are aware that they are required to complyresults of operations in conjunction with the provisions of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the officersfinancial statements and directors, sales agents, any broker-dealer or other person who participaterelated notes appearing elsewhere in this prospectus.

Overview

Barrel Energy, Inc. has historically engaged in the distribution of sharesoil and gas business. It recently entered into a lease agreement for 602 acres in this offering from bidding for or purchasing, or attemptingTehama County, California on which the Company intends to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.grow hemp.

REPORTSThree and six months ended March 31, 2019 and 2018

Liquidity and Capital Resources

At March 31, 2019, we had an accumulated deficit of $923,866. We recorded a net loss of $61,719 and $569,356 for the three and six months periods ended March 31, 2019 and net loss of $162,598 and $187,310 for the same periods in 2018, respectively. Based on these numbers there is substantial doubt that we can continue as a going concern unless we obtain external funding. Management plans to continue limited operations until we obtain additional funding to expand our operations.

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Working capital was negative $266,312 as of March 31, 2019, compared to negative working capital of $76,428 as of September 30, 2018.

Cash used in operations totaled $366,575 during the six months ended March 31, 2019, compared to cash used in operations of $155,774 during the same period in 2018.

Funds provided by financing activities was $366,553 from notes of $100,000, common stock sold for cash of $246,143 and proceeds from Convertible note of $30,000 offset by repayment to a related a party of $9,590 for the period ended March 31, 2019, compared to cash used in financing activities of $74,918 from repayment to related party during the same period in 2018.

The effect of foreign currency translation on cash flows was a positive $371 for the six months ended March 31, 2019, compared to a negative $10,240) in the same period in 2018.

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

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

Results of Operations

The Company recorded no revenue during the three and will furnish annual financial reportssix months periods ended March 31, 2019 and 2018.

General and administrative expenses for the three and six months periods ended March 31, 2019 totaled $237,295 and $426,864 compared to our stockholders, certified by our independent accountants,$161,311 and will furnish un-audited quarterly financial reports$184,706 for the same periods in 2018. The increase loss from operations for the three and six months in 2019 compared to 2018 was due to the consulting costs paid and accrued of $274,723 in 2019.

The Company incurred a net loss of $61,719 and $569,356 in the three and six months periods ended March 31, 2019, compared to net loss of $162,598 and $187,310 for the same periods in 2018. The higher net loss was due to higher general and administrative cost along and financing costs of $153,704 in the six months periods ended March 31, 2019 compared to the same periods in 2018.

Years Ended September 30, 2018 and 2017

Results of Operations

The following results of operations, cash flows and changes in our quarterly reports filed electronically with the SEC. All reportsfinancial position are for years ended September 30, 2018 and information filed by us can be found at the SEC website, www.sec.gov.2017.

STOCK TRANSFER AGENTThe Company had no revenue for the years ended September 30, 2018 and 2017. Expenses during the years ended September 30, 2018 were $170,886 and $88,331 for 2017. The increase in expenses in 2018 was due to payment to officer and director and consulting fees totaling $129,722.

Other expense during the year ended September 30, 2018 was $5,147consisting of interest expense and currency loss compared to other income of $17,226 consisting of interest expense of $7,399 and a gain on debt forgiveness of $24,625 in 2017.The Company incurred a net loss of $176,033 in the period ending September 30, 2018 compare to a net loss of $71,105 for the same period in 2017.

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Liquidity and Capital Resources

As of September 30, 2018, the Company had current assets of $36,791 in cash and prepaid expense. The company has $113,219 in current liabilities for negative working capital of $76,428. As of September 30, 2018, the Company had an accumulative deficit of $354,510.

Cash used in operating activities was $212,818 for the year ended September 30, 2018 and cash provided of $8,730 for 2017. The increase in the loss in 2018 from $71,105 in 2017 to $198,963 in 2018 was the major factor in the increased use of cash.

Cash used in financing activities as of September 30, 2018 was $32,448 which was the repayment of advances from related parties compared to cash provided of $250,000 in 2017 from the proceeds from the sale of common stock.

We do not have a stock transfer agent at this time. We intend to appoint a stock transfer agent following the completioncurrently engage in any business activities that provide cash flow. The costs 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 statementsinvestigating and analyzing business combinations for the period from inception, January 27, 2014,next 12 months and beyond such time will be paid with amounts to September 30, 2014 can be found on page F-1.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONloaned to or invested in us by our stockholders or other investors.

We have generated no revenue since inception and have incurred $22,141believe we will be able to meet these costs through amounts, as necessary, to be loaned to or invested in expenses through September 30, 2014.us by our stockholder plus the placement of common stock for cash.

Critical Accounting Policies

The following table provides selectedpreparation of the financial data about our company forstatements of the period fromCompany have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The financial statements have been prepared assuming that the Company will continue as a going concern. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at 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

statements. The following financial information summarizes the more complete historical financial informationCompany considers all highly liquid holdings with maturities of three months or less at the endtime of this prospectus.

The assets of the Company consist of $1,770 inpurchase to be cash and oil lease of $53,772.equivalents. The Company does not have any revenue from inceptionreceivables. The Company maintains its cash in back deposit accounts which, at times may exceed federally insured limits. The Company evaluates long –lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. The Company's financial instruments include cash, notes payable and derivative liabilities. Derivative liabilities are recorded at fair value. The principal balance of notes payable are at fair value because current interest rates and terms offered 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.the Company for similar debt are the same. The Company has no derivative liabilities.

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 PeriodOff Balance Sheet Arrangements

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

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

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:

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

- Assessment of geology of all oil & leases.Company has no off-balance sheet arrangements.

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.a) On January 16, 2019, Barrel Energy Inc. (the “Company”) received the resignation of Malone Bailey, LLP (“Malone Bailey”), as the Company’s independent registered public accounting firm.

Malone Bailey reports on the financial statements of the Company for the year ended September 30, 2017 did not contain an adverse opinion or disclaimer, and were not qualified or modified as to uncertainty, audit scope or accounting principles other than uncertainty as to the Company’s ability to continue as a going concern.

During the Company’s most recent fiscal year and any subsequent interim period preceding the resignation of Malone Bailey, there were no disagreements with Malone Bailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Malone Bailey, would have caused it to make reference to the subject matter of the disagreement in connection with its report.

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During the Company’s most recent fiscal year and any subsequent interim period preceding the resignation of Malone Bailey, there have been no reportable events of the type required to be disclosed by Item 304(a)(1)(v) of Regulation S-K by Malone Bailey.

(b) On January 17, 2019, the Company appointed Fruci & Associates II, PLLC (“Fruci & Associates”), as its independent registered public accounting firm.

During the two most recent fiscal years and the interim period preceding our engagement of Fruci & Associates, we did not consult with them on any matter described in Item 304(a)(2) of Regulation S-K.

Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

DIRECTORS AND EXECUTIVE OFFICERS PROMOTERS AND CONTROL PERSONS

The following table sets forth information regarding our executive officers and directors:

Directors of the corporation are elected by the stockholders tohold office for a termperiod of one year from their election at the annual meeting of stockholders and serve until a successortheir successors is duly elected and qualified. Officers ofare elected by, and serve at the corporation are appointed bydiscretion of, the Board of Directors toDirectors.

Set forth below is a termbrief description of one yearthe background and serves until a successor is duly appointedbusiness experience of each of our executive officers and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees.directors.

Harpreet Sangha, Chairman and Director

Mr. Sangha has been a founder, CEO and board member of several public companies and brings 32 years of entrepreneurial, operational and capital market experience to the Company. Currently, Mr. Wolf were each selectedSangha serves as our Directors based on their businessChairman of the Board of Black Cactus Global, Inc. (OTC: BLGI) and financial experiencealso as its CFO. Mr. Sangha has been an officer and director of Black Cactus since 2014. In 1986, he started his career as Investment Advisor and gained his affinity for raising capital for numerous startups and early stage public companies. Mr. Sangha departed this position in March 2006 to apply his unique ability of bringing capital to early stage projects and founded Douglas Lake Minerals. In the role of CEO, his leadership in Douglas Lake overcame rigorous operational challenges in the natural resourcesAfrican environment and brought the value of the company to $240 million. He has also served as CEO, Secretary, and director of Sharprock Resources Inc. (OTCBB: SHRK) where he raised capital to explore a preproduction gold project in the Chukotka Region of Russia. He joined Rango Energy, Inc. in 2012 as Chairman of the Board and Chief Executive Officer. Mr. Sangha has established many valuable contacts and relationships with institutional clients worldwide. 

Craig Alford, CEO, President and Director

Mr. Alford has joined the Company as its President. Mr. Alford has been involved for over 28 years in mineral and oil /and gas sectors.exploration. Mr. Alford has worked throughout North and South America, several Central Asian Republics, Russia, Australia and Africa. This experience has included independent consulting assignments, and positions within the management of major and junior company exploration companies. Mr. Alford has worked as a consultant for Conoco Philips (COP:NYSE) and Canadian Natural Resources Ltd (CNQ:TSX) within Canada. Mr. Alford holds both a Bachelor of Science (Honors) and a Master of Science in Geology and is a professional geologist registered with the Association of Professional Geoscientists of Ontario (APGO).

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

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 DIRECTORLowell Holden, CFO and Director

For the past 36 years Mr. Holden has owned and operated his own consulting firm, LS Enterprises, Inc., which provides business consulting, accounting and other services to businesses. Mr. Holden has a broad range of business experience including managing, securing financing, structuring of transactions, and is practised and knowledgeable in managing relationships with customers, financing institutions and stockholders. Presently Mr. Holden serves as a director and Chief Financial Officer of Nascent Biotech, Inc., as Chief Financial Officer of Skkynet Cloud Systems, Inc (SKKY), as Chief Financial Officer and director of EMR Technology, and as Chief Executive Officer and Director of PTS, Inc (PTSH). Mr. Holden also has a background in assisting companies in fulfilling their financial auditing and SEC reporting requirements. Mr. Lowell Holden has a Bachelor of Science degree from Iowa State University.

Gurminder Sangha, 36, President andCEO:Sonny Manra Singh Janda, Independent Director

From  June 2006 to June 2007 Mr. Sangha was a Marketing Consultant for Brahm Capital Corp.  He was a Corporate Communications Manager for Global Catalyst Group from June 2007 to November 2009. Mr. Sangha has served as a board member on the  TSXVenture listed companies referred to in the following table in the oil & gas and mining and exploration industries . 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 the following  positions with Scotiabank.   From January 2002 to March 2004, Mr. Sangha was a Personal Banking Officer at Scotiabank and, from March 2004 to June 2006, he was a Senior Relations Representative.  Mr. SanghaJanda holds a Bachelor of Commerce degree.

Gurminder Sangha:

Jurgen Wolf , 79, CFO:

Arts degree, with a major in Economics from Simon Fraser University, B.C. and has a background in real estate, mining and finance. Mr. WolfJanda started his career in 2007 with exposure to capital markets as a junior analyst on various public and private companies. The sectors include mining, exploration and real estate development, acquisition, planning and agriculture-tech sectors. He has been involved with construction of over half a million square feet and implementation of almost 1,000 acres of walnuts and vineyard predominantly within Northern California and British Columbia. Mr. Janda’s current projects include high-rise residential, large format retail/commercial centers, low-rise apartment complexes, as well as large precious metal exploration projects in the oilAfrica and gas industry for more than 15 years, assisting public companies with investor relationsrelated project financing .

Family Relationships

There are no family relationships between any of our directors or executive officers and administration. Mr. Wolf was educated in Germanyany other directors or executive officers. Harpreet Sangha, our Chairman, CEO and immigratedDirector is not related to Canada in 1953. From 1958 to 1982 he operatedGurminder Sangha, our former CEO and owned precast concrete factories in Calgary and Vancouver as General Manager and Secretary / Treasurer of P. Kruger Concrete Products.   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. He served as Secretary of Mont Blanc Resources from September 2003 to March 2005.  Mr. Wolf was CFO of Emerick Resources Corp from April 2007 to February 2010.  From October 2012 to present he has been President of Curlew Lake Resources Inc.   Mr. Wolf is a director of several public companiesDirector.

Legal Proceedings

Except as set forth inbelow, to our knowledge, during the following table.

Jurgen Wolf:

In February, 2014 the Company issued a totallast ten years, none 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.have:

Board Committees

We intend to ensurehave not established any board committees and does not have an audit committee financial expert due to the bestsmall size and early stage 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.the Company.

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Table of Contents

Board Leadership Structure and Role in Risk Oversight

Mr. Sangha serves as chairman and chief executive officer. Due to the small size and early stage of the Company, we believe it is currently most effective to have the chairman and chief executive officer positions combined.

Our board of directors is primarily responsible for overseeing our risk management processes. The board of directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding the Company's assessment of risks. The board of directors focuses on the most significant risks facing the Company and the Company's general risk management strategy, and also ensures that risks undertaken by the Company are consistent with the board's appetite for risk. While the board of directors oversees the Company's risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing the Company and that our board leadership structure supports this approach.

Code of Ethics

The Company has adopted a Code of Ethics that applies to the Company's principal executive officer, principal financial officer and principal accounting officer.

EXECUTIVE COMPENSATION

Annual Compensation

The following table sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended September 30, 2018 to:

	·	All individuals who served as our chief executive officers or acted in a similar capacity at any time during the fiscal year ended September 30, 2018; and
	·	All individuals who served as executive officers of ours at any time during the fiscal year ended September 30, 2018 and received annual compensation during the fiscal year ended September 30, 2018 in excess of $100,000.

Currently, our officers and directors are serving without set annual compensation. TheyHowever for the year ended September 30, 2018 Mr. Gurminder Sangha was paid $100,000 in compensation. The officers and directors 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