UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period ended:June
                30, 2005[  ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period ________to__________Commission
                File Number:333-115179





Barola
      Oil & Gas Co. Inc.


(Exact
      name of small business issuer as specified in its charter)





Nevada
            91-2146131(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)








852
                West Hastings Street, Vancouver, British Columbia, Canada, V6C
                1C8(Address
                of principal executive offices)





(310)
                795-7384(Issuer’s
                telephone number)_______________________________________________________________(Former
                name, former address and former fiscal year, if changed since last
                report)







Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
      (or
      for such shorter period that the issuer was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days [X] Yes
      [
      ] No





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 7,925,000 common shares as of June 30,
      2005





Transitional
      Small Business Disclosure Format (check one): Yes [   ] No
      [X]





***Table
          of Contents***








**TABLE
                OF CONTENTS**
            PagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Financial
                Statements
            3Item
                2:
            Plan
                of Operation
            4Item
                3:
            Controls
                and Procedures
            8PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            9Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            9Item
                3:
            Defaults
                Upon Senior Securities
            9Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            9Item
                5:
            Other
                Information
            9Item
                6:
            Exhibits
            10









2
 ***Table
          of Contents***


**PART
      I - FINANCIAL INFORMATION**





**Item
      1.**  **Financial
      Statements**





Our
      unaudited financial statements included in this Form 10-QSB are as
      follows:





(a)
            Balance
                Sheet as of June 30, 2005.


(b)
            Statements
                of Operations for the three and nine month periods ended June 30,
                2005 and
                2004;


(c)
              Statements
                  of Cash Flow for the three and nine month periods ended June 30,
                  2005 and
                  2004;
 (d)
              Statement
                of Stockholders' Deficiency period from inception, May 29, 2001,
                to June
                30, 2005


(e)
            Notes
                to Consolidated Financial
                Statements.





These
      unaudited financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the SEC instructions to Form 10-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended June 30, 2005
      are
      not necessarily indicative of the results that can be expected for the full
      year.


3
 ***Table
          of Contents***




**BAROLA
        OIL & GAS CO. INC.**
 **(An
        Exploration Stage Company)**
 
 **BALANCE
        SHEETS**
 **(Unaudited)**
 **(Stated
        in U.S. Dollars)**
 **JUNE
                    30**
                SEPTEMBER
                    30**2005**
                2004**ASSETS****Current**Cash
                **$**
                **712**
                $
                251**LIABILITIES****Current**Accounts
                    payable
                **$**
                **13,351**
                $
                6,841Loans
                    payable to directors
                
                **15,500**
                
                8,000**28,851**
                
                14,841**Contingency**(Note
                    2)**SHAREHOLDER’S
                    DEFICIENCY****Share
                    Capital**Authorized:100,000,000
                    common shares, par value with $0.001 per shareIssued:7,925,000
                    common shares at June 30, 2005 and September 30, 2004
                
                **7,925**
                
                7,925Additional
                    paid-in capital
                
                **21,700**
                
                21,700**Deficit
                    Accumulated During The Exploration Stage**
                
                **(57,764)**
                
                (44,215)**(28,139)**
                
                (14,590)**$**
                **712**
                $
                251
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              of Contents***
  **BAROLA
            OIL & GAS CO. INC.**
 **(An
            Exploration Stage Company)**
 
 **STATEMENTS
            OF OPERATIONS**
 **(Unaudited)**
 **(Stated
            in U.S. Dollars)**
 
 
 PERIOD
                      FROMINCEPTIONMAY
                      29**THREE
                      MONTHS ENDED**
                  **NINE
                      MONTHS ENDED**
                  2001
                      TO**JUNE
                      30**
                  **JUNE
                      30**
                  JUNE
                      30**2005**
                  2004
                  **2005**
                  2004
                  2005**Expenses**Mineral
                      property acquisition cost (Note 3)
                  **$**
                  **-**
                  $
                  -
                  **$**
                  **-**
                  $
                  -
                  $
                  6,500Option
                      on oil and gas prospect (Note 4)
                  
                  **-**
                  
                  -
                  
                  **-**
                  
                  -
                  
                  25,000Administration
                      fees
                  
                  **-**
                  
                  -
                  
                  **-**
                  
                  -
                  
                  1,800Directors’
                      fees
                  
                  **-**
                  
                  -
                  
                  **-**
                  
                  -
                  
                  2,500Office
                      and sundry
                  
                  **65**
                  
                  18
                  
                  **131**
                  
                  857
                  
                  1,946Professional
                      fees
                  
                  **7,660**
                  
                  5,000
                  
                  **13,418**
                  
                  5,000
                  
                  20,018**Net
                      Loss For The Period**
                  
                  **(7,725)**
                  
                  (5,018)
                  
                  **(13,549)**
                  
                  (5,857)
                  $
                  (57,764)**Basic
                      And Diluted Loss Per Share**
                  **$**
                  **(0.01)**
                  $
                  (0.01)
                  **$**
                  **(0.01)**
                  $
                  (0.01)**Weighted
                      Average Number Of Shares Outstanding**
                  
                  **7,925,000**
                  
                  7,925,000
                  
                  **7,925,000**
                  
                  7,925,000
 
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                of Contents***
 **BAROLA
              OIL & GAS CO. INC.**
 **(An
              Exploration Stage Company)**
 
 **STATEMENTS
              OF CASH FLOWS**
 **(Unaudited)**
 **(Stated
              in U.S. Dollars)**
 
 PERIOD
                        FROMINCEPTIONMAY
                        29**NINE
                        MONTHS ENDED**
                    2001
                        TO**JUNE
                        30**
                    JUNE
                        30**2005**
                    2004
                    2005**Cash
                        Flows Used By Operating Activities**Net
                        loss for the period
                    **$**
                    **(13,549)**
                    $
                    (5,857)
                    $
                    (57,764)Adjustment
                        for non-cash item:Shares
                        issued for directors’ fees
                    
                    **-**
                    
                    -
                    
                    2,500Change
                        in non-cash working capital item:Accounts
                        payable
                    
                    **6,510**
                    
                    5,303
                    
                    13,351**(7,039)**
                    
                    (554)
                    
                    (41,913)**Cash
                        Flows From Financing Activities**Issue
                        of share capital
                    
                    **-**
                    
                    -
                    
                    27,125Loans
                        payable to directors
                    
                    **7,500**
                    
                    -
                    
                    15,500**7,500**
                    
                    -
                    
                    42,625**Increase
                        (Decrease) In Cash**
                    
                    **461**
                    
                    (554)
                    
                    712**Cash,
                        Beginning Of Period**
                    
                    **251**
                    
                    678
                    
                    -**Cash,
                        End Of Period**
                    **$**
                    **712**
                    $
                    124
                    $
                    712
 
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                  of Contents***
 
 **BAROLA
              OIL & GAS CO. INC.**
 **(An
              Exploration Stage Company)**
 
 **STATEMENT
              OF STOCKHOLDERS’ DEFICIENCY**
 
 **PERIOD
              FROM INCEPTION, MAY 29, 2001, TO JUNE 30, 2005**
 **(Unaudited)**
 **(Stated
              in U.S. Dollars)**
 
 
 **DEFICIT****COMMON
                        STOCK**
                    **ACCUMULATED****NUMBER
                        OF**
                    
                    **ADDITIONAL**
                    **DURING
                        THE****COMMON**
                    **par**
                    **PAID
                        IN**
                    **EXPLORATION****SHARES**
                    **VALUE**
                    **CAPITAL**
                    **STAGE**
                    **TOTAL**Balance
                        September 30, 2001
                    -
                    $
                    -
                    $
                    -
                    $
                    -
                    $
                    -Net
                        loss for the year
                    -
                    
                    -
                    
                    -
                    
                    (8,157)
                    
                    (8,157)Balance,
                        September 30, 2002
                    -
                    
                    -
                    
                    -
                    
                    (8,157)
                    
                    (8,157)Shares
                        issued for cash at $0.001
                    2,500,000
                    
                    2,500
                    
                    -
                    
                    -
                    
                    2,500Shares
                        issued for cash at $0.005
                    4,925,000
                    
                    4,925
                    
                    19,700
                    
                    -
                    
                    24,625Shares
                        issued for directors’ fees at $0.005
                    500,000
                    
                    500
                    
                    2,000
                    
                    -
                    
                    2,500Net
                        loss for the year
                    -
                    
                    -
                    
                    -
                    
                    (30,125)
                    
                    (30,125)Balance,
                        September 30, 2003
                    7,925,000
                    
                    7,925
                    
                    21,700
                    
                    (38,282)
                    
                    (8,657)Net
                        loss for the year
                    -
                    
                    -
                    
                    -
                    
                    (5,933)
                    
                    (5,933)Balance,
                        September 30, 2004
                    7,925,000
                    
                    7,925
                    
                    21,700
                    
                    (44,215)
                    
                    (14,590)Net
                        loss for the period
                    -
                    
                    -
                    
                    -
                    
                    (13,549)
                    
                    (13,549)Balance,
                        June 30, 2005
                    7,925,000
                    $
                    7,925
                    $
                    21,700
                    $
                    (57,764)
                    $
                    (28,139)
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                  of Contents***
 
 **BAROLA
              OIL & GAS CO. INC.**
 **(An
                Exploration Stage Company)**
 
 **NOTES
                TO FINANCIAL STATEMENTS**
 
 **JUNE
                30, 2005**
 **(Unaudited)**
 **(Stated
                in U.S. Dollars)**
 
 
 **1.**
                      **BASIS
                          OF PRESENTATION**
 
 The
                unaudited financial statements as of June 30, 2005 included herein
                have been
                prepared without audit pursuant to the rules and regulations of the
                Securities
                and Exchange Commission. Certain information and footnote disclosures
                normally
                included in financial statements prepared in accordance with United
                States of
                America generally accepted accounting principles have been condensed
                or omitted
                pursuant to such rules and regulations. In the opinion of management,
                all
                adjustments (consisting of normal recurring accruals) considered
                necessary for a
                fair presentation have been included. It is suggested that these
                financial
                statements be read in conjunction with the September 30, 2004 audited
                financial
                statements and notes thereto.
 
 
 **2.**
                      **GOING
                          CONCERN**
 
 The
                accompanying financial statements have been prepared assuming the
                Company will
                continue as a going concern.
 
 As
                shown
                in the accompanying financial statements, the Company has incurred
                a net loss of
                $57,764 for the period from inception, May 29, 2001 to June 30, 2005,
                and has no
                sales. The future of the Company is dependent upon its ability to
                obtain
                financing and upon future profitable operations from the development
                of its
                mineral claims. Management has plans to seek additional capital through
                a
                private placement and public offering of its common stock. The financial
                statements do not include any adjustments relating to the recoverability
                and
                classification of recorded assets, or the amounts of and classification
                of
                liabilities that might be necessary in the event the Company cannot
                continue in
                existence.
 
 
 **3.**
                      **MINERAL
                          PROPERTY INTEREST**
 
 The
                Company holds 100% interest in four unpatented mining claims located
                in Ontario,
                Canada.
 
 
 **4.**
                      **OPTION
                          ON OIL AND GAS PROSPECT**
 
 The
                Company has made a non-refundable payment of $25,000 to secure an
                option, until
                April 1, 2007, to acquire not less than 5% and not more than
                50% of the
                optionor’s 5.3% working interest in an oil and gas prospect area located in
                Madera County, California. In the event the Company exercises the
                option, the
                purchase price is $34,000 per percentage point acquired, that is,
                a purchase
                price ranging from $170,000 to $1,700,000.
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 ***Table
                    of Contents***
 
 **BAROLA
                OIL & GAS CO. INC.**
 **(An
                Exploration Stage Company)**
 
 **NOTES
                TO FINANCIAL STATEMENTS**
 
 **JUNE
                30, 2005**
 **(Unaudited)**
 **(Stated
                in U.S. Dollars)**
 
 
 
 **5.**
                      **LOANS
                          PAYABLE TO DIRECTORS**
 
 The
                loans
                payable are interest free, unsecured, repayable on demand and are
                owing to two
                directors.
 
 
 **6.**
                      **LOAN
                          FACILITY**
 
 On
                December 20, 2002, the Company entered into an unsecured loan facility
                agreement
                to a maximum of $100,000 with a director. Any amount drawn down under
                the loan
                facility bears interest at 8% per annum and is repayable 30 days
                after a demand
                for repayment is received from the lender. As at June 30, 2005, no
                funds have
                been advanced to the Company.


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          of Contents***





**Item2.     
      Plan of
      Operation**





**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of
      the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
      materially from those included in the forward-looking statements. The Company
      intends such forward-looking statements to be covered by the safe-harbor
      provisions for forward-looking statements contained in the Private Securities
      Litigation Reform Act of 1995, and is including this statement for purposes
      of
      complying with those safe-harbor provisions. Forward-looking statements, which
      are based on certain assumptions and describe future plans, strategies and
      expectations of the Company, are generally identifiable by use of the
      words “believe,”“expect,”“intend,”“anticipate,”“estimate,”“project,”“prospects,”
      or similar expressions. The Company’s ability to predict results or the actual
      effect of future plans or strategies is inherently uncertain. Factors which
      could have a material adverse affect on the operations and future prospects
      of
      the Company on a consolidated basis include, but are not limited to: changes
      in
      economic conditions, legislative/regulatory changes, availability of capital,
      interest rates, competition, and generally accepted accounting principles.
      These
      risks and uncertainties should be considered in evaluating forward-looking
      statements and undue reliance should not be placed on such statements. Further
      information concerning the Company and its business, including additional
      factors that could materially affect the Company’s financial results, is
      included herein and in the Company’s other filings with the SEC.





**Overview**





We
      were
      incorporated on May 29, 2001 under the laws of the State of Nevada. Our offices
      are located at 852 West Hastings Street, Vancouver, British Columbia, Canada,
      V6C 1C8.





On
      April
      1, 2003, we entered into an Option Agreement (“Agreement”) with Production
      Specialties Co. Inc. (“Production Specialties”), a California corporation, where
      we purchased the option to acquire between a five (5%) percent and fifty (50%)
      percent interest in the current ownership by Production Specialties Co. Inc.
      in
      a property lying in and around Madera County, California known as “Triangle T
      Ranch.” As a result of this agreement, we purchased the right to acquire an
      interest in a portion of this property. Within the Triangle T Ranch Project,
      there are currently four gas producing wells. This resource property is utilized
      for the business purpose of mining natural gas. Under the terms of the
      Agreement, we paid Production Specialties a deposit in the amount of $25,000
      which will be applied toward the total purchase price of an interest in the
      Triangle T Ranch in the event we exercise our option. The purchase price is
      dependent on what percentage in the current ownership we elect to purchase.
      The
      purchase price is set at $34,000 per percentage point purchased. Therefore,
      the
      purchase price will be $170,000 if we exercise our option and purchase the
      minimum of 5% and the purchase price will be $1,700,000 if we exercise our
      option and purchase the maximum of 50%. Our option on this property is currently
      unexercised. In the event that we do not exercise our option, we are not
      entitled to recover the $25,000 deposit paid.





The
      Agreement provides that if Production Specialties receives a bona fide offer
      from a third party to acquire a percentage interest in the Triangle T Ranch
      at a
      purchase price greater than $34,000 per percentage point purchased, they shall
      provide us with the opportunity to exercise our option on the same terms offered
      by the third party. If we fail to exercise our option within 30 days following
      the


4
 ***Table
          of Contents***


receipt
      of notice that a bona fide offer was received from a third party at a greater
      price, our Agreement will be null and void.





Subsequent
      to entering into the Agreement, Production Specialties transferred its ownership
      interest in the Triangle T Ranch. On or about March 1, 2004, Atlas Energy Corp.
      (“Atlas”), a Nevada Corporation, acquired from Production Specialties an
      undivided seventy five percent (75%) of its beneficial interest, rights and
      obligations in the Triangle T Ranch. Also on the same date, Production
      Specialties transferred the remaining twenty five percent (25%) of its interest,
      rights and obligations in the Triangle T Ranch to a third party. These parties
      acquired their respective interests in the Triangle T Ranch subject to our
      option and the terms of the Agreement.





Following
      Atlas’ acquisition of its 75% interest in the Triangle T Ranch, we entered into
      an agreement to extend the option period and termination date of the Agreement.
      We did not extend the option period and termination date of the Agreement with
      the party that acquired the 25% interest in the Triangle T Ranch and our option
      on this portion of the property expired. As a result, we maintain an option
      to
      acquire between a five (5%) percent and fifty (50%) percent interest only in
      Atlas’ interest in property lying in the Triangle T Ranch.





On
      March
      7, 2005, Tryx Ventures Corp. (“Tryx”), a Nevada corporation, acquired from Atlas
      all of its beneficial interest, rights and obligations in the Triangle T Ranch.
      Subsequent to the reporting period, we entered into an amending agreement to
      the
      option agreement (“Amendment”) with the Tryx to further extend the option period
      and termination date of the Agreement. In order to exercise our option, we
      now
      must provide notice to the Tryx of our election to exercise the option together
      with the actual interest percentage to be purchased no later than ten business
      days following our receipt of written notice that the wells are ready for
      drilling or ten business days following the termination date of this Agreement
      on April 1, 2007. Tryx acquired its interest in the Triangle T Ranch subject
      to
      our option and in the Amendment reaffirmed that it shall maintain its
      obligations under the terms of the Agreement unless otherwise agreed upon by
      the
      parties.





Triangle
      T Ranch





The
      Triangle T Ranch Project is a grouping of four producing natural gas wells
      in an
      oil and gas field consisting of approximately 14 square miles of lands leased
      and shot by a 2 dimensional seismic program in 2001, the entire field being
      known as the Merrill Avenue Gas Field. Within the Triangle T Ranch Project,
      there are currently four gas producing wells, namely Triangle T 1-28, 1-29,
      1-33
      and 2-33. In each of Triangle T 1-28 and 2-33, there are two zones: the zone
      which is currently producing natural gas and the proved non-producing behind
      pipe zone. The term behind pipe refers to additional pay or zones that contain
      additional reserves in them and will be opened at a later date. The additional
      reserves behind pipe are accessed once the currently producing zone is depleted
      of gas or when it becomes unfeasible to extract gas from the currently producing
      zone, whichever first occurs. This process is known in the industry as
      re-completion. In re-completion, the current producing zones are shut off and
      the behind pipe zones are opened. It is in these wells that we have an option
      to
      purchase a portion.





The
      net
      present value for the specified interests in the Triangle T Ranch as of
      September 1, 2004 was estimated to be $1,386,800 when undiscounted, $1,066,000
      when discounted at five percent, and $856,500 when discounted at ten percent.
      Slightly over 40% of these values are derived from the proved non-producing
      behind pipe reserves. The gross remaining recoverable natural gas reserves
      as of
      September 1, 2004 were estimated to be 8,462,293 MCF of which approximately
      3,467,205 MCF are behind pipe. The estimated net reserves of natural gas were
      344,056 MCF of which 149,037 MCF are behind pipe.


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The
      existing and future wells at the Triangle T Ranch are operated by Lario Oil
      and
      Gas (the “Operator”). As such, we would not be considered the operator of these
      wells if we exercised our option. The Operator markets each non-operator’s share
      of gas production from the wells for sale and deducts all royalty burdens and
      operating expenses prior to the distribution of revenues. We are not responsible
      for any expenses incurred by, or on behalf of the Operator, in respect of the
      existing wells, production, marketing, shooting additional 2 or 3 dimensional
      seismic nor will we be responsible for any of these item until such time as
      we
      exercise our Option to Purchase an interest. Following exercise of our option,
      we will be responsible for our proportionate share of such expenses and will
      receive our proportionate share of all income realized from this project.





Plan
      of Operation




The
      completion of our business plan is contingent upon us receiving additional
      financing. As of June 30, 2005, we had insufficient capital to exercise our
      option to acquire an interest in the Triangle T Ranch. We must raise additional
      capital to achieve our business goals and to continue operations. We plan to
      offer equity securities in an exempt offering to meet our financial requirements
      over the next twelve months following approval of our application to have our
      securities quoted for trading on the NASD over-the-counter-bulletin board.
      As a
      result of our inability to sell any securities in a primary offering, we
      deregistered shares that were to be offered in the primary offering. We believe
      that it will be easier to raise the requisite financing once our stock is traded
      on a readily accessible national quotation system. We believe this because
      investors in general put more value on investments in securities of a company
      for which they have a readily accessible market to sell their securities. We
      believe that the lack of an accessible market for our securities inhibited
      our
      ability to sell any shares in our primary offering. We submitted an application
      to have our securities quoted on the over-the-counter bulletin board in order
      to
      provide this benefit to potential investors, but we can provide no assurance
      that our stock will be quoted on the over-the-counter bulletin. In addition,
      a
      market for our common stock may never develop. In the event we are not able
      to
      obtain financing within the next 12 months, we may be forced to cease
      operations. As an interim accommodation, we intend to use our loan facility
      agreement with our Chief Executive Officer, Mr. Henry Starek, to fund the
      operations of the company.





In
      the
      event that we are successful raising additional financing, our management
      intends determine what, if any, percentage of the option we intend to exercise
      to acquire an interest in the Triangle T Ranch. This determination will be
      based
      in part on the amount of financing raised in a private equity offering. If
      management elects to exercise this option, we will be responsible for our
      proportionate share of such expenses and will receive our proportionate share
      of
      all revenue generated from this property.





Management
      also intends to devote time to identifying potential acquisitions and to
      negotiating favorable terms for such acquisition with a view towards generating
      revenues for the company. Properties that would interest us are those where
      we
      could participate as a non-operator without being responsible for any of the
      actual drilling, extraction, marketing, sales or shipping of the various
      resources. Our plan is to acquire various interests in properties that are
      being
      operated by other companies such that we can participate only in the costs
      of
      the production, as opposed to the actual production, in exchange for a share
      of
      revenues generated from such production. At the present time, we have not begun
      to research or identify other potential acquisitions, but expect to do so upon
      the receipt of financing.


6
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We
      estimate that, at our current level of expenses, we will require approximately
      $50,000 to maintain operations without revenues for the next twelve months.
      Included in this estimate is a forecast of $20,000 in expenditures in order
      to
      remain in compliance with the Securities Exchange Act of 1934.





We
      are
      unable to estimate how much additional financing we would require in the event
      we elect to exercise our option on the Triangle T Ranch because the amount
      of
      further financing required will be based upon the percentage of the option
      we
      elect to exercise and the amount of proceeds raised in a private equity
      offering. We can provide no assurance that we will receive any further financing
      if sought.





We
      do not
      anticipate purchasing any significant equipment in the next twelve months.
      We
      only intend to purchase additional property interests over the next twelve
      months if we are successful in raising additional financing and identify a
      property interest suitable for acquisition on favorable terms.





At
      the
      present time, we have no employees other than our sole officer, Mr. Henry
      Starek. We do not anticipate hiring any employees over the next twelve months.





**Assets**





As
      of
      June 30, 2005, our only asset was cash in the amount of $712.





**Liabilities
      and Stockholders Deficit**





Our
      total
      liabilities as of June 30, 2005 were $28,851. On June 30, 2005 our liabilities
      consisted of accounts payable in the amount of $13,351 and loans payable in
      the
      amount of $15,500 to two of our directors.





As
      of
      June 30, 2005, there was a Stockholders’ deficit of $28,139.





**Liquidity
      and Capital Resources**





As
      of
      June 30, 2005, we had current assets of $712 and current liabilities in the
      amount of $28,851. As a result, on June 30, 2005 we had a working capital
      deficit of $28,139. We currently have insufficient capital to exercise our
      option and acquire the minimum 5% interest. We will require financing to
      exercise our option on the Triangle T Ranch and/or expand our business.





On
      December 20, 2002, we entered into a loan facility agreement whereby we are
      permitted to borrow from Henry Starek, our President, up to $100,000 at any
      given time on seven day’s notice at an interest rate of 8%. The loan facility
      agreement does not require any set times or dates for the repayment of principal
      or interest. The agreement stipulates that all principle and interest owing
      is
      due and payable on demand upon 30 days written notice from the lender.
      Currently, we do not owe any money on this agreement. To date, we have not
      accessed any of the funds available under this loan facility agreement and
      anticipate that we may have to access funds under this agreement during the
      third and fourth quarter.




We
      can
      provide no assurance that we will receive any financing. For these reasons,
      our
      auditors have stated in their report that they have substantial doubt about
      our
      ability to continue as a going concern.




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**Going
      Concern**





Our
      independent auditors have stated in their Auditor’s Report for the fiscal year
      ended September 30, 2004 that we have incurred a net loss since inception and
      our future is dependent upon our ability to obtain financing and achieve
      profitable operation from the development of our natural resource interest.
      As a
      result, our auditor’s concluded that there is a substantial doubt about our
      ability to continue as a going concern.





**Item
      3.  Controls and Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of June 30, 2005. This evaluation was carried out
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer, Mr. Henry Starek. Based upon that evaluation,
      our
      Chief Executive Officer and Chief Financial Officer concluded that, as of June
      30, 2005, our disclosure controls and procedures are effective. There have
      been
      no significant changes in our internal controls over financial reporting during
      the quarter ended June 30, 2005 that have materially affected or are reasonably
      likely to materially affect such controls.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. An internal control system, no matter how well conceived and
      operated, can provide only reasonable, not absolute, assurance that the
      objectives of the control system are met. Further, the design of a control
      system must reflect the fact that there are resource constraints, and the
      benefits of controls must be considered relative to their costs. Because of
      the
      inherent limitations in all control systems, no evaluation of controls can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within the Company have been detected. These inherent limitations include
      the realities that judgments in decision-making can be faulty, and that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.











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**PART
      II - OTHER INFORMATION**





**Item
      1.     LegalProceedings**





We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which any of our officers, directors, or any beneficial
      holders of 5% or more of our voting securities are adverse to us or have a
      material interest adverse to us.





**Item
      2.     Unregistered Sales of Equity
      Securities and Use of Proceeds**





On
      March
      24, 2005, the registration statement filed on Form SB-2 (Commission file number
      333-115179) was declared effective. On May 5, 2004, we filed with the Commission
      a Post Effective Amendment (Registration No. 333-115179), and removed from
      registration all of the securities which are primary securities with an
      aggregate offering price of $450,000. We terminated the offering and did not
      make any sales of securities in the primary offering with an aggregate offering
      price of $450,000. The removal of securities from registration in the
      termination of the primary offering with an aggregate offering price of $450,000
      shall not affect our concurrent ongoing secondary offering equal to 7,925,000
      shares of common stock held by stockholders identified therein.





**Item
      3.     Defaults upon Senior
      Securities**





None





**Item
      4.Submission of Matters to a
      Vote of Security Holders**





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the quarterly period ended June
      30,
      2005.





**Item
      5.   Other
      Information**





None





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**Item
      6.  Exhibits**





**Exhibit**
              **Number**
            **Description
                of Exhibit**3.1
            Articles
                of Incorporation13.2
            Bylaws110.1
            Loan
                Facility Agreement - Henry Starek210.2
            Agreement
                of Purchase - Triangle “T” Prospect210.3
            First
                Amendment to Option Agreement310.4
            Second
                Amendment to Option Agreement 431.1
            Certification
                of Chief Executive Officer pursuant to
                18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to
                18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002





(1)
            Previously
                filed as an exhibit to the Registration Statement on Form SB-2 on
                May 5,
                2004.


(2)
            Previously
                filed as an exhibit to the Registration Statement on Form SB-2 on
                September 14, 2004


(3)
            Previously
                filed as an exhibit to the Registration Statement on Form SB-2 on
                January
                26, 2005


(4)
            Previously
              filed as an exhibit to the Quarterly Report on Form 10-QSB on May 16,
              2005








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**SIGNATURES**





In
      accordance with the requirements of the Securities and Exchange Act of 1934,
      the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





**Barola
                Oil & Gas Co. Inc.**Date:
            August
                15, 2005By:/s/  
                Henry
                Starek
              Henry
                Starek
              Title:**Chief
                Executive Officer, Chief Financial Officer, and
                Director**





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