Rhino Biotech Limited 20F 2011 Annual report

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

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

For the Fiscal Period Ended December 31, 2011

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

For transition period from __________ to __________

o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

Date of event requiring this shell company report __________

Commission File Number: 000-50608

EURASIA ENERGY LIMITED

(Exact name of Registrant as specified in its charter)

ANGUILLA, BRITISH WEST INDIES

(Jurisdiction of incorporation or organization)

294 Heywood House, Anguilla, B.W.I.

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 Par Value	OTC-QB
(Title of Class)	(Exchange on which registered)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the year ended December 31, 2011: 25,948,368 Common Shares With a Par Value of $0.001 Per Share

Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes þ No

If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes þ No

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Note:

Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

o Yes o No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP þ	International Financial Reporting Standards as issued	Other o
	by the International Accounting Standards Board o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17 o Item 18

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes þ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by court.

o Yes o No

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INFORMATION TO BE INCLUDED IN THE REPORT

Convention

In this Form 20-F Annual Report, all references to “Anguilla” are references to Anguilla, British West Indies. All references to the “Government” are references to the government of Anguilla, British West Indies. Unless otherwise noted, all references to “common shares”, “shares” or “common stock” are references to the common shares of the Company. All references to the “Company” or “Eurasia” are references to “Eurasia Energy Limited”.

In this document, all references to “SEC” or “Commission” are reference to the United States Securities and Exchange Commission. References to “$” are to the currency of the United States of America.

Forward Looking Statements

This Form 20-F Annual Report includes "forward-looking statements". A shareholder or prospective shareholder should bear this in mind when assessing the Company’s business. All statements included in this annual report, other than statements of historical facts, including, without limitation, the statements located elsewhere herein regarding industry prospects and the Company’s financial position, are forward-looking statements. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.

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	TABLE OF CONTENTS

Item 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	5
Item 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	5
Item 3.	KEY INFORMATION	5
Item 4.	INFORMATION ON THE COMPANY	8
Item 4A.	UNRESOLVED STAFF COMMENTS	10
Item 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	10
Item 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	13
Item 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	16
Item 8.	FINANCIAL INFORMATION	17
Item 9.	THE OFFER AND LISTING	18
Item 10.	ADDITIONAL INFORMATION	20
Item 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ...	21
Item 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	21
Item 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	21
Item 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	21
Item 15.	CONTROLS AND PROCEDURES	21
Item 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	23
Item 16B.	CODE OF ETHICS	23
Item 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	23
Item 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES...	24
Item 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	24
Item 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	24
Item 16G.	CORPORATE GOVERNANCE	24
Item 17.	FINANCIAL STATEMENTS	26
Item 18.	FINANCIAL STATEMENTS	27
Item 19.	EXHIBITS	27

PART I

Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. Directors and Senior Management

Not applicable

B. Advisers

Not applicable

C. Auditors

The independent auditors for the Company are Peterson Sullivan, LLP, of Suite 2300, 601 Union Street, Seattle, Washington, 98101, USA for the Company’s December 31, 2011, 2010, 2009, 2008 and 2007 year ends.

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

Item 3. KEY INFORMATION

A. Selected Financial Data

The Company was incorporated as Pacific Alliance Ventures Ltd. in the State of Nevada on October 20, 2003. The Company changed its name to Eurasia Energy Limited on November 28, 2005. The Company completed a continuation of its jurisdiction from Nevada to Anguilla, B.W.I. on December 31, 2007. The Company has selected a December 31 year end. The Company’s selected historical financial data for the periods from January 1, 2007 to December 31, 2007 (audited), January 1, 2008 to December 31, 2008 (audited), January 1, 2009 to December 31, 2009 (audited), January 1, 2010 to December 31, 2010 (audited) and January 1, 2011 to December 31, 2011 (audited) are set out in the table below. The selected financial data provided below are not necessarily indicative of the future results of operations or financial performance of the Company. The Company has not paid any dividends on its common shares and it does not expect to pay dividends in the foreseeable future.

The financial statements of the Company for the period January 1, 2007 to December 31, 2007, January 1, 2008 to December 31, 2008, January 1, 2009 to December 31, 2009, January 1, 2010 to December 31, 2010 and January 1, 2011 to December 1, 2011 have been audited by the Company’s current auditor, Peterson Sullivan LLP, independent registered public accountants. They are maintained in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

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	Period from Jan. 1, 2007 to Dec. 31, 2007			Period from Jan. 1, 2008 to Dec. 31, 2008			Period from Jan. 1, 2009 to Dec. 31, 2009			Period from Jan. 1, 2010 to Dec. 31, 2010		Period from Jan. 1, 2011 to Dec. 31, 2011
Amounts in Accordance with US GAAP (Presented in U.S. dollars):
Total Assets	$	647,903		$	400,329		$	175,357		$	334,487	$	244,595
Operating Revenue		-			-			-			-		-
Net working capital	$	576,758		$	194,096		$	(265,348	)	$	315,813	$	(195,592	)
Shareholders’ Equity	$	627,683		$	229,713		$	(245,039	)	$	320,814	$	(195,592	)
Net Income (Loss) (from operations)	$	(1,372,674	)	$	(496,794	)	$	(516,827	)	$	137,720	$	(526,369	)
Loss per share (basic and diluted)	$	(0.06	)	$	(0.02	)	$	(0.02	)	$	0.01	$	(0.02	)
Weighted average number of common shares (basic and diluted)		21,597,327			24,315,051			24,315,035			26,302,984		25,948,368

B. Capitalization and Indebtedness

Not applicable

C. Reasons for the Offer and Use of Proceeds

Not applicable

D. Risk Factors

The following risks relate specifically to the Company’s business and should be considered carefully. The occurrence of any one or more of the events outlined under this section could have severe consequences on the Company's business, financial condition and results of operations and could result in the cessation of operations or bankruptcy.

We have a limited operating history and a history of losses and expect future losses, and there can be no assurances that we will achieve and sustain profitability, which makes our ability to continue as a going concern questionable and puts your investment at risk.

We have incurred significant net losses and negative cash flow from operations since our inception. We reported net loss of $526,369 in 2011. We will expect to continue to incur losses in 2012 and will need to continue to raise additional funds through equity offerings for our business to survive.

Our financial statements have been prepared on a going concern basis, which presumes the realization of assets and the settlement of liabilities in the normal course of operations. The application of the going concern principle is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continued operations, or, in the absence of adequate cash flows from operations, obtaining additional financing. If the Company is unable to achieve profitable operations or obtain additional financing, we may be required to reduce or to limit operations, or cease operations altogether. The auditors’ report on the December 31, 2011 financial statements contains an explanatory paragraph that states that the Company has historically incurred losses and has an accumulated deficit which raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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We will need additional capital to continue to operate our business. Failure to raise additional equity or debt financing will result in the termination of operations and the loss of your investment.

We have no expectation of revenue in the next 24 months.

As an oil and gas exploration company, we are seeking long term opportunities. In the relative short term, 24 months, we have no expectation of revenues. From 2006 to early 2010, we focused on defending a significant legal action against our Company in the Scottish Court of Session. That action has been concluded with no damages being assessed against our Company. Without revenue, we require ongoing capital injections through the sale of our shares. We cannot be certain that equity financing will be available to us on favorable terms when required or at all. If we cannot raise funds in a timely manner or on acceptable terms, we may not be able to continue in operation.

If we successfully raise additional funds through the issuance of debt, we will be required to service that debt and are likely to become subject to restrictive covenants and other restrictions contained in the instruments governing that debt, which may limit our operational flexibility. If we raise additional funds through the issuance of equity securities, then those securities may have rights, preferences or privileges senior to the rights of holders of our common stock, and holders of our common stock will experience dilution.

If our key personnel leave the Company, our Company will cease operations and you will lose your investment.

The future success of our Company depends on certain key members of management. We are currently dependent on our President and Chief Executive Officer, Nicholas W. Baxter, for our development plans in Azerbaijan. Mr. Baxter has extensive operating experience and contacts in Azerbaijan and his departure would result in our Company ceasing to operate as an oil and gas exploration company.

Tax Risks – Our Company may continue to be taxed as a U.S. corporation disentitling us to any tax advantages in Anguilla.

Our Company converted from Nevada to Anguilla, B.W.I. on December 31, 2007. Our Company is now taxed as an Anguilla corporation. The American Jobs Creation Act of 2004 includes provisions the effect of which is to treat certain corporations that undergo “inversion transactions” as United States corporations. As a result, future income would be subject to United States income tax. There is a risk that the Internal Revenue Service would interpret the rules so as to treat our Company as a United States corporation. Our Company would be disentitled to tax advantages in Anguilla and any future earnings would be reduced accordingly.

Our plan of operations is focused on securing one project. Failure to secure this project will cause the price of our shares to drop.

Our entire plan of operations is focused on securing an exploration, rehabilitation, development and production sharing agreement with the State Oil Company of the Azerbaijan Republic (“SOCAR”). Our chances of securing a contract with SOCAR are uncertain. In the event that we are unable to secure an agreement with SOCAR, our Company will be without a defined plan of operation and management will have to reconsider the alternatives. Our failure to secure a contract with SOCAR would not result in the failure of our Company however it may result in a significant sell-off of our shares causing the price of our stock to drop.

Our plan of operation may be considered politically risky due to its focus on the Republic of Azerbaijan.

Areas of the former Soviet Union such as Azerbaijan, Kazakhstan and Turkmenistan are not necessarily well understood by Western capital market investors. These Republics have re-established their independence and are developing their political, social and economic infrastructures. Accordingly, our focus on Azerbaijan may be seen by some to be politically risky which may create uncertainty with respect to investments in our shares. Economic or political instability in any country in the former Soviet Union could result in a lack of confidence in our plan of operation, sales of our shares and a corresponding drop in the price of our shares.

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Our shares are considered Penny Stock and are subject to the Penny Stock rules, which may adversely affect your ability to sell your shares.

Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose sales practice and disclosure requirements on certain brokers-dealers who engage in certain transactions involving Penny Stock. Subject to certain exceptions, a Penny Stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Our shares are deemed to be Penny Stock for the purposes of the Exchange Act. The additional sales practice and disclosure requirements imposed upon brokers-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of our shares and impede the sale of our shares in the secondary market.

Under the Penny Stock regulations, a broker-dealer selling Penny Stock to anyone other than an established customer or Accredited Investor (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the Penny Stock regulations require the broker-dealer to deliver, prior to any transaction involving a Penny Stock, a disclosure schedule prepared by the Commission relating to the Penny Stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the Penny Stock held in a customer's account and information with respect to the limited market in Penny Stocks.

Substantial sales of our common stock could cause our stock price to fall.

Our shares are thinly traded. If our stockholders sell substantial amounts of our common stock, the market price of our common stock will decline and there may be few buyers for your shares.

We have not declared dividends and may never declare dividends, which may affect the value of your shares.

We have never declared or paid dividends on our common stock and do not expect to pay any dividends in the near future.

Item 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Since its incorporation, the Company has not undergone any material reclassification, merger or consolidation, and has no subsidiaries. The Company has not completed any acquisitions or dispositions of material assets. It has not undergone a material change in the types of products or services it renders. The Company has not been the subject of any bankruptcy, receivership or similar proceedings.

The Company has not made any principal capital expenditures or divestitures. The Company has not received nor made any public takeover offers.

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B. Business Overview

We are engaged in oil and gas exploration. We entered into a memorandum of understanding (“MOU”) with the State Oil Company of the Azerbaijan Republic (“SOCAR”) which granted our Company the exclusive right to negotiate an Exploration, Rehabilitation, Development and Production Sharing Agreement (“ERDPSA”) for a 600 square kilometer oil and gas block (the “Block”) in the Republic of Azerbaijan. The effective date of the original MOU was December 7, 2005. This MOU expired on December 7, 2006. The Block includes the producing Alyat-Deniz oil and gas field and seven additional exploration structures namely, the Hamamdag-Deniz, Garasu, Sangi-Mugan, Ulfat, Aran-Deniz, Dashly and Sabayil structures. The Block is located in the shallow coastal waters of the Azerbaijan sector of the Caspian Sea approximately 70 kilometers south of the Azerbaijan capital of Baku.

In November, 2006, management met with SOCAR officials in Baku and notified SOCAR in writing that the Company had completed its development plan and was ready to enter into negotiations for the main principals of the ERDPSA. Management was informed by SOCAR officials that the lawsuit brought against our Company by Commonwealth Oil & Gas Company Limited (“Commonwealth”) materially prejudiced our Company’s opportunity to extend the MOU. Despite having completed our development plan in 2006 and being ready, willing and able to commence negotiations on the main principals of the ERDPSA before the MOU expired, SOCAR declined to negotiate with our Company and the current MOU expired on December 7, 2006.

The lawsuit brought by Commonwealth against our Company resulted in a temporary suspension of our Plan of Operation. Our chances of successfully re-establishing negotiations with SOCAR are uncertain. In August, 2007, we completed a private placement of 4,000,000 units at $0.25 per unit which raised proceeds of $1,000,000. These proceeds have been sufficient to fund the defense of the lawsuit and appeal against our Company. These proceeds should also be sufficient to pay our general and administrative expenses through 2012. We will continue to conserve our cash reserves through 2012.

During the last fiscal quarter of 2009 and the first fiscal quarter of 2010, Eurasia entered into discussions and negotiations with Commonwealth in an attempt to seek common ground under which the two parties could co-operate in seeking a project in Azerbaijan.

On February 10, 2010, Eurasia, Commonwealth, Arawak Energy Limited (“Arawak”) and Nicholas W. Baxter (“Baxter”) signed a participation agreement (the “Participation Agreement”) which brought final resolution to the litigation proceedings among Eurasia, Baxter, Arawak and Commonwealth which had been ongoing since 2006. The Participation Agreement also seeks to establish the terms upon which the parties will co-operate with each other to identify and seek to obtain a direct or indirect interest in an upstream oil and gas project in the Azerbaijan Republic. As prescribed under the Participation Agreement, Eurasia has been reimbursed by Commonwealth for 51% of Eurasia’s agreed third party costs incurred to date in connection with its attempts to obtain an upstream oil and gas project in the Azerbaijan Republic.

Our Company’s entry into the MOU with SOCAR and change of business did not result in the issuance of any equity or debt securities by our Company. The transaction did not constitute a reverse takeover or “back door listing”.

We do not expect any changes in the number of our employees over the next 12 months. We will not be purchasing any plant or significant equipment over the next 24 months. We have sufficient funds on hand for operations through 2012. Our current management team will satisfy our requirements for the next 24 months. Our President and C.E.O., Mr. Nicholas W. Baxter, works full time on our Company's affairs. Our C.F.O., Mr. Graham Crabtree, spends approximately 20 hours per month on our Company's affairs.

References in this information statement to “the Company,” “we,” “us,” and “our” refer to Eurasia Energy Limited.

Our executive offices are located at 294 Heywood House, Anguilla, British West Indies. Our telephone number is (264) 497-6468.

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C. Organizational Structure

The Company is not part of a corporate group. The Company has no subsidiaries and no corporate controlling shareholder.

D. Property, Plants and Equipment

The Company has no material tangible fixed assets at this time.

Item 4A. UNRESOLVED STAFF COMMENTS

Not applicable

Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion is management’s explanation of factors that have affected the Company’s financial condition and results of operations for the historical periods covered by the financial statements, and management’s assessment of factors and trends which are anticipated to have material effect on the Company’s financial condition and results of operations in future periods.

A. Operating Results

The following discussion and analysis of the Company’s financial condition and results of operations for the fiscal years ended December 31, 2011, 2010 and 2009 should be read in conjunction with the Company’s financial statements and related notes included in this annual report in accordance with “Item 8 – Financial Information”. The Company’s financial statements included in this annual report were prepared in accordance with United States Generally Accepted Accounting Principles.

All statements other than statements of historical facts included in this Report and located elsewhere herein regarding industry prospects and the Company's financial position are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company's expectations ("Cautionary Statements") are disclosed in this Report, including, without limitation, in conjunction with the forward-looking statements included in this Report under "Risk Factors." All subsequent written and oral forward-looking statements attributed to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statement.

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	For the Years Ended December 31
	2009			2010			2011
REVENUE:		-			-			-
Sales		-			-			-
Gross Profit:		-			-			-
EXPENSES:
Litigation	$	109,717		$	6,579		$	0
General & Administration fees	$	118,951		$	87,746		$	65,558
Travel	$	15,647		$	18,500		$	15,811
Consulting	$	12,640		$	4,455		$	0
Director/Management Fees	$	260,000		$	15,000		$	445,000
Loss before other items:	$	(516,955	)	$	(132,280	)	$	(526,369	)
Other Items:
Interest income	$	128		$	0		$	0
Other Income	$	0		$	270,000		$	0
Net income/(loss) for the year:	$	(516,827	)	$	137,720		$	(526,369	)

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

Revenues

Our Company had revenue of $Nil in fiscal 2011 and $270,000 for the fiscal year ended December 31, 2010. The revenue in 2010 was attributable to the reimbursement of expenses received from Commonwealth under the Participation Agreement. As an oil and gas exploration stage company, we do not expect any revenues for the foreseeable future.

Operating Expenses

The Company’s operating expenses for the year ended December 31, 2011 were $526,369 compared to $132,280 for the year ended December 31, 2010. The significant increase in the current year was primarily due to the re-establishment of executive compensation for the Company’s C.E.O. and C.F.O.

The Company’s general and administrative expenses for the year ended December 31, 2011 were $44,859 compared to $58,548 for the year ended December 31, 2010. This decrease in general and administrative expenses of $13,689 for the year ended December 31, 2011 was primarily due to reduced operational costs in Baku, Azerbaijan as management of the Company remained unable to generate positive progress on the Company’s ERDPSA.

The Company’s directors’ and management fees for the year ended December 31, 2011 were $445,000 compared to $15,000 for the year ended December 31, 2010. This increase in directors’ and officers’ fees for the year ended December 31, 2011 was primarily due to the re-establishment of executive compensation for the Company’s C.E.O. and C.F.O.

Net Income

The Company’s net loss for the year ended December 31, 2011 was $526,369 compared to a net income of $137,720 for the year ended December 31, 2010. The income in 2010 was attributable to the reimbursement of $270,000 in expenses received from Commonwealth under the Participation Agreement.

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

Revenues

Our Company had revenue of $270,000 in fiscal 2010 and no revenue for the fiscal year ended December 31, 2009. As an oil and gas exploration stage company, we do not expect any revenues for the foreseeable future.

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Operating Expenses

The Company’s operating expenses for the year ended December 31, 2010 were $132,280, reduced significantly as a result of the termination of litigation with Commonwealth Oil & Gas Company Limited.

The Company’s general and administrative expenses for the year ended December 31, 2010 were $58,548 compared to $95,313 for the year ended December 31, 2009. This decrease in general and administrative expenses of $36,765 for the year ended December 31, 2010 was primarily due to reduced operational costs in Baku, Azerbaijan as management of the Company remained unable to generate positive progress on the Company’s ERDPSA.

The Company’s directors’ and management fees for the year ended December 31, 2010 were $15,000 compared to $230,000 for the year ended December 31, 2009. This decrease in directors’ and officers’ fees for the year ended December 31, 2010 was primarily due to the termination of executive compensation for the Company’s C.E.O., C.F.O. and FSU Business Manager.

Net Income

The Company’s net income for the year ended December 31, 2010 was $137,720 compared to a net loss of $516,827 for the year ended December 31, 2009. The income is attributable to the reimbursement of $270,000 in expenses received from Commonwealth under the Participation Agreement.

B. Liquidity and Capital Resources

As at December 31, 2011, the Company had cash in the amount of $228,439.

The Company estimates its operating costs for the next 12 months will include $25,000 for travel in and out of Azerbaijan and $15,000 for office, administrative and business development and $15,000 for director’s fees. There is no assurance that the Company will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to the Company.

Failure to obtain additional funding will result in delay or indefinite postponement of our oil and gas development and exploration activities. Any funds raised by the Company through the issuance of equity or convertible debt securities will cause the Company's current stockholders to experience dilution. Such securities may grant rights, preferences or privileges senior to those of the Company's common stockholders.

There is no assurance that the Company will earn revenue, operate profitably or provide a return on investment to its security holders.

To date, all funding for the Company’s business and ongoing operations has come from common share issuances. The Company is facing challenging equity market conditions and general uncertainty with respect to its operations and ability to continue as a going concern as a result of its failure in securing a long term oil and gas project. These conditions make it extremely difficult for the Company to access additional equity or debt financing. Accordingly, the Company is preserving its current cash reserves, so it accrued but did not pay salaries in cash in 2011.

It is the Company’s opinion that it has sufficient working capital to meet its requirements for the next 12 months. The Company’s executive officers and FSU Manager were granted salaries in 2008 at competitive market levels. The Company’s officers and manager voluntarily agreed to accrue their salaries only for a six month period in 2009 while they were actively engaged in pursuing the Company’s business opportunities in Azerbaijan. The Company’s officers and manager took no cash compensation from the Company in 2010 and waived their salary entitlement in 2010 entirely. Salaries of $430,000 were accrued in 2011 but not paid in cash. These salaries were settled for shares of the Company at $0.05 per share after the December 31, 2011 year end. $15,000 was paid in director’s fees.

As of the date of this Form 20-F Annual Report, the Company had 34,548,368 issued and outstanding common shares.

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C. Research and Development, Patents and Licenses, Etc.

The Company has not developed a research and development policy. The Company holds no patents or licenses including technology licenses.

D. Trend Information

The Company is not yet generating revenue from sales. The Company is in its exploration stage and has not established oil and gas production, sales or inventory trends.

E. Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

F. Tabular Disclosure of Contractual Obligations

The Company currently has no contractual obligations in the nature of long term debt obligations, capital finance lease obligations, operating lease obligations or purchase obligations.

G. Safe Harbor

Not applicable.

Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Name	Position	Other Reporting Companies In Canada or the United States
Name	Position	Company	Position
Nicholas W. Baxter	President, Chief Executive	Lexaria Corp. (CNSX and OTC-QB)	Director
Nicholas W. Baxter	Officer and Director	Dakar Resource Corp.	Director
Gerald R. Tuskey	Director	Opal Energy Corp. (TSX-V)	Director
Gerald R. Tuskey	Director	CellStop Systems Inc. (NEX)	Director
Roger Thomas	Director	N/A	N/A
Graham Crabtree	Chief Financial Officer	N/A	N/A

The following sets out the principal occupations and related experience for the directors and senior officers of the Company over the past five years. None of the Company’s officers or directors are related by blood or marriage. There is no arrangement or understanding among major shareholders, customers or suppliers of the Company pursuant to which any officer or director of our Company was selected to that position.

Nicholas W. Baxter has served as a Director of our Company since March 31, 2005. Mr. Baxter has served as our President and Chief Executive Officer since November 28, 2005. Mr. Baxter has a 25 year career in international resource exploration and development. Originally trained as a geophysicist, Mr. Baxter received a Bachelor of Science (Honors) from the University of Liverpool in 1975. Mr. Baxter has worked on geophysical survey and exploration projects in the U.K., Europe, Africa and the Middle East.

From 1981 to 1985, Mr. Baxter worked for Resource Technology plc, a geophysical equipment sales/services company. Resource Technology plc went public on the USM in London in 1983 and graduated to the London Stock Exchange in 1984. Mr. Baxter left Resource Technology plc and established his own company in 1985 as a co-founder of Addison & Baxter Limited. Addison & Baxter Limited was a private geophysical/geological sales and services company which was acquired by A&B Geoscience Corporation in 1992. Mr. Baxter was Chief Operating Officer and a director of A&B Geoscience Corporation from 1992 to 2002. Additionally, A&B Geoscience Corporation, under Mr. Baxter’s guidance, secured the first onshore production sharing agreement in Azerbaijan in 1998. A&B Geoscience Corporation became controlled by a private Swiss oil trading firm in 2002. Mr. Baxter worked as an independent upstream oil and gas consultant from 2002 to 2004 before joining our Company.

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Gerald R. Tuskey has served as our Director since October 20, 2003. Mr. Tuskey also served as our Chief Financial Officer from October 20, 2003 to August 31, 2008. For the past 19 years, Mr. Tuskey has worked as a self-employed corporate/securities lawyer based in Vancouver, British Columbia. Before establishing his own independent practice, Mr. Tuskey was employed as an associate lawyer by firms in Calgary and Vancouver. Mr. Tuskey has 26 years experience in providing securities and corporate law counsel to a wide variety of domestic and international publicly traded clients. Mr. Tuskey is a former director and corporate secretary of A&B Geoscience Corporation. Mr. Tuskey takes primary responsibility for our Company's capital structuring, financing activities and corporate and regulatory filings and compliance.

Roger Thomas has served as our director since March 24, 2006. Roger Thomas was born in Cardiff in 1945. He was educated in Wales and at The Leys School, Cambridge. In 1968, after four years study at the School of Oriental and African Studies (SOAS) of London University, he obtained an Honours Degree in Turkish.

Mr. Thomas joined the Foreign Office in 1968 and first spent three years in London dealing with international maritime law and continental shelf delimitation of all British territories overseas. In 1971, was posted to the Chancery (the political section) at the British Embassy in Cairo where he dealt with internal and economic affairs of Egypt (and the Yom Kippur War of October 1973). Between 1974 and 1978 he served at the British Mission to the EC in Brussels and was spokesman for environmental legislation (mainly concerning permissible levels of industrial discharges to air and water). There followed a three-year term in Turkey as HM Consul, a politically sensitive post after the Timothy Davy case and Midnight Express.

In 1982 Mr. Thomas was posted back to London where he served in the legal affairs division of European Communities Department with responsibility for parliamentary scrutiny of EC legislation. In 1986 he started an eight year period of living in Germany, first as Commercial Consul in Frankfurt and later as Consul-General in Stuttgart. This brought him many years of contact with the banking sector (Deutsche, Dresdner and Commerz Banks in particular) and with German industry (Bosch, Daimler, Porsche, etc).

In 1993 Mr. Thomas returned to the Foreign Office in London where he headed a team of analysts on Iraqi WMD. He was in charge of all British personnel taking part in UNSCOM weapons inspections in Iraq.

From August 1997 to October 2000, Mr. Thomas served as British Ambassador at Baku, Azerbaijan. The politics of the Caucasus, good government/human rights, and issues relating to oil and pipelines were the most pressing matters of the time. He was awarded the CMG (Companion of the Order of St Michael and St George) in 2000. After leaving Baku, he was seconded to the Digital Business Division of BP for six months.

Mr. Thomas’s final diplomatic post was as Consul-General in San Francisco where he was custodian of British commercial interests in California, Nevada, Oregon, Washington, Idaho, Montana and Alaska. This appointment ended in August, 2003. Mr. Thomas retired from the Diplomatic Service in 2003 and now lives in London where he works as a consultant. He is a senior analyst with MEC, a London based company dealing in world energy and Middle East political affairs, where he specializes on the situation in the Caucasus and Caspian region. He is also a partner in Cley Energy Consultants which focused on the future management of Iraq’s oil reserves until it became too dangerous to continue. These positions are in addition to his directorship of Eurasia Energy Limited. He speaks German, French, Turkish and Azerbaijani.

Graham Crabtree has served as Chief Financial Officer since September 1, 2008. Mr. Crabtree received an HND in Business Studies from Liverpool Polytechnic (now Liverpool John Moores University) and became a Fellow of the Association of Chartered and Certified Accountants (FCCA) after studying at Manchester Polytechnic (now Manchester Metropolitan University). Mr. Crabtree operates an Anguilla based accounting and tax consultancy business serving clients in the nearby islands of the former Netherlands, Antilles. Mr. Crabtree has been involved in the financial service industry since the early 1990’s being a founding member of the Anguilla Financial Services Association of which he is a former President, Secretary, Ethics Chairman and current Treasurer. Mr. Crabtree is also the Treasurer of the Anguilla Branch of the Society of Trust and Estate Practitioners. In 1999, Mr. Crabtree resigned his membership from the Association of Chartered and Certified Accountants as a member in good standing. Mr. Crabtree continues to maintain a keen interest in developments in the world of accounting and finance. Mr. Crabtree has a wide range of experience in the financial services industry and has served as an officer and director of both private and publicly traded companies.

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B. Compensation

There are presently two Executive Officers of the Company, President and Chief Executive Officer, Mr. Nicholas W. Baxter and Chief Financial Officer, Mr. Graham Crabtree. “Executive Officer” means the President, any Vice-President in charge of a principal business unit such as sales, finance or production and any officer of the Company or a subsidiary who performs a policy-making function for the Company whether or not that person is also a director of the Company or the subsidiary, and the Chairman and any Vice-Chairman of the board of directors of the Company if that person performs the functions of that office on a full-time basis.

Set out below is a summary of compensation paid during the Company’s most recently completed financial year to the Company’s Executive Officers:

		Annual Compensation						Long-term
Name and Principal Position	Year	Fees $		Bonus $		Other Annual Compensation $		Restricted Stock Award $		Securities Underlying Options / SARs #		All Other Compensation $
Nicholas W. Baxter President, C.E.O. and Director	2011	$	250,000(1)	$	0	$	0	$	0		1,000,000(2)	$	0
Graham Crabtree C.F.O.	2011	$	180,000(1)	$	0	$	0	$	0		0	$	0

(1)	These fees were accrued and settled through the issuance of shares of the Company at $0.05 per share after the December 31, 2011 year end.

(2)	On June 1, 2011, Mr. Baxter was granted 1,000,000 incentive stock options at an exercise price of $0.05 for a period of five years.

Options and Stock Appreciate Rights (SARs)

During the year ended December 31, 2011, the Company granted 2,500,000 stock options at an exercise price of $0.05 per share for a period of five years.

Compensation of Directors

The Company has one independent director, Mr. Roger Thomas. We define an “independent director” as one who does not serve as an officer or consultant or in any other capacity with our Company. Mr. Thomas receives director’s fees in the amount of $3,750 on a quarterly basis.

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The Company has no other arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year.

Long Term Incentive Plan (LTIP) Awards

The Company has no LTIP awards authorized or issued.

C. Board Practices

The board of directors of the Company is currently comprised of Nicholas W. Baxter, Gerald R. Tuskey and Roger Thomas. Each director of the Company is elected and holds office until his successor takes office or until his earlier death, resignation or removal. The board of directors currently has established no committees other than the audit committee. The members of the Company’s audit committee are Nicholas Baxter, Gerald R. Tuskey and Roger Thomas. There are no directors’ service contracts with the Company providing for benefits upon termination of employment.

D. Employees

As of December 31, 2011, the Company had no employees.

E. Share Ownership

The following table lists as of April 30, 2012, the share ownership of all of the Company’s directors and members of its administrative, supervisory and management bodies. The Company has only one class of shares issued and outstanding being, common shares, with a par value of $0.001, and all of the common shares have the same voting rights. The Company has 3,250,000 stock options outstanding. None of the persons named in the following table hold any warrants to purchase shares of the Company.

Name and Position	Number of Shares Held	Percentage of Shares Held (%) (1)
Nicholas W. Baxter	7,573,364 common shares 1,000,000 stock options (2)	21.9%
Gerald R. Tuskey	3,500,000 common shares 1,000,000 stock options (3)	10.1%
Roger Thomas	Nil 150,000 stock options (4)	0%
Graham Crabtree	6,788,333 common shares 375,000 stock options (5)	19.6%

(1)	The percentage ownership positions are based on 34,548,368 shares outstanding as of April 30, 2012.

(2)	1,000,000 stock options at an exercise price of $0.05 expire on June 1, 2016.

(3)	1,000,000 stock options at an exercise price of $0.05 expire on June 1, 2016.

(4)	150,000 stock options at an exercise price of $0.05 expire on June 1, 2016.

(5)	375,000 stock options at an exercise price of $0.10 expire on November 23, 2012.

Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The Company is a publicly traded corporation, the shares of which are owned by Canadian residents, U.S. residents and residents of other countries. As of April 30, 2012, the following parties had ownership of 5% or greater of the Company’s common shares, all of which have the same voting rights attached thereto as all other common shares of the Company.

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Name	Number of Common Shares Held	Percentage of Common Shares Held
Nicholas W. Baxter Aberdeenshire, Scotland	7,573,364	21.9%
Graham Crabtree Anguilla, B.W.I.	6,788,333	19.6%
Gerald R. Tuskey Vancouver, B.C., Canada	3,500,000	10.1%

As of April 30, 2012, the Company had approximately 360 shareholders of record holding 34,548,368 shares.

Other than as disclosed above, the Company is not aware of any other company, any foreign government or any other person, jointly or severally, that directly or indirectly controls the Company. The Company is not aware of any arrangements, the operation of which, may at a future date result in a change of control of the Company.

B. Related Party Transactions

During the year ended December 31, 2011, the Company entered into the following related party transactions:

(a)	Corporate and administrative service charges of $10,736 to a law firm of which a director of the Company is the owner;

(b)	Director fees of $15,000 to a director of the Company; and

(c)	Management fees of $430,000 to two officers of the Company.

C. Interests of Experts and Counsel

Not applicable

Item 8. FINANCIAL INFORMATION

A. Financial Statements and Other Financial Information

Financial Statements filed as part of this annual report under item 17:

Financial Statements of Eurasia Energy Limited for the year ended December 31, 2011

Report of Independent Registered Public Accounting Firm of Peterson Sullivan LLP dated May 15, 2012

Balance Sheets as of December 31, 2011 and 2010

Statements of Operations and Comprehensive Income for the years ended December 31, 2011, 2010 and 2009, and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2011

Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2011, 2010 and 2009 and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2011

Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009 and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2011

Notes to Financial Statements

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B. Significant Changes

Since the date of the audited financial statements for the period ended December 31, 2011, there have been no significant changes in the Company’s operations.

Item 9. THE OFFER AND LISTING

A. Offer and Listing Details

Our common shares were quoted for trading on the OTC Bulletin Board on December 2, 2004 under the symbol "PALV". Effective on January 12, 2006, the Company changed its name to “Eurasia Energy Limited” and changed its ticker symbol to “EUEN”. The Company completed a continuation of its jurisdiction from Nevada to Anguilla, B.W.I. on December 31, 2007. Effective on January 22, 2008, the Company’s shares began trading on the OTC-BB under the modified symbol “EUENF” which denotes Eurasia is now a foreign issuer. The Company’s shares now trade on the OTC-QB. The following quotations obtained from Stockwatch and/or Quotemedia reflect the highs and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

(a)	Five most recent full financial years (January 1, 2007 to December 31, 2011) – annual high and low prices:

National Association of Securities Dealers OTC Bulletin Board
Year Ended:	High (Bid)		Low (Ask)
December 31, 2011	$	0.20	$	0.0022
December 31, 2010	$	0.27	$	0.008
December 31, 2009	$	0.37	$	0.005
December 31, 2008	$	0.20	$	0.035
December 31, 2007	$	0.60	$	0.13

(b)	Two most recent full financial years and subsequent period (January 1, 2010 to April 30, 2012) – high and low for each quarter:

National Association of Securities Dealers OTC Bulletin Board
Quarter Ended:	High (Bid)		Low (Ask)
April 1, 2012 to April 30, 2012	$	0.003	$	0.003
March 31, 2012	$	0.045	$	0.0122
December 31, 2011	$	0.0121	$	0.0022
September 30, 2011	$	0.0025	$	0.0022
June 30, 2011	$	0.20	$	0.0025
March 31, 2011	$	0.05	$	0.025
December 30, 2010	$	0.07	$	0.008
September 30, 2010	$	0.12	$	0.07
June 30, 2010	$	0.27	$	0.05
March 31, 2010	$	0.27	$	0.07

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National Association of Securities Dealers OTC Bulletin Board
Month Ended	High (Bid)		Low (Ask)
May, 2012	$	0.llllll025	$	0.0025
April, 2012	$	0.025	$	0.025
March, 2012	$	0.025	$	0.025
February, 2012	$	0.05	$	0.025
January, 2012	$	0.05	$	0.05
December, 2011	$	0.0121	$	0.0022

Our common shares are issued in registered form. Nevada Agency & Transfer Company Limited, Suite 880, 50 West Liberty Street, Reno, Nevada, 89501 USA, (Telephone: 775-322-0626; Facsimile: 775-322-5623) is the registrar and transfer agent for our common shares. On April 30, 2012, there were approximately 360 shareholders of our common shares and 34,548,368 shares outstanding.

B. Plan of Distribution

Not applicable.

C. Markets

The common shares of the Company are quoted on FINRA’s OTC-QB under the symbol “EUENF”.

The Company’s common stock is subject to the regulations on penny stocks; consequently, the market liquidity for the common stock may be adversely affected by such regulations limiting the ability of broker/dealers to sell the Company’s common stock and the ability of shareholders to sell their securities in the secondary market in the United States.

Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose sales practice and disclosure requirements on certain brokers-dealers who engage in certain transactions involving Penny Stock. Subject to certain exceptions, a Penny Stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. The additional sales practice and disclosure requirements imposed upon brokers-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of our shares and impede the sale of our shares in the secondary market.

Nevada Agency & Transfer Company, located at Suite 880, 50 West Liberty Street, Reno, Nevada 89501, is the registrar and transfer agent for the Company’s common shares.

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D. Selling Shareholders

Not applicable

E. Dilution

Not applicable

F. Expenses of the Issue

Not applicable.

Item 10. ADDITIONAL INFORMATION

A. Share Capital

The Company has an authorized share capital of 100,000,000 common shares with a par value of $0.001 per share. The Company currently has 34,548,368 common shares issued and outstanding as fully paid and non assessable. The Company issued 8,600,000 common shares on April 17, 2012.

B. Memorandum and Articles of Association

Previously filed with the Securities and Exchange Commission on the Company’s Form S-4 Registration Statement filed on July 23, 2007.

C. Material Contracts

The Company has not yet entered into any material contracts.

D. Exchange Controls

There are no foreign exchange controls in B.W.I. and funds can be moved easily. There is no restriction in this regard.

E. Taxation

International Business Companies established in Anguilla, B.W.I. are exempt from the payment of Income Tax and Stamp Duty.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

The documents concerning the Company which are referred to in this Form 20-F Annual Report are either annexed hereto as exhibits (see Item 19) or may be inspected at the principal offices of the Company.

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I. Subsidiary Information

The Company has no subsidiaries.

Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our Company does not engage in market activities or invest in financial instruments which give rise to market risk for the Company’s financial resources. Our current assets are maintained in cash in U.S. dollars. Unallocated excess working capital has from time to time been invested in short term guaranteed investment certificates.

Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depository Shares

Not applicable.

PART II

Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

Item 15. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, being December 31, 2011, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer and chief financial officer. Based upon that evaluation, our president and chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2011 because we identified material weaknesses in our internal control over financial reporting as described below. There have been no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have affected, or are reasonably likely to affect our internal controls over financial reporting.

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During the period January 1, 2011 to December 31, 2011, our Company’s financial resources were managed directly by our director in Vancouver, British Columbia and reviewed by our C.F.O. in Anguilla, B.W.I. Our director was the only signatory on our one account. All of our financial transactions were initiated by our director, were entered and checked by his executive assistant and were reviewed by our C.F.O. on a quarterly basis. Our Company is relatively inactive and processes a small number of checks and other financial transactions each month. Despite the fact that all financial transactions are processed by our director, reviewed quarterly by our C.F.O. and confirmed by an executive assistant, there are not enough independent employees or members of management to provide third party oversight and review of our director’s and C.F.O.’s activities. For the foreseeable future, our Company will be relatively inactive and will continue to process a relatively small number of financial transactions on a monthly and annual basis. The number of individuals available to provide management oversight and reviews will be few and accordingly, we expect to have material weaknesses in our disclosure controls and procedures until at least the completion of our 2012 fiscal year end on December 31, 2012.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, and for evaluating the effectiveness of internal control over financial reporting as of December 31, 2011. Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States Generally Accepted Accounting Principles (“US GAAP”). Our system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP; and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management which includes our president and chief executive officer and chief financial officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2011 based upon criteria in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, management determined that our internal control over financial reporting was not effective as of December 31, 2011 because the following material weaknesses in internal control over financial reporting existed as of December 31, 2011:

Our Company is managed by a small number of individuals working out of offices in Aberdeenshire, Scotland, Vancouver, British Columbia and Anguilla, B.W.I. We do not employ enough independent employees or members of management to provide third party oversight in review of our financial transactions on an ongoing basis. Our directors and C.F.O. are solely responsible for initiating, reviewing and recording of financial transactions. Electronic and physical records of all of our Company’s financial transactions are maintained by our Vancouver office but they are not subject to third party review.

Our Company maintains a board of directors consisting of only three members. This small board of directors is inadequate for providing independent oversight of our management team and does not allow us to staff important board of director committees such as an independent audit committee. Given that our Company was facing material litigation, it was impossible to attract additional qualified members for our board of directors. Although this litigation is now resolved, this is still a material weakness in our internal control over financial reporting. Additionally, to date, we do not have a designated financial expert and we do not have an established whistleblower program. These are also material weaknesses in our internal control over financial reporting.

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This Form 20-F Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Form 20-F Annual Report.

(d) Changes in internal control over financing reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The Company does not have an audit committee financial expert serving on its audit committee. Each of the Company’s directors serving on the audit committee is financially literate and is able to professionally discharge the duties incumbent upon audit committee members. However, none of the audit committee members are “financial experts”. At such time as the Company may secure a project and is able to raise the significant funds necessary to exploit the opportunity, the Company will make a concerted effort to identify and appoint a financial expert to its audit committee.

Item 16B. CODE OF ETHICS

On January 1, 2007, the Board of Directors of the Company (the “Board”) adopted a new Code of Business Conduct and Ethics (the “Code”), which applies to the Company’s directors, officers and employees. The Code was adopted to further strengthen the Company’s internal compliance program. The Code addresses among other things, honesty and integrity, fair dealing, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and administration of the code.

Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the period ended December 31, 2011, the aggregate fees to Peterson Sullivan LLP for professional services rendered for the audit of our annual financial statements included in our Form 20-F Annual Report were $11,000. For the period ended December 31, 2010, the aggregate fees to Peterson Sullivan LLP for professional services rendered for the audit of our annual financial statements included in our Form 20-F Annual Report were $11,000.

Audit Related Fees

For the periods ended December 31, 2011 and 2010, the aggregate fees billed for assurance and related services by Peterson Sullivan LLP relating to the performance of the audit of our financial statements which are not reported under the caption "Audit Fees" above, was $0.00.

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Tax Fees

For the period ended December 31, 2011, the aggregate fees to Peterson Sullivan LLP for other non-audit professional services, other than those services listed above, was $0.00. For the period ended December 31, 2010, the aggregate fees paid to Peterson Sullivan LLP for tax compliance professional services, other than those services listed above, was $0.00.

We do not use Peterson Sullivan LLP for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage Peterson Sullivan LLP to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Peterson Sullivan LLP is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

-	approved by our audit committee (which consists of our entire board of directors); or

entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

Item 16E. PHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

Item 16G. CORPORATE GOVERNANCE

General

Corporate governance refers to the policies and structure of the board of directors of a company whose members are elected by and are accountable to the shareholders of the Company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board of the Company is committed to sound corporate governance practices, as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Company’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

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The independent member of the Board of the Company is:

●	Roger Thomas

The non-independent members of the Board of the Company are:

●	Nicholas W. Baxter, President and Chief Executive Officer

●	Gerald R. Tuskey

A majority of our directors are not independent directors.

Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing cash flow, identifying new exploration prospects, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions. Through its audit committee, the Board examines the effectiveness of the Company’s internal control processes and management information systems.

Directorships

The following table is a list of directorships in other reporting issuers held by the directors of the Company:

Name	Name of Reporting Issuers
Gerald R. Tuskey	CellStop Systems Inc. Opal Energy Corp.
Nicholas W. Baxter	Lexaria Corp. Dakar Resource Corp.

Orientation and Continuing Education

When new directors are appointed, they receive an orientation, commensurate with their previous experience, on the Company’s properties, business, technology and industry and on the responsibilities of directors.

Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

Ethical Business Conduct

The Board is of the view that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law are sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board reviews its size each year. It considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

Compensation

The Board does not have a compensation committee.

Other Board Committees

The Board has no other committees.

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Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees. The Board has frequent communications with management and other board members, and is regularly consulted on important Company decisions. In this context, the Board periodically reviews the performance of the Board as a whole, any standing committees it has appointed, and individual directors, to ensure each is performing effectively.

Item 16H. MINE SAFETY DISCLOSURE

Not applicable.

PART III

Item 17. FINANCIAL STATEMENTS

The Company’s financial statements have been prepared on the basis of US GAAP. Copies of the financial statements specified in Regulation 228.210 (Item 310) are filed with this Form 20-F Annual Report.

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Index to Financial Statements

Financial Statements of Eurasia Energy Limited for the year ended December 31, 2011

Report of Independent Registered Public Accounting Firm of Peterson Sullivan LLP dated May 15, 2012

Balance Sheets as of December 31, 2011 and 2010

Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009 and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2011

Notes to Financial Statements

Item 18. FINANCIAL STATEMENTS

The Company has elected to report under Item 17.

Item 19. EXHIBITS

Copies of the following documents are filed with this Form 20-F Annual Report as exhibits:

Index of Exhibits

1.1	Articles of Incorporation and amendments thereto, as filed with the Registrant’s Form 10-SB on February 27, 2004, incorporated herein by reference.

1.2	Bylaws as filed with the Registrant’s Form 10-SB on February 27, 2004, incorporated herein by reference.

1.3	Certificate of Amendment to Articles of Incorporation filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.

1.4	Articles of Continuance filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.

1.5 Bylaws filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.

2.1	Dissent and Appraisal Rights of the Nevada Revised Statutes filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.

2.2	Form of Dissenter’s Appraisal Notice filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.

2.3	Plan of Conversion dated November 1, 2006, as filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.

- 28 -

4.3 Form S-4 Registration Statement filed on July 23, 2007, incorporated herein by reference.

11.1	Code of Ethics filed with the Registrant’s Form 10-KSB on March 30, 2007, incorporated herein by reference.

12.1 Section 302 Certification of CEO

12.2 Section 302 Certification of CFO

13.1 Section 906 Certification of CEO

13.2 Section 906 Certification of CFO

15.1 Consent of Peterson Sullivan, LLP

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

		EURASIA ENERGY LIMITED
Dated:	May 15, 2012	Per:
			/s/Nicholas W. Baxter
			Nicholas W. Baxter,
			President and Chief Executive Officer

		Per:
			/s/Graham Crabtree
			Graham Crabtree,
			Chief Financial Officer

EURASIA ENERGY LIMITED

(An exploration stage company)

Financial Statements

(Expressed in U.S. Dollars)

December 31, 2011

Index

Balance Sheets

Statements of Operations and Comprehensive Income

Statements of Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Eurasia Energy Limited

Aberdeenshire, U.K. Scotland

We have audited the accompanying balance sheets of Eurasia Energy Limited (an exploration stage company) ("the Company") as of December 31, 2011 and 2010, and the related statements of operations and comprehensive income, stockholders' equity (deficit), and cash flows for each of the years in the three-year period then ended, and for the period from November 28, 2005 (the effective date of the exploration stage) to December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Eurasia Energy Limited (an exploration stage company) as of December 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years in the three-year period then ended, and for the period from November 28, 2005 (the effective date of the exploration stage) to December 31, 2011, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited operations and has sustained operating losses resulting in an accumulated deficit at December 31, 2011. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ PETERSON SULLIVAN

Seattle, Washington

May 15, 2012

EURASIA ENERGY LIMITED
(an exploration stage company)

BALANCE SHEETS
December 31, 2011 and 2010

(Expressed in U.S. Dollars)	2011			2010

ASSETS
Current assets
Cash	$	228,439		$	298,611
Prepaid expenses		16,156			30,875
Total current assets		244,595			329,486

Capital assets, net (Note 6)		-			5,001

Total assets	$	244,595		$	334,487

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable and accrued expenses	$	4,411		$	5,887
Accounts payable and accrued expenses - related party		435,776			7,786
Total current liabilities		440,187			13,673

Stockholders' equity (deficit) (Note 7)
Common stock, par value $0.001, authorized 100,000,000
shares; issued and outstanding shares
(2011: 25,948,368; 2010: 25,948,368)		25,948			25,948
Additional paid-in capital		6,675,080			6,665,117
Accumulated deficit		(9,066	)		(9,066	)
Deficit accumulated during the exploration stage		(6,887,554	)		(6,361,185	)

Total stockholders' equity (deficit)		(195,592	)		320,814

Total liabilities and stockholders' equity (deficit)	$	244,595		$	334,487

(The accompanying notes are an integral part of these financial statements)

EURASIA ENERGY LIMITED
(an exploration stage company)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
For the years ended December 31, 2011, 2010 and 2009, and for the period from
November 28, 2005 (the effective date of the exploration stage) through December 31, 2011

										Cumulative
										During the
										Exploration
(Expressed in U.S. Dollars)	2011			2010			2009			Stage

Revenue	$	-		$	-		$	-		$	-

Expenses
Consulting		-			4,455			12,640			286,177
Data acquisition cost		-			-			-			19,300
Director and management fees - related party (Note 8)		445,000			15,000			230,000			864,583
General and administrative		44,859			58,548			95,313			624,956
General and administrative - related party (Note 8)		10,736			9,398			11,563			86,095
General and administrative - stock-based compensation (Note 7)		9,963			19,800			42,075			4,318,349
Litigation expenses		-			6,579			109,717			711,444
Travel		15,811			18,500			15,647			299,654
		526,369			132,280			516,955			7,210,558

Operating Loss		(526,369	)		(132,280	)		(516,955	)		(7,210,558	)

Other income and expenses
Other income (Note 9)		-			270,000			-			270,000
Interest income		-			-			128			53,004

Net income (loss) and comprehensive income (loss)	$	(526,369	)	$	137,720		$	(516,827	)	$	(6,887,554	)

Net loss per common share (Note 5)
-basic	$	(0.02	)	$	0.01		$	(0.02	)
-fully diluted	$	(0.02	)	$	0.01		$	(0.02	)

Weighted average number of common (Note 5) shares outstanding
-basic		25,948,368			25,943,893			24,315,035
-fully diluted		25,948,368			26,302,984			24,315,035

(The accompanying notes are an integral part of these financial statements)

EURASIA ENERGY LIMITED
(an exploration stage company)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the years ended December 31, 2011, 2010 and 2009, and for the period from
November 28, 2005 (the effective date of the exploration stage) through December 31, 2011

												Deficit
												Accumulated
												During the			Total
	Common Stock					Additional			Accumulated			Exploration			Stockholders'
(Expressed in U.S. Dollars)	Shares			Amount		paid-in capital			Deficit			Stage			Equity

Balance, November 28, 2005		20,065,135		$	20,065	$	204,326		$	(9,066	)	$	-		$	215,325

Net loss										-			(13,598	)		(13,598	)

Balance, December 31, 2005		20,065,135			20,065		204,326			(9,066	)		(13,598	)		201,727

Issuance of common stock and warrants, February 2006		250,000			250		749,750			-			-			750,000

Stock-based compensation expense		-			-		3,675,633			-			-			3,675,633

Net loss		-			-		-			-			(4,099,012	)		(4,099,012	)

Balance, December 31, 2006		20,315,135			20,315		4,629,709			(9,066	)		(4,112,610	)		528,348

Common stock issued for cash, August 2007		4,000,000			4,000		596,000			-			-			600,000

Warrants issued with common stock		-			-		400,000			-			-			400,000

Stock-based compensation expense		-			-		472,009			-			-			472,009

Net loss		-			-		-			-			(1,372,674	)		(1,372,674	)

Balance, December 31, 2007		24,315,135			24,315		6,097,718			(9,066	)		(5,485,284	)		627,683

Cancellation of shares by exercise of dissent rights		(100	)		-		(45	)		-			-			(45	)

Stock-based compensation expense		-			-		98,869			-			-			98,869

Net loss		-			-		-			-			(496,794	)		(496,794	)

Balance, December 31, 2008		24,315,035		$	24,315	$	6,196,542		$	(9,066	)	$	(5,982,078	)	$	229,713

Stock-based compensation expense		-			-		42,075			-			-			42,075

Net loss		-			-		-			-			(516,827	)		(516,827	)

Balance, December 31, 2009		24,315,035		$	24,315	$	6,238,617		$	(9,066	)	$	(6,498,905	)	$	(245,039	)

Issuance of shares for debt settlement		1,633,333			1,633		406,700			-			-			408,333

Stock-based compensation expense		-			-		19,800			-			-			19,800

Net income		-			-		-			-			137,720			137,720

Balance, December 31, 2010		25,948,368		$	25,948	$	6,665,117		$	(9,066	)	$	(6,361,185	)	$	320,814

Stock-based compensation expense		-			-		9,963			-			-			9,963

Net loss		-			-		-			-			(526,369	)		(526,369	)

Balance, December 31, 2011		25,948,368		$	25,948	$	6,675,080		$	(9,066	)	$	(6,887,554	)	$	(195,592	)

(The accompanying notes are an integral part of these financial statements)

EURASIA ENERGY LIMITED
(an exploration stage company)

STATEMENTS OF CASH FLOWS
For the years ended December 31, 2011, 2010 and 2009, and for the period from
November 28, 2005 (the effective date of the exploration stage) through December 31, 2011

										Cumulative
										During the
										Exploration
(Expressed in U.S. Dollars)	2011			2010			2009			Stage

Cash flows from (used in) operating activities
Net Income (Loss)	$	(526,369	)	$	137,720		$	(516,827	)	$	(6,887,554	)
Adjustments to reconcile net income (loss) to
net cash flows from operating activities
General and administrative - stock-based compensation		9,963			19,800			42,075			4,318,349
Depreciation		5,001			15,308			15,308			76,540
Change in operating assets and liabilities
Accounts receivable, related party		-			-			-			5,000
Interest receivable		-			-			29			-
Prepaid expenses		14,719			(28,497	)		9,574			(16,156	)
Accounts payable and accrued expenses		(1,476	)		(51,492	)		34,773			3,811
Accounts payable and accrued expenses - related party		427,990			53,102			215,007			844,109
Net cash provided by (used in) operating activities		(70,172	)		145,941			(200,061	)		(1,655,901	)

Cash flows used in investing activities
Fixed assets addition		-			-			-			(76,540	)
Cash used in investing activities		-			-			-			(76,540	)

Cash flows from financing activities
Proceeds from issuance of common stock and warrants		-			-			-			1,749,955
Cash provided by financing activities		-			-			-			1,749,955

Increase (decrease) in cash		(70,172	)		145,941			(200,061	)		17,514

Cash, beginning of period		298,611			152,670			352,731			210,925

Cash, end of period	$	228,439		$	298,611		$	152,670		$	228,439

Non Cash Transaction:

Stock issued for debt settlement	$	-		$	408,333		$	-		$	408,333

(The accompanying notes are an integral part of these financial statements)

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2011

Note 1 - Organization

Eurasia Energy Limited ("the Company") (an exploration stage company) is engaged in oil and gas exploration.

On November 28, 2005, the Company signed a memorandum of understanding (“MOU”) with the State Oil Company of the Azerbaijan Republic ("SOCAR") which granted the Company the exclusive right to negotiate an Exploration, Rehabilitation, Development and Production Sharing Agreement ("ERDPSA") for a 600 square kilometer oil and gas block in the Republic of Azerbaijan (the “Alyat-Deniz Project”). The effective date of the MOU was December 7, 2005. The Alyat-Deniz Project is located in the shallow coastal waters of the Azerbaijan sector of the Caspian Sea approximately 70 kilometers south of the Azerbaijan capital of Baku.

Under the terms of the MOU, the Company had 12 months to negotiate and sign the ERDPSA with SOCAR. The MOU provided for termination in the event that the Company and SOCAR did not sign an agreement on the basic commercial principles and provisions of an ERDPSA on or before December 7, 2006. The termination date passed without the parties agreeing the commercial principles and the MOU terminated. The Company has completed a comprehensive study and initial development plan for the Alyat-Deniz Project which was the subject of the MOU.

On February 10, 2010, the Company entered into a participation agreement (“Participation Agreement”) with Arawak Energy Limited (“Arawak”), Arawak’s wholly owned subsidiary, Commonwealth Oil & Gas Company Limited (“Commonwealth”) and Nicholas W. Baxter (“Baxter”). The Participation Agreement brings final resolution to the litigation proceedings among the Company, Baxter, Arawak and Commonwealth which had been ongoing since 2006. Immediately upon the representatives of Commonwealth being given access to the project data on March 9, 2010, Arawak, Commonwealth, the Company and Baxter executed and delivered mutual releases and counsel for Commonwealth filed a Joint Minute in the Scottish Court of Session which disposed of the litigation among Arawak, Commonwealth, the Company and Baxter with effect on March 16, 2010.

The Participation Agreement establishes the terms upon which the parties will co-operate with each other to identify and seek to obtain a direct or indirect interest in upstream oil and gas projects. Commonwealth will reimburse the Company for 51% of certain of the Company’s agreed third party costs incurred to date. Commonwealth is entitled to receive 51% interest in certain upstream oil and gas projects in the Republic of Azerbaijan which either Baxter or the Company identify for a period of two years from the date of the Participation Agreement. Commonwealth has agreed to provide the Company with a limited cost to carry on the Company’s 49% interest. The Company’s has been reimbursed by Commonwealth for 51% of the Company’s agreed third party costs incurred to date in connection with its attempts to obtain an upstream oil and gas project in the Azerbaijan Republic.

The Company's offices in Anguilla, B.W.I. and Aberdeenshire, Scotland are currently provided on a rent free basis. Due to limited Company operations, any facilities expenses (other than rent) are not material and have not been recognized in these financial statements.

Note 2 - Going Concern Uncertainties

The Company is an exploration stage company as defined by accounting principles generally accepted in the United States. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. However, the Company has limited operations and has sustained operating losses in recent years resulting in an accumulated deficit. In view of these matters, realization of a major portion of the assets in the accompanying balance sheets is dependent upon the continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financing requirements, and the success of its future operations.

- 2 -

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2011

Note 2 - Going Concern Uncertainties - Continued

The Company has incurred losses from operations and has an accumulated deficit of $6,887,554 from the effective date of the exploration stage (November 28, 2005) to December 31, 2011. The Company's ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company believes that the cash on hand will be able to meet its on-going costs in the next 12 months. The Company may seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

Note 3 – Significant Accounting Policies

(a)	Principles of Accounting

These financial statements are stated in U.S. Dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

(b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company occasionally has cash deposits in excess of insured limits.

(d) Capital Assets

Capital assets are recorded at cost. Expenditures for betterments and additions are capitalized, while replacement, maintenance and repairs, which do not extend the lives of the respective assets, are charged to expense when incurred. Depreciation is computed using the straight-line method at the following rates, calculated to amortize the cost of the assets less their residual values over their estimated useful lives.


Motor vehicle	20	%
Office equipment	20	%

- 3 -

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2011

Note 3 – Significant Accounting Policies - Continued

(e) Mineral Properties and Exploration Expenses

Acquisition and exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at December 31, 2011 and 2010, the Company did not have proven reserves.

(f) Income Taxes

Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary, to reduce deferred income tax assets to the amount expected to be realized.

A tax position is a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. The amount recognized is the largest benefit that the Company believes has a greater than 50% likelihood of being realized upon settlement.

The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties, if any, are recorded as a component of income taxes. No liability has been recorded for uncertain tax positions, or related interest or penalties. The 2008 tax return remains open and subject to audit.

(g) Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing income/loss (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. Diluted earnings or loss per share is computed by dividing income (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) and dilutive common stock equivalents for the period.

For the years ended December 31, 2011 and 2009, all loss per share amounts in the financial statements are basic loss per share. 4,950,000 and 3,950,000 dilutive stock options for the years ended December 31, 2011 and 2009 respectively are not included in the computation of diluted loss per share because to do so would be anti-dilutive.

(h) Legal Proceedings

The Company accrues for estimated losses from legal actions or claims, including legal expenses, when a loss is determined to be probable and the amount can be reasonably estimated. There were no accruals for estimated losses for legal actions as of December 31, 2011 and 2010.

- 4 -

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2011

Note 3 – Significant Accounting Policies - Continued

(i)	Stock-Based Compensation

The Company accounts for stock based compensation for all stock-based awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes valuation model with the assumptions disclosed in the notes to financial statements.

(j) Foreign Currency Translation

The Company maintains a U.S. Dollar bank account at a financial institution in Canada. Foreign currency transactions are translated into their functional currency, which is the U.S. Dollar, in the following manner:

At the transaction date, each asset, liability, revenue and expense is translated into the functional currency by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are translated into U.S. Dollars by using the exchange rate in effect at that date. Transaction gains and losses that arise from exchange rate fluctuations are included in the results of operations.

(k) Impairment of Long-Lived Assets

Long-lived assets of the Company are reviewed for impairment when changes in circumstances indicate their carrying value has become impaired. Management considers assets to be impaired if the carrying amount of an asset exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the asset will be written down to fair value, and a loss is recorded as the difference between the carrying value and the fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value. Management has determined that there was no impairment as of December 31, 2011 and 2010.

(l) Fair Value of Financial Instruments

The determination of fair value of financial instruments is made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. The carrying value of cash, accounts payable and accrued expenses approximates their fair value because of the short-term nature of these instruments. The Company places its cash with high credit quality financial institutions.

(m) Related Party Transactions

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

- 5 -

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2011

Note 4 - Recent Accounting Pronouncements

(a)	Recent accounting pronouncements adopted during the period:

(i) Amendments to Certain Recognition and Disclosure Requirements

On January 1, 2011, the Company adopted FASB issued ASC No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which eliminates the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events. The adoption of ASC No. 2010-09 did not have a material impact on the Company’s financial statements.

(ii)	Stock Compensation - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades

On January 1, 2011, the Company adopted FASB issued ASU 2010-13, “Compensation – Stock Compensation (Topic 718) – Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades.” ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The adoption of this standard did not have a material impact on the Company’s results of operation or financial position.

(iii) Disclosures about Credit Quality of Financing Receivables and the Allowance for Credit Losses

On January 1, 2011, the Company adoted ASU 2010-20, “Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”. ASU 2010-20 amends Topic 310 to provide greater transparency about an entity’s allowance for credit losses and the credit quality of its financing receivables. The adoption of ASU 2010-20 did not have a material effect on the Company’s results from operations or financial position as it only impacts the required disclosures.

(iv)	When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts

On January 1, 2011, the Company adopted ASU 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”). The amendments in ASU 2010-28 affect all entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative. The amendments in ASU 2010-28 modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The adoption did not have a material effect on the financial statements.

- 6 -

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2011

Note 4 - Recent Accounting Pronouncements - Continued

(a) Recent accounting pronouncements adopted during the period - Continued:

(v) Business Combination

On January 1, 2011, the Company adopted ASU 2010-29, “Business Combinations (Topic 805)”. ASU 2010-29 is intended to address diversity in practice regarding pro forma revenue and earnings disclosure requirements for business combinations. ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. Adoption of ASU 2010-29 did not have a material effect on the Company’s financial statements.

(b) Recent accounting pronouncements not yet implemented:

(i) Fair Value Measurement

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”. The amendments in this update are the result of the work of the FASB and the International Accounting Standards Board (“IASB”) to develop common requirements for measuring fair value and for disclosing information about fair value measurements. The amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments clarify that a reporting entity should disclose quantitative information about the unobservable inputs used in a fair value measurement that is categorized within Level 3 of the fair value hierarchy in order to increase the comparability of disclosures between reporting entities applying U.S. GAAP and those applying IFRSs. Additionally, the amendments expand the disclosures for fair value measurements categorized within Level 3 where a reporting entity will need to include the valuation processes used and the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, if any. For many of the requirements, the FASB does not intend for the amendments to result in a change in the application of the requirements in ASC Topic 820. The amendments in this update are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011. The adoption of this update will not have a material impact on our financial position, results of operations or cash flows.

(ii) Comprehensive Income

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”. The amendments in this update eliminate the current option to report other comprehensive income and its components in the statements of shareholders’ equity. Instead, an entity will be required to present either a single continuous statement of net income and other comprehensive income or in two separate, but consecutive statements. The amendments in this update are to be applied retrospectively and are effective for interim and annual periods beginning after December 15, 2011. The new guidance will be effective for the Company beginning January 1, 2012 and will have presentation changes only.

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EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2011

Note 4 - Recent Accounting Pronouncements - Continued

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

Note 5 – Earnings (Loss) per Share

Basic earnings or loss per share is based on the weighted average number of shares outstanding during the period of the financial statements. Diluted earnings or loss per share are based on the weighted average number of common shares outstanding and dilutive common stock equivalents. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value, when applicable.

For 2011 and 2009, all loss per share amounts in the financial statements are basic loss per share because the inclusion of stock options and warrants outstanding would be antidilutive.

The computation of basic and diluted earnings (loss) per share as follows for the years ended December 31:

	2011			2010		2009

Numerator - net income (loss) available to common stockholders	$	(526,369	)	$	137,720	$	(516,827	)

Denominator - weighted average number of common shares outstanding		25,948,368			25,943,893		24,315,035

Dilutive common stock equivalents - stock options		—			359,091		—

Denominator - weighted average number of fully diluted common shares outstanding		25,948,368			26,302,984		24,315,035

Basic earnings (loss) per common share	$	(0.02	)	$	0.01	$	(0.02	)

Diluted earnings (loss) per common share	$	(0.02	)	$	0.01	$	(0.02	)

- 8 -

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2011

Note 6 - Capital Assets

Capital assets consist of the following at December 31, 2011 and 2010:

	2011			2010

Motor vehicle	$	74,500		$	74,500
Office equipment		2,040			2,040
		76,540			76,540
Less: Accumulated depreciation		(76,540	)		(71,539	)
	$	—		$	5,001

Depreciation charged to operations for the years ended December 31, 2011 and 2010 and the period from the effective date of the exploration stage to December 31, 2011, amounted to $5,001, $15,308, and $76,540, respectively.

Note 7 - Common Stock, Warrants and Options

(a)	Common Stock

On January 1, 2010, the Company settled the payment of $408,333 in accounts payable and accrued expenses owed to management and consultants through the issuance of 1,633,333 common shares at a deemed price of $0.25 per share.

No common stock was issued during the year ended December 31, 2011.

(b)

Warrants

The Company did not have any outstanding share purchase warrants at December 31, 2011 and 2010.

During the year ended December 31, 2011, the Company did not have any share purchase warrants issued, cancelled or exercised.

(c)

Options

The Company allots 2,000,000 common shares for issuance under the 2007 Stock Option Plan. The stock options granted to any one optionee should not exceed 1,000,000 shares.

On June 1, 2011, the Board of Directors adopted the 2011 Stock Option Plan (the “2011 Plan”) which allocates 3,000,000 common shares for issuance under the 2011 Plan.

On June 1, 2011, the Company granted 2,500,000 stock options under its 2011 Plan to directors, officers, employees and consultants at $0.05 each, expiring on June 1, 2016. The options vested immediately. The fair value of the 2,500,000 options granted was estimated at $0.0025 each, for a total of amount of $6,250, by using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 666.60%, risk-free interest rates of 1.60%, and expected lives of 5.0 years.

- 9 -

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2011

Note 7 - Common Stock, Warrants and Options - Continued

(c)	Options - Continued

The movement of options is summarized as follows:

				Weighted
				average
	Number of options			exercise price

Balance, December 31, 2010 and 2009		3,950,000		$	0.10
Granted		2,500,000			0.05
Cancelled		(1,500,000	)		0.10
Balance, December 31, 2011		4,950,000			0.07

The following table summarizes information about stock options outstanding at December 31, 2011:

				Weighted
Weighted		Number		Average		Number
Average		Outstanding at		Remaining		Exercisable at		Average
Exercise		December 31,		Contractual		December 31,		Intrinsic
Price		2011		Life (Years)		2011		Value

$	0.05		2,500,000		4.42		2,500,000	$	—
	0.10		2,450,000		0.46		2,450,000		—
			4,950,000		2.46		4,950,000

The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e. the difference between the Company’s closing stock price on the last trading day of the period ended December 31, 2011 and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on December 31, 2011. Total intrinsic value of options exercised was $nil (December 31, 2010: $nil) for the year ended December 31, 2011.

- 10 -

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2011

Note 7 - Common Stock, Warrants and Options - Continued

(c)	Options - Continued

A summary of the Company’s unvested stock options and changes during the years ended December 31, 2011 and 2010 is as follows:

	Number of options			Fair value per share

Nonvested, December 31, 2009		660,000			0.18
Vested		(330,000	)		0.18
Nonvested, December 31, 2010		330,000			0.18
Vested		(330,000	)		0.18
Nonvested, December 31, 2011		—			0.18

At December 31, 2011, the fair value of the unvested options amounted to $nil. The unrecognized stock based compensation expenses in relation to the unvested options amounted to $nil.

The Company does not repurchase shares to fulfill the requirements of options that are exercised. Further, the Company issues new shares when options are exercised.

Note 8 - Related Party Transactions

During the years ended December 31, 2011, the Company paid corporate and administrative service charges of $10,736 (2010: $9,398; 2009: $11,563) to a law firm of which a director of the Company is the owner.

During the years ended December 31, 2011, the Company paid/accrued director fees of $15,000 (2010: $15,000; 2009: $15,000) to a director.

During the years ended December 31, 2011, the Company accrued management fees of $430,000 (2010: $nil; 2009: $215,000) to two directors.

Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	7th grade Avg

Rhino Biotech Limited (RBRXF) 20-F2011 FY Annual report (foreign)

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