UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 5, 2011 (December 31, 2010) Date of Report (date of earliest event reported) Commission File Number 333-146627 BARON ENERGY, INC. (Exact name of registrant as specified in its charter) NEVADA 26-0582528 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 392 W. Mill Street, New Braunfels, TX 78130 (Address of principal executive offices) (Zip Code) (830) 608-0300 Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions. [ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. On December 31, 2010, the board of directors of Baron Energy, Inc. ("our, "us") authorized the issuance of 1,000,000 shares of our common stock to our Chairman, President, and CEO, Ronnie L. Steinocher in lieu of a cash payment of $50,000 in compensation due and owing. The price per share of $0.05 was based on the average closing price of our common stock for the five most recent trading days prior to December 31, 2010. The shares were issued pursuant to the exemption provided by Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering. The recipient of our securities is an "accredited investor" and he took them for investment purposes without a view to distribution. Furthermore, he had access to information concerning us and our business prospects; there was no general solicitation or advertising for the purchase of our securities; and the securities are restricted pursuant to Rule 144. ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS The disclosure set forth under Item 3.02 to this Current Report on Form 8-K is incorporated herein by reference SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BARON ENERGY, INC. Date: January 5, 2011 By: /s/ Ronnie L. Steinocher ----------------------------------------- Name: Ronnie L. Steinocher Title: President and Chief Executive Officer 2