-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gbr1aofleOSiZZODe87KAri7hVeYGs5HQKZ49Ga0y64dV6TYPOrzlIb+N3+Ile6Y R7uxUEpbTbxSsB/D025aJA== 0001165527-08-000781.txt : 20081216 0001165527-08-000781.hdr.sgml : 20081216 20081216135729 ACCESSION NUMBER: 0001165527-08-000781 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20081031 FILED AS OF DATE: 20081216 DATE AS OF CHANGE: 20081216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Baron Energy Inc. CENTRAL INDEX KEY: 0001410012 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 260582528 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-146627 FILM NUMBER: 081251974 BUSINESS ADDRESS: STREET 1: 1081 S. CIMARRON, #B5 CITY: LAS VEGAS STATE: NV ZIP: 89145 BUSINESS PHONE: 702-993-7424 MAIL ADDRESS: STREET 1: 1081 S. CIMARRON, #B5 CITY: LAS VEGAS STATE: NV ZIP: 89145 FORMER COMPANY: FORMER CONFORMED NAME: Nevwest Explorations Corp. DATE OF NAME CHANGE: 20070816 10-Q 1 g2822.txt QTRLY REPORT FOR THE QTR ENDED 10-31-08 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2008 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number 333-146627 BARON ENERGY INC. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 26-0582528 IRS Identification Number 3753 Howard Hughes Parkway Suite 135 Las Vegas, NV 89169 (Address of principal executive offices, including zip code) 702-993-7424 (Telephone number, including area code) Indicate by check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 13,000,000 shares as of December 12, 2008. BARON ENERGY INC. INDEX Item 1. Financial Statements (Unaudited) Balance Sheets 3 Statements of Expenses 5 Statement of Changes in Stockholders' Equity 5 Statements of Cash Flows 6 Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk 11 Item 4. Controls and Procedures 11 Part II Other Information Item 1. Legal Proceedings 11 Item 1A. Risk Factors 11 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits 12 Signatures 13 2 ITEM 1. FINANCIAL STATEMENTS BARON ENERGY INC. (An Exploration Stage Company) Balance Sheets (Unaudited) - --------------------------------------------------------------------------------
As of As of October 31, July 31, 2008 2008 --------- --------- ASSETS CURRENT ASSETS Cash $ 245,123 $ 49,754 Receivables 29,571 Deposits -- 4,750 --------- --------- TOTAL CURRENT ASSETS 274,694 54,504 OIL AND GAS PROPERTIES 217,937 -- --------- --------- TOTAL ASSETS $ 492,631 $ 54,504 ========= ========= LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable & Accrued Expenses $ 14,579 $ -- --------- --------- TOTAL CURRENT LIABILITIES 14,579 -- ARO LIABILITY 4,544 -- STOCKHOLDERS' EQUITY Common stock, $0.001 par value, 75,000,000 shares authorized; 13,000,000 and 12,000,000 shares issued and outstanding as of October 31, 2008 and July 31, 2008 13,000 12,000 Additional paid-in capital 562,000 63,000 Subscriptions receivable (10,429) -- Deficit accumulated during exploration stage (91,063) (20,496) --------- --------- TOTAL STOCKHOLDERS' EQUITY 473,508 54,504 --------- --------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 492,631 $ 54,504 ========= =========
See notes to the financial statements. 3 BARON ENERGY INC. (An Exploration Stage Company) Statements of Expenses - --------------------------------------------------------------------------------
July 24, 2007 Three Months Ended (inception) October 31, through --------------------------------- October 31, 2008 2007 2008 ----------- ----------- ----------- Professional Fees $ 23,955 $ 3,500 $ 30,255 General & Administrative Expenses 37,005 2,258 43,451 Accretion Expense 107 -- 107 ----------- ----------- ----------- Loss from Continuing Operations (61,067) (5,758) (73,813) Discontinued Operations Loss from discontinued operations (9,500) (7,750) (17,250) ----------- ----------- ----------- Net Loss $ (70,567) $ (13,508) $ (91,063) =========== =========== =========== Basic and diluted Net loss per share $ (0.01) $ (0.00) Continuing operations loss per share $ (0.00) $ (0.00) Discontinued operations loss per share $ (0.00) $ (0.00) =========== =========== Weighted average number of common shares outstanding 12,652,174 11,575,758 ----------- -----------
See notes to the financial statements. 4 BARON ENERGY INC. (An Exploration Stage Company) Statement of Changes in Stockholders' Equity From July 24, 2007 (Inception) through October 31, 2008 (Unaudited) - --------------------------------------------------------------------------------
Deficit Accumulated Common Stock Additional During -------------------- Subscription Paid-in Exploration Shares Amount Receivable Capital Stage Total ------ ------ ---------- ------- ----- ----- BALANCE, JULY 24, 2007 POST SPLIT -- $ -- $ -- $ -- $ -- $ -- ---------- ------- -------- -------- -------- -------- Stock issued for cash at inception on July 24, 2007 @ $0.0025 per share 6,000,000 6,000 -- 9,000 -- 15,000 Net loss -- -- -- -- (590) (590) ---------- ------- -------- -------- -------- -------- BALANCE, JULY 31, 2007 POST SPLIT 6,000,000 6,000 -- 9,000 (590) 14,410 Stock issued for cash per SB-2 on April 8, 2008 @ $0.01 per share 6,000,000 6,000 -- 54,000 -- 60,000 Net loss -- -- -- -- (19,906) (19,906) ---------- ------- -------- -------- -------- -------- BALANCE, JULY 31, 2008 POST SPLIT 12,000,000 12,000 -- 63,000 (20,496) 54,504 Stock issued for cash @ $.50 per share 1,000,000 1,000 -- 499,000 -- 500,000 Subscription Receivable -- -- (10,429) -- -- (10,429) Net loss -- -- -- -- (70,567) (70,567) ---------- ------- -------- -------- -------- -------- BALANCE, OCTOBER 31, 2008 POST SPLIT 13,000,000 $13,000 $(10,429) $562,000 $(91,063) $473,508 ========== ======= ======== ======== ======== ========
See notes to the financial statements. 5 BARON ENERGY INC. (An Exploration Stage Company) Statements of Cash Flows (Unaudited) - --------------------------------------------------------------------------------
24-Jul-07 Three Months Ended (inception) October 31, through -------------------------- October 31, 2008 2007 2008 --------- --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (70,567) $ (13,508) $ (91,063) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Accretion expense 107 -- 107 Changes in operating assets and liabilities: Accounts receivable (29,571) -- (29,571) Increase (decrease) in Accounts Payable and Accrued Expenses 14,579 (590) 14,579 Increase in Deposits 4,750 -- -- --------- --------- --------- NET CASH USED IN OPERATING ACTIVITIES (80,702) (14,098) (105,948) CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of Oil and Gas Properties (213,500) -- (213,500) --------- --------- --------- NET CASH USED IN INVESTING ACTIVITIES (213,500) -- (213,500) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Common Stock 489,571 -- 564,571 --------- --------- --------- NET CASH PROVIDED BY FINANCING ACTIVITIES 489,571 -- 564,571 --------- --------- --------- NET INCREASE (DECREASE) IN CASH 195,369 (14,098) 245,123 CASH AT BEGINNING OF PERIOD 49,754 15,000 -- --------- --------- --------- CASH AT END OF PERIOD $ 245,123 $ 902 $ 245,123 ========= ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- Income Taxes $ -- $ -- $ -- NON-CASH INVESTING AND FINANCING ACTIVITIES Increase in Asset Retirement Obligation $ 4,437 $ -- $ 4,437
See notes to the financial statements. 6 BARON ENERGY INC. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) - -------------------------------------------------------------------------------- NOTE 1. BASIS OF PRESENTATION The accompanying unaudited interim consolidated financial statements of Baron Energy Inc. ("Baron") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Baron's annual report filed with the SEC on Form 10-K for the year ended July 31, 2008. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operatins for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2008 as reported in Form 10-K have been omitted. NOTE 2. ORGANIZATION AND BUSINESS OPERATIONS Baron Energy Inc. was incorporated as Nevwest Explorations Corp. in the State of Nevada on July 24, 2007 to engage in the acquisition, exploration and development of natural resource properties. Effective September 2, 2008, we changed our name from Nevwest Explorations Corp. to Baron Energy Inc. We are an exploration stage company with no revenues and limited operating history. The principal executive offices are located at 3753 Howard Hughes Parkway, Suite 135, Las Vegas, NV 89169. NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES OIL AND GAS PROPERTIES, FULL COST METHOD Baron uses the full cost method of accounting for oil and gas producing activities. Costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells used to find proved reserves, and to drill and equip development wells, including directly related overhead costs and related asset retirement costs are capitalized. Under this method of accounting, all costs, including internal costs directly related to acquisition, exploration and development activities are capitalized as oil and gas property costs. Properties not subject to amortization consist of exploration and development costs which are evaluated on a property-by-property basis. Amortization of these unproved property costs begins when the properties become proved or their values become impaired. Baron assesses the realizability of unproved properties, if any, on at least an annual basis or when there has been an indication that impairment in value may have occurred. Impairment of unproved properties is assessed based on management's intention with regard to future exploration and development of individually significant properties and the ability of Baron to obtain funds to finance such exploration and development. If the results of an assessment indicate that the properties are impaired, the amount of the impairment is added to the capitalized costs to be amortized. Costs of oil and gas properties are amortized using the units of production method. There was no production in the three months ended October 31, 2008, therefore no amortization was recorded. Under full cost accounting rules for each cost center, capitalized costs of proved properties, less accumulated amortization and related deferred income taxes, shall not exceed an amount (the "cost ceiling") equal to the sum of (a) the present value of future net cash flows from estimated production of proved oil and gas reserves, based on current economic and operating conditions, discounted at 10 percent, plus (b) the cost of properties not being amortized, plus (c) the lower of cost or estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged as an impairment expense. There was no impairment expense in the three months ended October 31, 2008. ASSET RETIREMENT OBLIGATIONS Baron follows the provisions of Financial Accounting Standards Board Statement No. 143, "Accounting for Asset Retirement Obligations" (SFAS No. 143). The fair value of an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset. For Baron, asset retirement obligations 7 relate to the abandonment of oil and gas producing facilities. The amounts recognized are based upon numerous estimates and assumptions, including future retirement costs, future recoverable quantities of oil and gas, future inflation rates and the credit-adjusted risk-free interest rate. The following is a description of the changes to the Company's asset retirement obligations for the three months ended October 31, 2008 2007 -------- -------- Asset retirement obligations at July 31, 2008 $ -- $ -- Additions for exploratory and development drilling 4,437 -- Accretion expense 107 -- -------- -------- Asset retirement obligations at October 31, 2008 $ 4,544 $ -- ======== ======== NOTE 4. DISCONTINUED OPERATIONS On July 31, 2008, Baron's management made the decision to discontinue its business plan to invest in minerals and move its direction towards the investment and exploration of oil and gas. The action was to be immediate, therefore there will be no further expenses associated with the mineral operations beyond the current quarter. There were no assets associated with these operations, no remaining liabilities as of October 31, 2008, and there was no gain or loss associated with the discontinuation of the minerals operations. Prior period amounts applicable to the mineral operations were reclassified and included under "Loss from discontinued operations. The following table presents the loss for the interim periods shown and from Inception. July 24, 2007 Three Months Ended (inception) October 31, through ------------------------ October 31, 2008 2007 2008 -------- -------- -------- Costs and expenses $ (9,500) $ (7,750) $(17,250) -------- -------- -------- Loss from discontinued operations $ (9,500) $ (7,750) $(17,250) ======== ======== ======== Discontinued operations have not been segregated in the statement of cash flows. Therefore, amounts for certain captions will not agree with respective data in the statement of operations. NOTE 5. COMMON STOCK Effective September 2, 2008, we affected a two (2) for one (1) forward stock split of our issued and outstanding common stock. As a result, our authorized capital was not increased and remained at 75,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares increased from 6,000,000 shares of common stock to 12,000,000 shares of common stock. On August 29, 2008 we completed a private placement of equity in the aggregate amount of $350,000. Pursuant to the terms of the offering, the Company sold 700,000 post-split shares of common stock at a price of $0.50 per share. On September 8, 2008, a stock subscription agreement for another private placement of equity in the amount of $150,000 was signed. Pursuant to the terms of the offering, the Company sold 300,000 post-split shares of common stock at a price of $0.50 per share. NOTE 6. RECLASSIFICATIONS Certain amounts in prior periods have been reclassified to conform to current period presentation. NOTE 7. SUBSEQUENT EVENT On November 5, 2008, we authorized a two (2) for one (1) forward stock split of our authorized, issued and outstanding common stock; however, this stock split is not effective yet and therefore is not shown in our financial statements. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD LOOKING STATEMENTS This quarterly report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements. GENERAL INFORMATION You should read the following summary together with the financial statements and related notes that appear elsewhere in this report. In this report, unless the context otherwise denotes, references to "we", "us", "our", "Company", "Baron" and "Baron Energy" are to Baron Energy Inc. (formerly Nevwest Explorations Corp.). Baron Energy Inc. was incorporated as Nevwest Explorations Corp. in the State of Nevada on July 24, 2007 to engage in the acquisition, exploration and development of natural resource properties. Effective September 2, 2008 we changed our name from Nevwest Explorations Corp. to Baron Energy Inc.. We are an exploration stage company with no revenues and limited operating history. The principal executive offices are located at 3753 Howard Hughes Parkway, Las Vegas, NV 89169. The telephone and fax number is (702)993-7424. On July 31, 2008, Baron's management made the decision to discontinue its business plan to invest in minerals and move its direction towards the investment and exploration of oil and gas. During September, 2008, Baron Energy Inc. (the "Company") acquired the oil, gas, and mineral leasehold working interests in Baylor County, Texas from Lucas Energy Inc. in exchange for two hundred thirteen thousand five hundred dollars ($213,500). After geological and financial review, the agreement was accepted and executed on October 8, 2008 with completion to occur on or before October 14, 2008. Pursuant to the terms of the agreement (attached as Exhibit 10 to our Form 8-K filed on October 14, 2008), the Company will acquire all of Lucas' right, title and interest in the property described in the agreement as "Rendham Pool, Green Lease, (RRC ID# 01423)" and will assume all liabilities and obligations with regard to that property including the obligation to deliver 225 barrels of oil to a third party. We have a total of 75,000,000 authorized common shares with a par value of $0.001 per share and 13,000,000 common shares issued and outstanding as of October 31, 2008. We completed a form SB-2 Registration Statement under the Securities Act of 1933 with the U.S. Securities and Exchange Commission registering 6,000,000 shares at a price of $0.01 per share. The offering was completed on April 8, 2008 for total proceeds to the company of $60,000. On July 9, 2008 our common stock shares were approved for trading on the Over-the-Counter Bulletin Board under the symbol "NVWT". On September 2, 2008 the symbol was changed to "BRON". Effective September 2, 2008, we affected a two (2) for one (1) forward stock split of our issued and outstanding common stock. As a result, our authorized capital was not increased and remained at 75,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares increased from 6,000,000 shares of common stock to 12,000,000 shares of common stock. On August 29, 2008 we completed a private placement of equity in the aggregate amount of $350,000. Pursuant to the terms of the offering, the Company sold 700,000 post-split shares of common stock at a price of $0.50 per share. On October 16, 2008 we completed a private placement of equity in the aggregate amount of $150,000. Pursuant to the terms of the offering, the Company sold 300,000 post-split shares of common stock at a price of $0.50 per share. RESULTS OF OPERATIONS REVENUES We had no revenues during the three months ended October 31, 2008 and 2007. 9 PROFESSIONAL FEES For the three month ended October 31, 2008 and 2007, our professional fees were $23,955 and $3,500, respectively. The increase is due to our increased requirement for accounting and legal assistance related to our progressed business stage. GENERAL AND ADMINISTRATIVE EXPENSES For the three months ended October 31, 2008 and 2007, our general and administrative expenses were $37,005 and $2,258, respectively. The increase is primarily due to consulting fees. ACCRETION For the three month ended October 31, 2008 and 2007, our accretion expenses were $107 and $0, respectively. The increase is due to our oil and gas acquisition. NET LOSS For the three month ended October 31, 2008 and 2007, our net losses were $70,567 and $13,508, respectively. The increase is due to our increased business activity. LIQUIDITY AND CAPITAL RESOURCES As of October 31, 2008 we had cash of $245,123 and working capital of $260,115. This compares to cash of $49,754 and working capital of $54,504 at July 31, 2008. As of October 31, 2008, we had a deficit accumulated during the development stage of $91,063. If we experience a shortage of funds prior to generating revenues from operations we may utilize funds from our director, who has informally agreed to advance funds to allow us to pay for operating costs, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to us. CASH USED IN OPERATING ACTIVITIES Cash used in operating activities for the three months ended October 31, 2008 and 2007 were $80,702 and $14,098, respectively. The increase is due to our increased business activity. CASH USED IN INVESTING ACTIVITIES Cash used in investing activities for the three months ended October 31, 2008 and 2007 were $213,500 and $0, respectively. The increase is due to our acquisition of oil and gas properties. CASH PROVIDED BY FINANCING ACTIVITIES Cash provided by financing activities for the three months ended October 31, 2008 and 2007 were $489,571 and $0, respectively. The increase is due to our private placement. HEDGING None CONTRACTUAL COMMITMENTS None OFF-BALANCE SHEET ARRANGEMENTS None 10 RELATED PARTY TRANSACTIONS None CRITICAL ACCOUNTING POLICIES Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is the risk of loss arising from adverse changes in market rates and prices. We are exposed to risks related to increases in the prices of fuel and raw materials consumed in exploration, development and production. We do not engage in commodity price hedging activities. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have no identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Our management is not aware of any significant litigation, pending or threatened, that would have a significant adverse effect on our financial position or results of operations. ITEM 1A. RISK FACTORS There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended July 31, 2008, as filed with the SEC on October 8, 2008. The risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended August 31, 2008, in addition to the other information set forth in this quarterly report, could materially affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we deem to be immaterial could also materially adversely affect our business, financial condition or results of operations. 11 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 09/01/08 - Issued 700,000 shares of common stock at $0.50 per share for cash in a private placement 10/16/08 - Issued 300,000 shares of common stock at $0.50 per share for cash in a private placement ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our Form SB-2 Registration Statement, filed under SEC File Number 333-146627, at the SEC website at www.sec.gov: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31.1 Sec. 302 Certification of Principal Executive Officer 31.2 Sec. 302 Certification of Principal Financial Officer 32.1 Sec. 906 Certification of Principal Executive Officer 32.2 Sec. 906 Certification of Principal Financial Officer 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. December 12, 2008 Baron Energy Inc. /s/ Michael Maguire --------------------------------------------------- By: Michael Maguire (Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President, Secretary, Treasurer & Director) /s/ Lou Schiliro --------------------------------------------------- By: Lou Schiliro (Director) In accordance with the requirements of the Securities Act of 1933, this quarterly report was signed by the following person in the capacities and date stated. /s/ Michael Maguire - -------------------------------------------------- Michael Maguire, President & Director December 12, 2008 (Chief Executive Officer, Chief Financial Officer, ----------------- Principal Accounting Officer) Date 13 EX-31.1 2 ex31-1.txt CEO SECTION 302 CERTIFICATION Exhibit 31.1 CERTIFICATION I, Michael Maguire, certify that: 1. I have reviewed this report on Form 10-Q of Baron Energy Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 12, 2008 /s/ Michael Maguire - ------------------------------------- Michael Maguire President and Chief Executive Officer EX-31.2 3 ex31-2.txt CFO SECTION 302 CERTIFICATION Exhibit 31.2 CERTIFICATION I, Michael Maguire, certify that: 1. I have reviewed this report on Form 10-Q of Baron Energy Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 12, 2008 /s/ Michael Maguire - --------------------------------- Michael Maguire Chief Financial Officer EX-32.1 4 ex32-1.txt CEO SECTION 906 CERTIFICATION Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Baron Energy Inc. (the "Company") on Form 10-Q for the period ending October 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Maguire, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 12th day of December, 2008. /s/ Michael Maguire - -------------------------------- Chief Executive Officer EX-32.2 5 ex32-2.txt CFO SECTION 906 CERTIFICATION Exhibit 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Baron Energy Inc. (the "Company") on Form 10-Q for the period ending October 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Maguire, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 12th day of December, 2008. /s/ Michael Maguire - -------------------------------- Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----