UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

Commission File Number: 333-146627
                       -----------
(Check One):  [ ] Form 10-K                   [X] Form 10-Q
              [ ] Form 20-F  [ ] Form 11-K    [ ] Form N-SAR

For Period Ended: January 31, 2011
                 ------------------------
[ ] Transition Report on Form 10-K    [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K    [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR

For the Transition Period Ended:

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

                               Baron Energy, Inc.
                            -------------------------
                             Full Name of Registrant


                            -------------------------
                            Former Name if Applicable

                                392 W. Mill St.
            ---------------------------------------------------------
            Address of Principal Executive Office (Street and Number)

                            New Braunfels, TX 78130
                            ------------------------
                            City, State and Zip Code

PART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X]  (a) The reasons  described  in  reasonable  detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

[X]  (b) The subject annual report,  semi-annual  report,  transition  report on
     Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion  thereof,  will be filed
     on or before the fifteenth  calendar day following the prescribed due date;
     or the  subject  quarterly  report or  transition  report on Form 10-Q,  or
     portion thereof will be filed on or before the fifth calendar day following
     the prescribed due date; and

[ ]  (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.

PART III - NARRATIVE

State below in reasonable  detail the reasons why the Form 10-K and Form 10-KSB,
11-K, 20-F, 10-Q and Form 10-QSB,  N-SAR, or other transition  report or portion
thereof, could not be filed within the prescribed period.

     Baron Energy, Inc. (the "Registrant") was not able to timely file its
annual report on Form 10-Q for the period ended January 31, 2011 (the "10-Q") by
the prescribed due date of March 17, 2011 because the Registrant's independent
auditor, GBH CPAs PC, ("Auditors") has not yet completed its audit of the
financial statements to be included in the 10-Q due to the Registrant's
inability to complete the presentation of its financial statements and provide
the financial statements to the Auditors for its audit a reasonable time prior
to March 17, 2011.

PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

           Lisa P. Hamilton               830              608-0300
           -------------------------------------------------------------
           (Name)                     (Area Code)     (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports), been filed? If answer is no,
     identify report(s).                                          [ ] YES [X] NO

     Form 10-K for the period ended July 31, 2010

     Form 10-Q for the period ended October 31, 2010

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings statement to be included in the subject report or portion thereof?
                                                                  [ ] YES [X] NO

If so, attach an explanation of the anticipated change,  both narratively,  and,
if  appropriate,  state the  reasons  why a  reasonable  estimate of the results
cannot be made.

                               Baron Energy, Inc.
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date March 17, 2011                     By: /s/ Lisa P. Hamilton
                                            ------------------------------------
                                         Name:  Lisa P. Hamilton
                                         Title: Executive Vice President and CFO