Current Report Filing (8-k)

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

        Date of Report (date of earliest event reported): July 17, 2014

                        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)

        300 S.C.M. Allen Parkway
               Suite 400
           San Marcos, TX                                         78666
(Address of principal executive offices)                        (Zip Code)

                                 [phone]
               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 the 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 July 17, 2014, the board of directors of Baron Energy, Inc. ("our, "us") authorized the issuance of 4,000,000 shares of our common stock to our Chairman, President, and CEO, Ronnie L. Steinocher, in lieu of $120,000 of cash compensation, leaving $80,000 owed through June 30, 2014. The price per share of $0.03 was based on the average closing price of our common stock for the last five trading days in June 2014. On July 17, 2014, the board of directors of Baron Energy, Inc. ("our, "us") authorized the issuance of 4,000,000 shares of our common stock to our Executive Vice President and CFO, Lisa P. Hamilton, in lieu of $120,000 of cash compensation, leaving $83,250 owed through June 30, 2014. The price per share of $0.03 was based on the average closing price of our common stock for the last five trading days in June 2014. 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: July 23, 2014 By: /s/ Ronnie L. Steinocher ----------------------------------------- Name: Ronnie L. Steinocher Title: President and Chief Executive Officer 2