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