Baron Energy (BROE)

[OilStockReport]

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On October 5, 2011, the board of directors of Baron Energy, Inc. ("our, "us") authorized the issuance of 1,500,000 shares of our common stock to our Chairman, President, and CEO, Ronnie L. Steinocher in lieu of $75,000 of cash compensation, leaving $57, 250 owed through September 30, 2011. The price per share of $0.05 was based on the average closing price of our common stock for the last five trading days in September 2011.

On October 5, 2011, the board of directors of Baron Energy, Inc. ("our, "us") authorized the issuance of 1,500,000 shares of our common stock to our Executive Vice President and CFO, Lisa P. Hamilton in lieu of $75,000 of cash compensation, leaving $119,250 owed through September 30, 2011. The price per share of $0.05 was based on the average closing price of our common stock for the last five trading days in September 2011.

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.