BROE Baron Energy Inc (CE)

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): August 7, 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) (512) 392-5775 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 August 8, 2014, the Company sold 250,000 shares of its Series A Convertible Preferred Stock to Petro Capital Energy Credit, LLC for a consideration of $250,000, or $1.00 per share. On August 7, 2014, the Company issued 2,602,354 shares of its Series A Convertible Preferred Stock to 6 parties in exchange for extinguishment of existing promissory note debt obligations and accrued interest thereon in the aggregate amount of $2,602,354 ($1.00 per share). The recipients of our securities are "accredited investors" and acquired the securities for investment purposes only without a view to distribution. Furthermore, the investors had access to information concerning us and our business prospects; there was no general solicitation or advertising for such acquisition of our securities; and the securities are restricted pursuant to Rule 144. 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: August 11, 2014 By: /s/ Ronnie L. Steinocher ----------------------------------------- Name: Ronnie L. Steinocher Title: President and Chief Executive Officer 2

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