UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





x Annual Report
Pursuant to Section 13 Or 15(d) Of The Securities Exchange Act Of
1934





for the
fiscal year endedSeptember
30, 2008





or





 ̈ Transition Report
Pursuant to Section 13 Or 15(d) Of The Securities Exchange Act Of
1934





For the
transition period from _____to _____





COMMISSION
FILE NUMBER: 000-52565





BALD EAGLE ENERGY
INC.


(Exact
name of registrant as specified in its charter)





Nevada
                              
                              72-1619354(State or other jurisdiction of incorporation or organization)
                              
                              (I.R.S. Employer Identification No.)21 Waterway Avenue, The Woodlands, Texas
                              
                              77380(Address of principal executive offices)
                              
                              (Zip Code)





(281)
362-2821


Registrant's
telephone number





Securities
      registered pursuant to Section 12(b) of the Exchange Act:
                      NONE.Securities
      registered pursuant to Section 12(g) of the Exchange Act:
                      Common
      Stock, $0.001 Par Value Per
Share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. o Yes   þ
No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. o Yes   þ
No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.   þ
Yes    ̈
No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   þ





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act:





Large accelerated filer   ̈
              
              Accelerated
      filer   ̈Non-accelerated
      filer   ̈
              
              Smaller
      reporting company þ





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).   o
Yes   þ No





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of the last business day of the registrant's
most recently completed fiscal quarter was $53,923,950, based upon a closing bid
of the registrant's common stock as reported by the OTC Bulletin Board on that
date of $0.75 per share.  There were 72,960,267 shares of the
registrant's common stock outstanding as of January 13, 2009.








BALD
EAGLE ENERGY INC.





ANNUAL
REPORT ON FORM 10-K


FOR
THE YEAR ENDED SEPTEMBER 30, 2008





INDEX




PAGEPART
      IITEM
      1.
                                            Business.
                                            
                                            1ITEM
      1A.
                                            Risk
      Factors.
                                            
                                            5ITEM
      1B.
                                            Unresolved
      Staff Comments.
                                            
                                            8ITEM
      2.
                                            Properties.
                                            
                                            8ITEM
      3.
                                            Legal
      Proceedings.
                                            
                                            8ITEM
      4.
                                            Submission
      of Matters to a Vote of Security Holders.
                                            
                                            8PART
      IIITEM
      5.
                                            Market for Registrant's Common
      Equity, Related Stockholder Matters and Issuer Purchases ofEquity
      Securities.
                                            
                                            9ITEM
      6.
                                            Selected
      Financial Data.
                                            
                                            10ITEM
      7.
                                            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                                            
                                            10ITEM
      7A.
                                            Quantitative
      and Qualitative Disclosures About Market Risk.
                                            
                                            13ITEM
      8.
                                            Financial
      Statements and Supplementary Data.
                                            
                                            13ITEM
      9.
                                            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
                                            
                                            14ITEM
      9A(T).
                                            Controls
      and Procedures.
                                            
                                            14ITEM
      9B.
                                            Other
      Information.
                                            
                                            14PART
      IIIITEM
      10.
                                            Directors,
      Executive Officers and Corporate Governance.
                                            
                                            16ITEM
      11.
                                            Executive
      Compensation.
                                            
                                            17ITEM
      12.
                                            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
                                            
                                            17ITEM
      13.
                                            Certain
      Relationships and Related Transactions, and Director
      Independence.
                                            
                                            18ITEM
      14.
                                            Principal
      Accountant Fees and Services.
                                            
                                            19PART
      IVITEM
      15.
                                            Exhibits,
      Financial Statement Schedules.
                                            
                                            20SIGNATURES
                                            
                                            
                                            21


i


PART
I





Certain
statements contained in this Annual Report on Form 10-K constitute
"forward-looking statements." These statements, identified by words such as
"plan," "anticipate," "believe," "estimate," "should," "expect," and similar
expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under the captions "Risk Factors" beginning on
page 5, "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
beginning on page 10, and elsewhere in this Annual Report. We advise you to
carefully review the reports and documents we file from time to time with the
Securities and Exchange Commission (the "SEC"), particularly our Quarterly
Reports on Form 10-Q and our Current Reports on Form 8-K.





As used
in this Annual Report, the terms "we," "us," "our," "Bald Eagle," and the
"Company" mean Bald Eagle Energy Inc. and its subsidiaries, unless otherwise
indicated. All dollar amounts in this Annual Report are expressed in U.S.
dollars, unless otherwise indicated.





ITEM
1.             BUSINESS.





OVERVIEW





Our
company was incorporated under the laws of the state of Nevada on October 12,
2005 under the name "Columbus Ventures Inc."  We amended our Articles
of Incorporation to change our name as of July 21, 2008 to "Bald Eagle Energy
Inc." in order to more accurately reflect our current principal business
activities, which are the acquisition, exploration and development of oil and
natural gas properties and prospects.





We are an
exploration stage company engaged in the acquisition, exploration and
development of oil and natural gas properties and prospects.  We
currently own a 100% working interest (representing a net revenue interest of
78.33%) of the record title in an aggregate 18,418 acres located within the
State of Alaska's North Slope hydrocarbon province under six (6) separate leases
(the "North Slope Leases").  We acquired our interest in the North
Slope Leases under the terms of a purchase agreement we entered into on April
18, 2008 (the "Purchase Agreement").  We completed our acquisition of
the North Slope Leases on November 7, 2008.  The North Slope Leases
give us the exclusive right to drill for, extract, remove, process and dispose
of oil and natural gas and associated substances in the geographic areas covered
by these leases, subject to their terms.  The initial primary term of
each North Slope Lease begins on February 1, 2007 and expires on January 31,
2012, unless it is extended for production or as otherwise provided under the
terms of that lease.





The total
purchase price for the North Slope Leases under the Purchase Agreement is
$621,608, which has been paid in full.  As part of the transfer, the
sellers reserved an overriding royalty interest equal to 5% of 8/8ths, in
addition to the 16.67% royalty interest that is reserved by the State of
Alaska, which will apply to all renewals and extensions of the North Slope
Leases.





The
Company plans to act as a non-operator, which means the Company will not
directly engage in exploration, drilling or development operations, but instead
will exploit the Company's assets by seeking joint ventures with oil and natural
gas companies that have exploration, development and production
expertise.





Before we
acquired the North Slope Leases, the Company's principal asset was a 100%
undivided interest in certain Cheryl Comego mineral claims, which consisted of
12 units located in the Province of British Columbia, Canada, referred to as the
"Comego Property."  The Comego Property consists of approximately 630
acres located at the headwaters of the Chemainus River, approximately 20 miles
east of the City of Nanaimo, on Vancouver Island.  On April 18, 2008,
as a result of the Company's decision to acquire the North Slope Leases, the
Company allowed its interests in the Comego Property, which were held by our
wholly-owned British Columbia subsidiary, CMBS Explorations Inc., to lapse. As a
result, the Company no longer has any rights to the minerals on the Comego
Property.





We have
not earned any revenues to date.  We are presently in the exploration
stage of our business and we can provide no assurance that we will discover
commercially exploitable levels of oil and natural gas resources on the North
Slope Leases or any other properties we may acquire, or if such deposits are
discovered, that we will enter into further substantial exploration
programs.


1




Compliance
with Government Regulations





Enterprises
that sell securities in public markets are subject to regulatory oversight by
agencies such as the SEC.  This regulatory oversight imposes on the
Company the responsibility for establishing and maintaining disclosure controls
and procedures that will ensure that material information relating to the
Company is made known to management and that the financial statements and other
information included in submissions to the SEC do not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made in such submissions not misleading. Compliance with some of
these regulations is costly, and regulations are subject to change.





State of Alaska Oil and Gas
Leases.  The Company owns a 100% working interest (representing
a net revenue interest of 78.33%) of the record title in the properties subject
to the six (6) separate North Slope Leases we hold in the State of Alaska's
North Slope hydrocarbon province.  The North Slope Leases give us the
exclusive right to drill for, extract, remove, process and dispose of oil and
natural gas and associated substances in the 18,418 acres covered by the North
Slope Leases.  The initial primary term of each North Slope Lease
begins on February 1, 2007 and expires on January 31, 2012, unless it is
extended for production or as otherwise provided under the terms of the
applicable lease.





The
following is a brief outline of the requirements associated with the North Slope
Leases.





·
            The
      Company must pay annual rental to the State of Alaska in accordance with
      the following rental schedule:





Ø
            for
      the first year, $1.00 per acre or fraction of an
  acre;





Ø
            for
      the second year, $1.50 per acre or fraction of an
  acre;





Ø
            for
      the third year, $2.00 per acre or fraction of an
  acre;





Ø
            for
      the fourth year, $2.50 per acre or fraction of an acre;
  and





Ø
            for
      the fifth year and following years, $3.00 per acre or fraction of an
      acre.





Consequently,
the Company will incur significant expenses regardless of our success in
exploring for oil and gas on the North Slope Leases.  Additionally,
the State of Alaska may increase the annual rental rate as provided by law if
the North Slope Leases are extended beyond the primary term.





·
            In
      the event of a commercial oil discovery and the commencement of oil
      production on the North Slope Leases, the Company will pay a royalty of
      16.67% to the State of Alaska and an overriding royalty of 5% to the
      previous owners of the North Slope Leases.  In addition, the
      Company will be required to pay "production tax" to the State of Alaska.
      The basic production tax rate will be 25% of the calculated operating
      profit.  In addition to this base rate, an additional
      "progressivity tax" will be added when the net operating profit (i.e. the
      price after deducting allowable costs) exceeds $30/bbl.  This
      additional tax will be calculated at 0.4% of any operating profit between
      $30/bbl and $92.5/bbl.   Above $92.5/bbl, the progressivity
      tax will increase at a rate of 0.1% for each additional dollar of profit
      per bbl over $92.5/bbl.  The maximum "progressivity tax" rate is
      50%, which applies when the operating profit exceeds
      $340/bbl.  Also, the Company's profits would be subject to
      Federal Income Tax (estimated 36% rate) and State Income Tax (estimated 4%
      rate).





Compliance
with Environmental Regulations





The
Company's operations are subject to stringent and complex federal, state and
local laws and regulations governing environmental protection as well as the
discharge of materials into the environment. These laws and regulations may,
among other things:




·
            require
      the acquisition of various permits before seismic or drilling operations
      commence;





·
            enjoin
      some or all of the operations of facilities deemed in non-compliance with
      permits;





·
            restrict
      the types, quantities and concentration of various substances that can be
      released into the environment in connection with oil and gas drilling,
      production and transportation
activities;





·
            limit
      or prohibit drilling or other activities on certain lands lying within
      wilderness, wetlands and other protected areas;
  and


2




·
            require
      remedial measures to mitigate pollution from former and ongoing
      operations, such as requirements to close pits and plug abandoned
      wells.





These
laws, rules and regulations may also restrict the rate of oil and gas production
to a level that is below the rate that would otherwise be possible. The
regulatory burden on the oil and gas industry increases the cost of doing
business in the industry and consequently affects profitability. Additionally,
federal and state legislatures and regulatory agencies frequently revise
environmental laws and regulations, and the clear trend in environmental
regulation is to place more restrictions and limitations on activities that may
affect the environment. Any changes that result in more stringent and costly
waste handling, disposal and cleanup requirements for the oil and gas industry
could have a significant impact on the Company's operating costs.




The
following is a summary of some of the existing laws, rules and regulations to
which the Company's business operations are subject.




Waste Handling.The Resource
Conservation and Recovery Act ("RCRA") and comparable state statutes regulate
the generation, transportation, treatment, storage, disposal and cleanup of
hazardous and non-hazardous wastes. Under the auspices of the federal
Environmental Protection Agency ("EPA"), the individual states administer some
or all of the provisions of RCRA, sometimes in conjunction with their own, more
stringent requirements. Drilling fluids, produced waters and most of the other
wastes associated with the exploration, development and production of crude oil
or gas are currently regulated under RCRA's non-hazardous waste provisions.
However, it is possible that certain oil and gas exploration and production
wastes now classified as non-hazardous could be classified as hazardous wastes
in the future. Any such change could result in an increase in the Company's
costs to manage and dispose of wastes, which could have a material adverse
effect on the Company's results of operations and financial position. Also, in
the course of the Company's operations, it may in the future generate nominal
amounts of ordinary industrial wastes, such as paint wastes, waste solvents, and
waste oils, that may be regulated as hazardous wastes.




Wastes
containing naturally occurring radioactive materials ("NORM") may also be
generated in connection with the exploration and development of the Company's
properties. Certain processes used to produce oil and gas may enhance the
radioactivity of NORM, which may be present in oilfield wastes. NORM is not
subject to regulation under the Atomic Energy Act of 1954, or the Low Level
Radioactive Waste Policy Act. NORM is subject primarily to individual state
radiation control regulations. In addition, NORM handling and management
activities are governed by regulations promulgated by the Occupational Safety
and Health Administration ("OSHA"). These state and OSHA regulations impose
certain requirements concerning worker protection, including the treatment,
storage and disposal of NORM waste, the management of waste piles, containers
and tanks containing NORM and restrictions on the uses of land with NORM
contamination.




Comprehensive Environmental
Response, Compensation and Liability Act.The Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), also known as the Superfund
law, imposes joint and several liability, without regard to fault or legality of
conduct, on classes of persons who are considered to be responsible for the
release of a hazardous substance into the environment. These persons include the
current and past owner or operator of the site where the release occurred, and
anyone who disposed or arranged for the disposal of a hazardous substance
released at the site. Under CERCLA, such persons may be subject to joint and
several liability for the costs of cleaning up the hazardous substances that
have been released into the environment, for damages to natural resources and
for the costs of certain health studies. In addition, it is not uncommon for
neighboring landowners and other third parties to file claims for personal
injury and property damage allegedly caused by the hazardous substances released
into the environment.




Water Discharges and Use.The
Clean Water Act ("CWA") and analogous state laws impose restrictions and strict
controls with respect to the discharge of pollutants, including spills and leaks
of oil and other substances, into certain regulated waters of the United States.
The discharge of pollutants into regulated waters is prohibited, except in
accordance with the terms of a permit issued by EPA or an analogous state
agency. The CWA and regulations implemented thereunder also prohibit the
discharge of dredge and fill material into regulated waters, including wetlands,
unless authorized by an appropriately issued permit. Spill prevention, control
and countermeasure requirements of federal laws require appropriate containment
beams and similar structures to help prevent the contamination of navigable
waters in the event of a petroleum hydrocarbon tank spill, rupture or leak.
Federal and state regulatory agencies can impose administrative, civil and
criminal penalties for non-compliance with discharge permits or other
requirements of the CWA and analogous state laws and
regulations.


3


The
primary federal law imposing liability for oil spills is the Oil Pollution Act
("OPA"), which sets minimum standards for prevention, containment and cleanup of
oil spills. OPA applies to vessels, offshore facilities and onshore facilities,
including exploration and production facilities that may affect waters of the
United States. Under OPA, responsible parties, including owners and operators of
onshore facilities, may be subject to oil spill cleanup costs and natural
resource damages as well as a variety of public and private damages that may
result from oil spills.




Air Emissions.The Federal
Clean Air Act ("CAA") and comparable state laws regulate emissions of various
air pollutants through air emissions permitting programs and the imposition of
other requirements. Such laws and regulations may require a facility to obtain
pre-approval for the construction or modification of certain projects or
facilities expected to produce air emissions or result in the increase of
existing air emissions, obtain or strictly comply with air permits containing
various emissions and operational limitations, or utilize specific emission
control technologies to limit emissions of certain air pollutants. In addition,
the EPA has developed, and continues to develop, stringent regulations governing
emissions of toxic air pollutants at specified sources. Moreover, states can
impose air emissions limitations that are more stringent than the federal
standards imposed by the EPA. Federal and state regulatory agencies can also
impose administrative, civil and criminal penalties for non-compliance with air
permits or other requirements of the CAA and associated state laws and
regulations.




Permits
and related compliance obligations under the CAA, as well as changes to state
implementation plans for controlling air emissions in regional non-attainment
areas, may require the Company to incur future capital expenditures in
connection with the addition or modification of existing air emission control
equipment and strategies for gas and oil exploration and production operations.
In addition, some gas and oil production facilities may be included within the
categories of hazardous air pollutant sources, which are subject to increasing
regulation under the CAA. Failure to comply with these requirements could
subject a regulated entity to monetary penalties, injunctions, conditions or
restrictions on operations and enforcement actions. Gas and oil exploration and
production facilities may be required to incur certain capital expenditures in
the future for air pollution control equipment in connection with obtaining and
maintaining operating permits and approvals for air emissions.




Global Warming and Climate Change.Recent scientific studies have suggested that emissions of certain gases,
commonly referred to as "greenhouse gases" and including carbon dioxide and
methane, may be contributing to warming of the Earth's atmosphere. In response
to such studies, the United States Congress is actively considering legislation
to reduce emissions of greenhouse gases. In addition, several states have
already taken legal measures to reduce emissions of greenhouse gases. Passage of
climate control legislation or other regulatory initiatives by Congress or
various states or the adoption of regulations by the EPA and analogous state
agencies that restrict emissions of greenhouse gases in areas in which the
Company conducts business could have an adverse effect on the Company's
operations and demand for oil and gas.




The
Company believes it is in substantial compliance with all existing environmental
laws and regulations applicable to the Company's current operations and that its
continued compliance with existing requirements will not have a material adverse
impact on the Company's financial condition and results of operations. For
instance, the Company did not incur any material capital expenditures for
remediation or pollution control activities for the fiscal year ended September
30, 2008. Additionally, the Company is not aware of any environmental issues or
claims that will require material capital expenditures during 2009. However,
accidental spills or releases may occur in the course of the Company's
operations, and the Company cannot give any assurance that it will not incur
substantial costs and liabilities as a result of such spills or releases,
including those relating to claims for damage to property and persons. Moreover,
the Company cannot give any assurance that the passage of more stringent laws or
regulations in the future will not have a negative impact on the Company's
business, financial condition and results of operations.





Competition





We are an
exploration stage company.  We compete with other oil and natural gas
resource exploration and development companies for financing and for the
acquisition of new oil and natural gas properties.  Many of the oil
and natural gas resource exploration and development companies with whom we
compete have greater financial and technical resources than we do. Accordingly,
these competitors may be able to spend greater amounts to acquire oil and
natural gas properties, to explore their oil and natural gas properties and to
develop their oil and natural gas properties. In addition, they may be able to
afford greater geological expertise in the targeting and exploration of oil and
natural gas properties. This competition could result in competitors being able
to pay more than we can for properties we would like to acquire, having oil and
natural gas properties of greater quality and generating greater interest from
prospective investors who may finance additional exploration and development.
This competition could adversely impact our ability to finance further
acquisition and exploration of new properties and to achieve the financing
necessary for us to develop our oil and natural gas properties.


4





Employees





Effective
March 12, 2008, Lubow Klauser resigned as our Chief Executive Officer, Chief
Financial Officer, President, Secretary and Treasurer, at which time our Board
of Directors appointed Alvaro Vollmers as our Chief Executive Officer, Chief
Financial Officer, President, Secretary and Treasurer.  Ms. Klauser
also resigned as our sole director pursuant to a Share Cancellation Agreement
dated March 20, 2008, at which time Alvaro Vollmers became our sole
director.  Mr. Vollmers currently serves as an outside consultant to
the Company, pursuant to the terms of an independent contractor agreement
between him and the Company.  Mr. Vollmers is serving as our Chief
Financial Officer on an interim basis until we are able to hire a full-time
employee to serve in that capacity.





Effective
September 15, 2008, the Board of Directors appointed Andrew S. Harper to serve
as President and Chief Executive Officer in place of Mr. Vollmers, who continues
to serve as our Chief Financial Officer, Secretary and
Treasurer.  Additionally, the Board of Directors, in connection with
Mr. Harper's engagement as our President and Chief Executive Officer, elected
Mr. Harper to serve as an additional director to serve until his successor is
duly elected and qualified.





We have
no employees other than Mr. Harper as of the date of this Annual
Report.  We conduct our business largely through the utilization of
consultants, including Mr. Vollmers.





Research
and Development Expenditures





We have
not incurred any research and development expenditures since our
incorporation.





Patents
and Trademarks





We do not
own, either legally or beneficially, any patents or trademarks.





ITEM
1A.          RISK
FACTORS.





If
we do not obtain additional financing, our business will fail.





Our
operating funds are not sufficient to meet the anticipated costs of completing
our exploration program on the North Slope Leases.  Therefore, we will
need to obtain additional financing in order to complete our full business
plan.  As of September 30, 2008, we had cash on hand in the amount of
$47,170.  We have not earned any income since our inception. Our plan
of operation calls for significant expenses in connection with the exploration
of our oil and natural gas leases.





We
currently do not have any arrangements for financing and we may not be able to
obtain financing when required. Obtaining additional financing would be subject
to a number of factors outside of our control, including the results from our
exploration program, and any unanticipated problems relating to our oil and
natural gas exploration activities, including environmental assessments and
additional costs and expenses that may exceed our current estimates. These
factors may make the timing, amount, terms or conditions of additional financing
unavailable to us, in which case our business will fail.





We
anticipate that we will incur the following expenses over the next twelve
months:





Category
                    
                    Planned
      Expenditures Over
                      The Next 12 Months (US $)General
      & Administrative
                    
                    $
                    530,000Geological
      & Geophysical
                    
                    $
                    2,492,688TOTAL
                    
                    $
                    3,022,688





If our
forecast regarding anticipated expenses is inaccurate, we may need to raise
additional funds beyond what we have forecasted.  There can be no
assurance that additional financing will be available when needed on favorable
terms, or at all.


5





We
have yet to earn revenue and our ability to sustain our operations is dependent
on our ability to raise financing. As a result, our accountants believe there is
substantial doubt about our ability to continue as a going concern.





We have
accrued net losses of $712,698 for the period from our inception on October 12,
2005 to September 30, 2008, and have no revenues to date.  Our future
is dependent upon our ability to obtain financing and upon future profitable
operations from the development of oil and natural gas leases, including the
North Slope Leases.  These factors raise substantial doubt that we
will be able to continue as a going concern. LBB & Associates Ltd., LLP,
Certified Public Accountants, our independent auditors, have expressed
substantial doubt about our ability to continue as a going concern. This opinion
could materially limit our ability to raise additional funds by issuing new debt
or equity securities or otherwise.  If we fail to raise sufficient
capital when needed, we will not be able to complete our business
plan.  As a result we may have to liquidate our business and investors
may lose their investment. Investors should consider our auditor's comments when
determining if an investment in Bald Eagle is suitable.





Because
of the unique difficulties and uncertainties inherent in oil and natural gas
exploration ventures, we face a high risk of business failure.





Investors
should be aware of the difficulties normally encountered by new oil and natural
gas exploration companies and the high rate of failure of such
enterprises.  The likelihood of success must be considered in light of
the problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the oil and natural gas properties that we
plan to undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.  The North Slope Leases do
not contain known oil and natural gas deposits and, therefore, any program
conducted on the North Slope Leases would be an exploratory search for oil and
natural gas.  There is no certainty that any expenditures made in the
exploration of the North Slope Leases will result in discoveries of commercial
quantities of oil and natural gas. Most exploration projects do not result in
the discovery of commercially producible oil and natural gas deposits. Problems
such as unusual or unexpected geological conditions or operational difficulties
are common to oil and natural gas exploration activities and often result in
unsuccessful exploration efforts. If the results of our exploration program do
not reveal viable commercial oil and natural gas deposits, we may decide to
abandon the North Slope Leases and acquire new leases for new exploration. Our
ability to acquire additional leases will be dependent upon our possessing
adequate capital resources when needed. If no funding is available, we may be
forced to abandon our operations.





Geological
conditions are variable and unpredictable and heighten exploration
risk.





Oil and
gas exploration and development involves a higher degree of risk and few
properties that are explored are ultimately developed into producing properties.
Even if production is commenced from a well, the production will inevitably
decline and may be affected or terminated by changes in geological conditions
that cannot be foreseen or remedied. A change in geological conditions may
render a discovery uneconomic.





The
market price for oil and natural gas is volatile and determined by factors
beyond our control.  Failure to accurately forecast prices may result
in financial losses.





Market
prices for oil and natural gas may fluctuate widely from time to time depending
on international demand, production and other factors that cannot be foreseen. A
decline in price may render a discovery uneconomic resulting in unforeseen
losses. If a discovery becomes uneconomic due to declining prices, funds spent
to develop the discovery might not be recoverable, leading to financial
losses.





We
have no known oil and natural gas reserves and if we cannot find any, we may
have to cease operations.





We have
no oil and natural gas reserves. If we do not find any commercially exploitable
oil and natural gas reserves or if we cannot complete the exploration of any oil
and natural gas reserves, either because we do not have the money to do so or
because it is not economically feasible to do so, we may have to cease
operations and our investors may lose their investments. Oil and natural gas
exploration is highly speculative. It involves many risks and is often
non-productive. Even if we are able to find oil and natural gas reserves on the
North Slope Leases, our production capability will be subject to further risks
including:





·
            the
      costs of bringing the property into production, including exploration
      work, preparation of production feasibility studies, and construction of
      production facilities, all of which we have not budgeted
    for;





·
            the
      availability and costs of
financing;





·
            the
      ongoing costs of production; and





·
            environmental
      compliance regulations and
restraints.


6


The
marketability of any oil and natural gas acquired or discovered may be affected
by numerous factors which are beyond our control and which cannot be accurately
predicted, such as market fluctuations, the lack of adequate facilities and
processing equipment near the North Slope Leases, and other factors such as
government regulations, including regulations relating to allowable production,
the importing and exporting of oil and natural gas, and environmental
protection.





Given the
above-noted risks, the chances of our finding and commercially exploiting
reserves on our oil and natural gas leases are remote and funds expended on
exploration are subject to the risk of being lost.





Because
of the inherent dangers involved in oil and natural gas exploration, there is a
risk that we may incur liability or damages as we conduct our
business.





The
search for valuable oil and natural gas deposits involves numerous hazards. As a
result, we may become subject to liability for such hazards, including
pollution, hydrocarbon spills and other hazards against which we cannot insure
or against which we may elect not to insure. At the present time we have no
insurance to cover against these hazards. The payment of such liabilities may
result in our inability to complete our planned exploration program and/or
obtain additional financing to fund our exploration program.





As
we undertake exploration of our oil and natural gas leases, we will be subject
to compliance with government regulation that may increase the anticipated cost
of our exploration program.





There are
several governmental regulations that materially restrict oil and natural gas
exploration. We will be subject to state and federal laws of the State of Alaska
and the United States of America as we carry out our exploration program on the
North Slope Leases.  We may be required to obtain work permits, post
bonds and perform remediation work for any physical disturbance to the land in
order to comply with these laws. If we enter the development and production
phase, the cost of complying with permit and regulatory environment laws will be
greater because the impact on the project area is greater. Permits and
regulations will control all aspects of the development and production program
if the project continues to that stage.





We
may conduct further offerings in the future in which case investors'
shareholdings will be diluted.





Since our
inception, we have relied on sales of our common stock to fund our operations.
We may conduct further equity offerings in the future to finance our current
projects or to finance subsequent projects that we decide to undertake. If
common stock is issued in return for additional funds, the price per share could
be lower than that paid by our current stockholders.  We anticipate
continuing to rely on equity sales of our common stock in order to fund our
business operations. If we issue additional stock shares, then our existing
investors' percentage ownership of our common stock will be diluted. The result
of this could reduce the value of current investors' stock.





Because
our stock is a penny stock, shareholders will be more limited in their ability
to sell their stock.





The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a price of less than $5.00 per share, other than securities registered on
certain national securities exchanges or quoted on the Nasdaq system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or quotation system. Because our
securities constitute "penny stocks" within the meaning of the rules, the rules
apply to us and to our securities. The rules may further affect the ability of
owners of shares to sell our securities in any market that might develop for
them. As long as the quotation price of our common stock is less than $5.00 per
share, the common stock will be subject to penny stock rules. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock, to
deliver a standardized risk disclosure document prepared by the SEC,
that:





·
            contains
      a description of the nature and level of risk in the market for penny
      stocks in both public offerings and secondary
  trading;





·
            contains
      a description of the broker's or dealer's duties to the customer and of
      the rights and remedies available to the customer with respect to a
      violation to such duties or other requirements of securities
      laws;





·
            contains
      a brief, clear, narrative description of a dealer market, including bid
      and ask prices for penny stocks and the significance of the spread between
      the bid and ask price;





·
            contains
      a toll-free telephone number for inquiries on disciplinary
      actions;





·
            defines
      significant terms in the disclosure document or in the conduct of trading
      in penny stocks; and


7





·
            contains
      such other information and is in such form, including language, type, size
      and format, as the SEC shall require by rule or
  regulation.





The
broker-dealer also must provide the customer, prior to effecting any transaction
in a penny stock, with: (a) bid and offer quotations for the penny stock; (b)
the amount of compensation of the broker-dealer and its salesperson in the
transaction; (c) the number of shares to which such bid and ask prices apply, or
other comparable information relating to the depth and liquidity of the market
for such stock; and (d) monthly account statements showing the market value of
each penny stock held in the customer's account. In addition, the penny stock
rules require that, prior to a transaction in a penny stock not otherwise exempt
from those rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written acknowledgment of the receipt of a risk disclosure
statement, a written agreement to transactions involving penny stocks, and a
signed and dated copy of a suitably written statement. These disclosure
requirements may have the effect of reducing the trading activity in the
secondary market for our stock.





ITEM
1B.          UNRESOLVED STAFF
COMMENTS.





None.





ITEM
2.             PROPERTIES.





We
currently do not own any physical property or own any real property, other than
our interests in the North Slope Leases.  We acquired the North Slope
Leases in November 2008, and we have not undertaken any exploration or
development of the properties.





We rent
temporary office space at 21 Waterway Avenue, The Woodlands, Texas, pursuant to
a Service Agreement, which expires October 31, 2009.  The office space
consists of approximately 170 square feet, which we rent at a cost of $2,500 per
month.  We rent a virtual office at 2911 Turtle Creek Boulevard, Suite
300, Dallas, Texas, on a month-to-month basis pursuant to an Office and Services
Agreement that expires March 31, 2009, at a cost of approximately $238 per
month.  Additionally, we rent a virtual office in Anchorage, Alaska on
a month-to-month term, at a cost of approximately $224 per month.





ITEM
3.             LEGAL
PROCEEDINGS.





None.





ITEM
4.             SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.





On July
14, 2008, by consent resolution, stockholders holding a majority of the issued
and outstanding common stock of the Company approved an amendment to the
Company's Articles of Incorporation changing the name of the Company from
"Columbus Ventures Inc." to "Bald Eagle Energy Inc."  The Company
filed its Definitive Information Statement on Schedule 14C on June 30, 2008 and
the amendment as approved by the stockholders was effected with the State of
Nevada on July 21, 2008.


8


PART
II





ITEM
5.             MARKET
FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITES.





Market
Information





Shares of
our common stock are currently quoted on the Over-The-Counter Bulletin Board
("OTCBB") under the symbol "BEEI."  The following table summarizes the
high and low historical closing prices reported by the OTCBB Historical Data
Service for the periods indicated.  OTCBB quotations reflect
inter-dealer prices, without retail mark-up, mark down or commissions, so those
quotes may not represent actual transactions.





High
                      
                      
                      LowFourth
      Quarter 2008
                      
                      $
                      1.30
                      
                      
                      $
                      0.62Third
      Quarter 2008 (June 26 – June 30)
                      
                      $
                      1.05
                      
                      
                      $
                      1.02





Previously,
our shares of common stock traded on the OTCBB under the symbol "CBUS",
commencing June 19, 2007.  On May 5, 2008, we approved a 4 to 1
forward split of the Company’s common stock, at which time our OTCBB symbol
changed to "CLBV".  Effective July 21, 2008, we amended our Articles
of Incorporation to change our name from "Columbus Ventures Inc." to "Bald Eagle
Energy Inc."  As a result of the name change, our OTCBB symbol changed
to "BEEI" effective as of July 21, 2008.  Although our shares became
eligible for quotation on the OTCBB in June 2007, the high and low bid
information for our common stock while it was trading through June 25, 2008 was
not available from the OTCBB.





As
of January 12, 2009, there were 15 market makers in the Company's common
stock, as reported on the OTCBB website.





The
transfer agent and registrar for our common stock is Empire Stock Transfer Inc.,
2470 Saint Rose Pkwy, Suite 304, Henderson, NV 89074; Tel: 702-818-5898, Fax:
702-974-1444; e-mail: info@empirestock.com.





Holders
of Our Common Stock





As of
January 13, 2009, we have 72,960,267 shares of our common stock issued and
outstanding that are held of record by 12 registered stockholders.





Dividends





We have
not declared any dividends on our common stock since our inception on October
12, 2005.  There are no dividend restrictions that limit our ability
to pay dividends on our common stock in our Articles of Incorporation or
Bylaws.  Our governing statute, Chapter 78 of the Nevada Revised
Statutes (the "NRS"), does provide limitations on our ability to declare
dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring
dividends where, after giving effect to the distribution of the
dividend:





·
            we
      would not be able to pay our debts as they become due in the usual course
      of business; or





·
            our
      total assets would be less than the sum of our total liabilities plus the
      amount that would be needed, if we were to be dissolved at the time of
      distribution, to satisfy the preferential rights upon dissolution of
      stockholders who may have preferential rights and whose preferential
      rights are superior to those receiving the distribution (except as
      otherwise specifically allowed by our Articles of
      Incorporation).


9





Recent
Sales of Unregistered Securities





All
unregistered sales of our equity securities made during the fiscal year ended
September 30, 2008 have been reported by us in our Quarterly Reports or in our
Current Reports filed with the SEC during the year.





Use
of Proceeds





We have
used our common stock to raise money for our acquisition of the North Slope
Leases, for corporate expenses and to repay outstanding
indebtedness.





ITEM
6.             SELECTED
FINANCIAL DATA.





Not
applicable.





ITEM
7.             MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.





CRITICAL
ACCOUNTING POLICIES





We have
identified certain accounting policies, described below, that are most important
to the portrayal of our current financial condition and results of operations.
Our significant accounting policies are disclosed in the notes to the audited
financial statements included in this Annual Report.





Exploration
Stage Company





We comply
with Financial Accounting Standards Board ("FASB") Statement No. 7 and
Securities and Exchange Commission Act Guide 7 in our characterization as an
exploration stage company.





Oil
& Gas Rights


The
Company accounts for oil and natural gas properties by the successful efforts
method. Leasehold acquisition costs are capitalized. If proven reserves are
found on an undeveloped property, leasehold cost is transferred to proved
properties. Under this method of accounting, costs relating to the development
of proved areas are capitalized when incurred.
 
 Depreciation
and depletion of producing oil and natural gas properties is recorded based on
units of production. Unit rates are computed for unamortized drilling and
development costs using proved developed reserves and for unamortized leasehold
costs using all proved reserves. Statement of Financial Accounting Standards
(“SFAS”) No. 19 requires that acquisition costs of proved properties be
amortized on the basis of all proved reserves, developed and undeveloped and
that capitalized development costs (wells and related equipment and facilities)
be amortized on the basis of proved developed reserves. Under SFAS No. 143,
estimated asset retirement costs are recognized when the asset is placed in
service, and are amortized over proved developed reserves using the units of
production method. Asset retirement costs are estimated by the Company’s
engineers using existing regulatory requirements and anticipated future
inflation rates.
  Geological,
geophysical and dry hole costs on oil and natural gas properties relating to
unsuccessful wells are charged to expense as incurred.
  Upon sale
or retirement of complete fields of depreciable or depleted property, the book
value thereof, less proceeds or salvage value, is charged or credited to income.
On sale or retirement of an individual well the proceeds are credited to
accumulated depreciation and depletion.
  Oil and
natural gas properties are reviewed for impairment when facts and circumstances
indicate their carrying value may not be recoverable. The Company assesses
impairment of capitalized costs of natural gas and oil properties by comparing
net capitalized costs to estimated undiscounted future net cash flows using
expected prices. If net capitalized costs exceed estimated future discounted
cash flows, no impairment is deemed necessary. The Company did not recognize any
impairment during the fiscal year ended September 30, 2008.


Exploration
Costs





Exploration
costs are expensed as they are incurred.





PLAN
OF OPERATION





Our plan
of operation for the next twelve months is to fully evaluate the
exploration potential of the six North Slope Leases in the Alaska North Slope
petroleum province and to plan and prepare for the first exploration field
operations on those leases, which would be new seismic data acquisition during
the winter season of 2010.  In addition, we plan to evaluate further
new exploration opportunities in Alaska, focusing in the North Slope
area.





We
changed the Company's focus to oil and gas explorations and began the process of
acquiring the Alaska North Slope Leases on April 18, 2008 and, due to our
investments in this effort, we have experienced losses since that time. As at
September 30, 2008, we have a working capital deficit of $202,635. During the
fiscal year ended September 30, 2008, we completed financings totaling
$1,031,500, in which we issued 1,830,000 common shares.





10


We
currently do not have sufficient funds to execute our plan of operation for the
next twelve months and we will therefore require additional funds. We have
relied principally on the issuance of common stock by private placements to
raise funds to finance our business. There is no assurance that market
conditions will continue to permit us to raise funds when required. If possible,
we will issue more common stock at prices we find to be acceptable,
which may dilute the value of our common stock.





Our
business model is to utilize the services of oil industry expert consultants,
and we do not expect any significant increases in the number of employees in the
near future.





We are an
exploration stage company with limited operations and have not yet received
revenues from operations, generated profitability or experienced positive cash
flow from operations. We currently have no properties with any known deposits of
oil or gas.  Andrew S. Harper, our Chief Executive Officer and
President, has extensive experience in the oil and gas industry with specific
industry experience in exploration operations and new ventures
evaluation.





If we are
successful in securing further exploration interests in Alaska leases, we will
be obliged to pay rentals and complete work programs to maintain our interests
in good standing. There can be no certainty as to the costs of future lease
acquisitions and exploration work programs; however, we will require additional
funds to discharge our obligations and exploration work programs whether the
interests are acquired through joint venture or through competitive lease sales.
We do not have sufficient capital to satisfy potential future exploration
expenditures and we will rely principally on the issuance of common stock to
raise funds to finance the expenditures that we expect to incur should we secure
exploration interests. Failure to raise additional funds will result in the
failure to meet our obligations and the relinquishment of our interest in any
future leases acquired. We have relied principally on the issuance of common
stock in private placements to raise funds to support our business but there can
be no assurance that we will be successful in raising additional funds through
the issuance of additional equity.





We do not
expect any significant purchases of plants and equipment or any increase in the
number of employees in the near future.





RESULTS
OF OPERATIONS AND COMPARISON OF THE YEAR ENDED SEPTEMBER 30, 2008 TO THE YEAR
ENDED SEPTEMBER 30, 2007





Summary
      of Year End ResultsYear
      Ended
                                  September 30, 2008
                                
                                
                                Year
      Ended
                                  September 30, 2007
                                
                                
                                Percentage
                                  Increase/DecreaseRevenue
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                
                                0Expenses
                                
                                $
                                (598,991
                                )
                                
                                $
                                (61,027
                                )
                                
                                
                                882
                                %Net
      Loss
                                
                                $
                                (598,991
                                )
                                
                                $
                                (61,027
                                )
                                
                                
                                882
                                %





Revenue





We have
not earned any revenues to date.





Expenses





Our
operating expenses for the years ended September 30, 2008 and September 30, 2007
are outlined in the table below:





Year
      Ended
                              September 30, 2008
                            
                            
                            Year
      Ended
                              September 30, 2007
                            
                            
                            Percentage
                              Increase/DecreaseGeneral
      & Administrative
                            
                            $
                            591,009
                            
                            
                            $
                            61,287
                            
                            
                            
                            864
                            %Geological
      & Geophysical
                            
                            $
                            7,500
                            
                            
                            $
                            0
                            
                            
                            
                            100
                            %Foreign
      Exchange (Gain)
                            
                            $
                            (367
                            )
                            
                            $
                            (260
                            )
                            
                            
                            (41
                            )%Interest
      Expense
                            
                            $
                            849
                            
                            
                            $
                            0
                            
                            
                            
                            100
                            %Total
      Operating Expenses
                            
                            $
                            598,991
                            
                            
                            $
                            61,027
                            
                            
                            
                            882
                            %





Accounting
and legal fees are included in general and administrative and during
the fiscal year ended September 30, 2008 relate primarily to expenses incurred
in connection with our ongoing reporting obligations under the Securities
Exchange Act of 1934 (the "Exchange Act").





We
anticipate our operating expenses will increase as we undertake our exploration
seismic program for the North Slope Leases.  We anticipate our
accounting and legal expenses will also increase as a result of our ongoing
reporting requirements under the Exchange Act.


11





LIQUIDITY
AND CAPITAL RESOURCES




Working Capital


At September 30, 2008
                
                
                At September 30, 2007
                
                
                Percentage
                  Increase/DecreaseCurrent
      Assets
                
                $
                47,170
                
                
                $
                14,504
                
                
                
                225
                %Current
      Liabilities
                
                $
                (249,805
                )
                
                $
                (28,040
                )
                
                
                (791
                )%Working
      Capital (Deficit)
                
                $
                (202,635
                )
                
                $
                (13,536
                )
                
                
                (1,397
                )%




Cash Flows


Year Ended
                    September 30, 2008
                  
                  
                  Year Ended
                    September 30, 2007Cash
      Flows used in Operating Activities
                  
                  $
                  (363,035
                  )
                  
                  $
                  (70,815
                  )Cash
      Flows from (used in) Investing Activities
                  
                  $
                  (621,608
                  )
                  
                  $
                  0Cash
      Flows from (used in) Financing Activities
                  
                  $
                  1,017,309
                  
                  
                  $
                  19,975Net
      Increase (Decrease) in Cash During Period
                  
                  $
                  32,666
                  
                  
                  $
                  (50,840
                  )





The
increase in our working capital at September 30, 2008 from September 30, 2007,
and the increase in our cash used during the fiscal year ended September 30,
2008, from the comparable period ended September 30, 2007 are primarily
attributable to: (i) the expenses associated with meeting our ongoing reporting
obligations under the Exchange Act; (ii) the expenses involved in acquiring the
North Slope Leases; and (iii) the fact that we had no revenue and our only
source of financing came from various private offerings of unregistered
securities.





The
Company received certain marketing services from a media marketing consulting
agency as part of the development of the Company's initial marketing
campaign. The amount was accrued for as of September 30, 2008. As of
January 13, 2009, the Company still owes this vendor $169,000. The
Company has agreed to pay the vendor $10,000 on January 16, 2009,
and$22,714
on each of February 10, March 10, April 10, May 10, June 10, July 10 and August
10, 2009.





Financing
Requirements





As at
September 30, 2008, we had cash on hand in the amount of $47,170.  We
will require additional financing to sustain our business operations if we are
not successful in exploring and developing our leased properties and earning
revenues.  We currently do not have any arrangements for financing and
we may not be able to obtain financing when required.  Obtaining
additional financing would be subject to a number of factors, including the
various items referenced in Risk Factors (see Section 1A), beginning on page
5.  These factors may make the timing, amount, terms or conditions of
additional financing unavailable to us.





From
inception on October 12, 2005 to September 30, 2008, we have used our common
stock to raise money for our acquisition of the North Slope Leases, for
corporate expenses and to repay outstanding indebtedness.  Since our
inception, we have incurred aggregate losses in the amount of $712,698 and net
cash outflows from operations and are dependent upon obtaining financing to
pursue any extensive explorationactivities.  We
expect to continue to incur substantial losses until we complete the development
of our business.  For these reasons, our auditors stated in their
report to our audited financial statements for the fiscal year ended September
30, 2008 that they have substantial doubt that we will be able to continue as a
going concern.  We anticipate continuing to rely on private sales of
our common stock in order to continue to fund our business
operations.  Issuances of additional shares will result in dilution to
our existing shareholders.  There is no assurance that we will achieve
any additional sales of our equity securities or arrange for debt or other
financing to fund our planned exploration activities.





OFF-BALANCE
SHEET ARRANGEMENTS





We have
no off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, revenues, expenses, results
of operations, liquidity, capital expenditures or capital resources that are
material to our stockholders.


12





ITEM
7A.          QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Not
applicable.





ITEM
8.             FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.





Index
to Financial Statements:





Audited
financial statements as of September 30, 2008, including:




1.
                Report
      of Independent Registered Public Accounting Firm2.
                Balance
      Sheet as of September 30, 2008 and 20073.
                Statements
      of Operations for the years ended September 30, 2008 and 2007, and the
      period from October 12, 2005 (date of inception) to September 30,
      20084.
                Statements
      of Cash Flows for the years ended September 30, 2008 and 2007, and the
      period from October 12, 2005 (date of inception) to September 30,
      20085.
                Statement
      of Stockholders' Equity (Deficit) for the period from October 12, 2005
      (date of inception) to September 30, 20086.
                Notes
      to Financial Statements




13


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors of


Bald
Eagle Energy, Inc. (formerly known as Columbus Ventures, Inc.)




The
Woodlands, TX





We have
audited the accompanying balance sheet of Bald Eagle Energy, Inc. (formerly
known as Columbus Ventures, Inc.) (the "Company") as of September 30, 2008 and
2007, and the related statements of operations, stockholders' equity, and cash
flows for the years then ended and for the period from October 12, 2005
(inception) through September 30, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Bald Eagle Energy, Inc. (formerly
known as Columbus Ventures, Inc.) as of September 30, 2008 and 2007, and the
results of its operations and its cash flows for the years then ended and
for the period from October 12, 2005 (inception) through September 30, 2008 in
conformity with accounting principles generally accepted in the United States of
America.





As
discussed in Note 1 to the financial statements, the Company's absence of
significant revenues, recurring losses from operations, and its need for
additional financing in order to fund its projected loss in 2009 raise
substantial doubt about its ability to continue as a going concern. The 2008
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





LBB &
Associates Ltd., LLP





Houston,
Texas


December
31, 2008


F-1





BALD
EAGLE ENERGY INC.


(An
Exploration Stage Company)


BALANCE
SHEETS


September
30, 2008 and 2007





2008
                          
                          
                          2007ASSETSCurrentCash
                          
                          $
                          47,170
                          
                          
                          $
                          14,504Total
      current assets
                          
                          
                          47,170
                          
                          
                          
                          14,504Oil
      and gas rights
                          
                          
                          621,608
                          
                          
                          
                          14,504Total
      assets
                          
                          
                          668,778
                          
                          
                          
                          14,504LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CurrentAccounts
      payable and accrued liabilities
                          
                          
                          234,994
                          
                          
                          
                          8,065Payroll
      Liabilities
                          
                          
                          9,027
                          
                          
                          
                          -Loan
      payable - related party
                          
                          
                          5,784
                          
                          
                          
                          19,975Total
      current liabilities
                          
                          
                          249,805
                          
                          
                          
                          28,040Capital
      stockAuthorized:400,000,000 common voting stock, $0.001 par value100,000,000 preferred stock, $0.001 par valueIssued
      and outstanding:71,898,600
      and 130,068,600 common shares outstanding at September 30, 2008 and 2007,
      respectively
                          
                          
                          71,899
                          
                          
                          
                          130,069Additional
      paid-in-capital
                          
                          
                          1,059,772
                          
                          
                          
                          (29,898
                          )Deficit
      accumulated during the exploration stage
                          
                          
                          (712,698
                          )
                          
                          
                          (113,707
                          )Total
      stockholders' equity (deficit)
                          
                          
                          418,973
                          
                          
                          
                          (13,536
                          )Total
      liabilities and stockholders' equity (deficit)
                          
                          $
                          668,778
                          
                          
                          $
                          14,504





The
accompanying notes are an integral part of these financial
statements.


F-2




BALD
EAGLE ENERGY INC.


(An
Exploration Stage Company)


STATEMENTS
OF OPERATIONS


For the
Years Ended September 30, 2008 and 2007


For the
Period October 12, 2005 (Date of Inception) to September 30, 2008





2008
                                  
                                  
                                  2007
                                  
                                  
                                  October 12, 2005
                                    (Date of Inception) to
                                    September 30, 2008ExpensesGeneral
      & Administrative
                                  
                                  $
                                  591,491
                                  
                                  
                                  $
                                  61,027
                                  
                                  
                                  $
                                  695,499Mineral
      property acquisition and  exploration costs
                                  
                                  
                                  7,500
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  17,199Net
      loss for the period
                                  
                                  $
                                  598,991
                                  
                                  
                                  $
                                  61,027
                                  
                                  
                                  $
                                  712,698Basic
      loss per share
                                  
                                  $
                                  (0.01
                                  )
                                  
                                  $
                                  (0.00
                                  )Weighted
      average number of common shares outstanding
                                  
                                  
                                  98,460,701
                                  
                                  
                                  
                                  130,068,600





The
accompanying notes are an integral part of these financial
statements.


F-3




BALD
EAGLE ENERGY INC.


(An
Exploration Stage Company)


STATEMENTS
OF CASH FLOWS


For the
Years Ended September 30, 2008 and 2007


For the
Period October 12, 2005 (Date of Inception) to September 30, 2008





2008
                        
                        
                        2007
                        
                        
                        October 12, 2005 (Date
                          of Inception) to
                          September 30, 2008Cash
      flows from operating activities:Operating
      ActivitiesNet
      loss
                        
                        $
                        (598,991
                        )
                        
                        $
                        (61,027
                        )
                        
                        $
                        (712,698
                        )Add:  Impairment
      of mineral property
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        9,699Adjustments
      to reconcile net loss to net cash used in operating
    activityAccounts
      payable
                        
                        
                        226,929
                        
                        
                        
                        (9,788
                        )
                        
                        
                        234,994Payroll
      liabilities
                        
                        
                        9,027
                        
                        
                        
                        
                        
                        
                        
                        9,027Cash
      (used in) operating activities
                        
                        
                        (363,035
                        )
                        
                        
                        (70,815
                        )
                        
                        
                        (458,978
                        )Investing
      ActivityMineral
      property acquisition and exploration costs
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (9,699
                        )Lease
      acquisitions
                        
                        
                        (621,608
                        )
                        
                        
                        -
                        
                        
                        
                        (621,608
                        )Cash
      (used in) investing activities
                        
                        
                        (621,608
                        )
                        
                        
                        -
                        
                        
                        
                        (631,307
                        )Financing
      ActivitiesNet
      proceeds from (payments on) loan payable – related party
                        
                        
                        (14,191
                        )
                        
                        
                        19,975
                        
                        
                        
                        5,784Issuance
      of common stock for cash
                        
                        
                        1,031,500
                        
                        
                        
                        -
                        
                        
                        
                        1,131,671Cash
      (provided by) financing activities
                        
                        
                        1,017,309
                        
                        
                        
                        19,975
                        
                        
                        
                        1,137,455Net
      increase (decrease) in cash
                        
                        
                        32,666
                        
                        
                        
                        (50,840
                        )
                        
                        
                        47,170Cash,
      beginning of the period
                        
                        $
                        14,504
                        
                        
                        $
                        65,344
                        
                        
                        $
                        -Cash,
      end of the period
                        
                        $
                        47,170
                        
                        
                        $
                        14,504
                        
                        
                        $
                        47,170SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      paid for interest
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Cash
      paid for income taxes
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -





The
accompanying notes are an integral part of these financial
statements.


F-4




BALD
EAGLE ENERGY INC.


(An
Exploration Stage Company)


STATEMENTS
OF STOCKHOLDERS' EQUITY (DEFICIT)


For the
Period October 12, 2005 (Date of Inception) to September 30, 2008





Common Stock
                
                
                Additional
                  Paid-in
                
                
                Deficit Accumulated
                  duringNumber
                
                
                Par Value
                
                
                Capital
                
                
                exploration stage
                
                
                TotalCapital
      stock issued for cash: - at $0.001
                
                
                130,068,600
                
                
                $
                130,069
                
                
                $
                (29,898
                )
                
                $
                –
                
                
                $
                100,171Net
      loss for the period October 12, 2005 (Inception) to September 30,
      2006
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (52,680
                )
                
                
                (52,680
                )Balance,
      as at September 30, 2006
                
                
                130,068,600
                
                
                
                130,069
                
                
                
                (29,898
                )
                
                
                (52,680
                )
                
                
                47,491Net
      loss for the year
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (61,027
                )
                
                
                (61,027
                )Balance,
      as at September 30, 2007
                
                
                130,068,600
                
                
                
                130,069
                
                
                
                (29,898
                )
                
                
                (113,707
                )
                
                
                (13,536
                )Share
      cancellation: 60M shares
                
                
                (60,000,000
                )
                
                
                (60,000
                )
                
                
                60,000
                
                
                
                –
                
                
                
                –Capital
      stock issued for cash:- at $0.001
                
                
                1,830,000
                
                
                
                1,830
                
                
                
                1,029,670
                
                
                
                
                
                
                
                1,031,500Net
      loss for the year
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (598,991
                )
                
                
                (598,991
                )Balance,
      as at September 30, 2008
                
                
                71,898,600
                
                
                $
                71,899
                
                
                $
                1,059,772
                
                
                $
                (712,698
                )
                
                $
                418,973





The
accompanying notes are an integral part of these financial
statements.


F-5




BALD
EAGLE ENERGY INC.


(An
Exploration Stage Company)


NOTES TO
THE FINANCIAL STATEMENTS


September
30, 2008 and 2007


(Stated
in US Dollars)





Note
1    Nature and Continuance of
Operations





Bald
Eagle Energy Inc. (the "Company") is in the exploration stage.  The
Company currently owns a 100% working interest (a net revenue interest of
78.33%) of the record title under six (6) separate leases in the State of
Alaska's North Slope hydrocarbon province wherein the Company has acquired the
exclusive right to drill for, extract, remove, process and dispose of oil and
natural gas and associated substances, and has not yet determined whether this
property contains reserves that are economically recoverable.  The
recoverability of amounts from the property will be dependent upon the discovery
of economically recoverable reserves, the ability of the Company to obtain
necessary financing to satisfy the expenditure requirements under the property
agreement and to complete the development of the property and upon future
profitable production of proceeds from the sale thereof.





These
financial statements have been prepared on a going concern basis.  The
Company has accumulated losses of $712,698 since inception, has yet to achieve
profitable operations and has a working capital deficit of $202,635. Its ability
to continue as a going concern is dependent upon the ability of the Company to
generate profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due. Management plans to continue to provide
for its capital needs by issuing equity securities. These financial statements
do not include any adjustments relating to the amount and classification of
assets and liabilities that may be necessary should the Company be unable to
continue as a going concern.





Our
company was incorporated under the laws of the state of Nevada on October 12,
2005 under the name "Columbus Ventures Inc."  We amended our Articles
of Incorporation to change our name effective July 21, 2008 to "Bald Eagle
Energy Inc." in order to more accurately reflect our current business
activities, being the acquisition and exploration of oil and natural gas
properties and prospects.





Note
2    Summary of Significant
Accounting Policies





The
financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates, which have been made using careful judgment.
Actual results may vary from these estimates.





The
financial statements have, in management's opinion been properly prepared within
the framework of the significant accounting policies summarized
below:





Exploration Stage
Company





The
Company complies with Financial Accounting Standards Board ("FASB") Statement
No. 7 and Securities and Exchange Commission Act Industry Guide 7 in its
characterization as an exploration stage company.





Cash and Cash
Equivalents





Cash
consists of cash on deposit with high quality major financial institutions, and
to date the Company has not experienced losses on any of its
balances.  For purposes of the balance sheet and statement of cash
flows, the Company considers all highly liquid instruments with original
maturity of three months or less at the time of issuance to be cash
equivalents.  At September 30, 2008, the Company had no cash
equivalents.





Oil & Gas
Rights


The Company accounts for oil and natural gas properties by the
successful efforts method. Leasehold acquisition costs are capitalized. If
proven reserves are found on an undeveloped property, leasehold cost is
transferred to proved properties. Under this method of accounting, costs
relating to the development of proved areas are capitalized when
incurred.
 
 Depreciation
and depletion of producing oil and natural gas properties is recorded based on
units of production. Unit rates are computed for unamortized drilling and
development costs using proved developed reserves and for unamortized leasehold
costs using all proved reserves. Statement of Financial Accounting Standards
(“SFAS”) No. 19 requires that acquisition costs of proved properties be
amortized on the basis of all proved reserves, developed and undeveloped and
that capitalized development costs (wells and related equipment and facilities)
be amortized on the basis of proved developed reserves. Under SFAS No. 143,
estimated asset retirement costs are recognized when the asset is placed in
service, and are amortized over proved developed reserves using the units of
production method. Asset retirement costs are estimated by the Company’s
engineers using existing regulatory requirements and anticipated future
inflation rates.
  Geological,
geophysical and dry hole costs on oil and natural gas properties relating to
unsuccessful wells are charged to expense as incurred.
  Upon sale
or retirement of complete fields of depreciable or depleted property, the book
value thereof, less proceeds or salvage value, is charged or credited to income.
On sale or retirement of an individual well the proceeds are credited to
accumulated depreciation and depletion.
  Oil and
natural gas properties are reviewed for impairment when facts and circumstances
indicate their carrying value may not be recoverable. The Company assesses
impairment of capitalized costs of natural gas and oil properties by comparing
net capitalized costs to estimated undiscounted future net cash flows using
expected prices. If net capitalized costs exceed estimated future discounted
cash flows, no impairment is deemed necessary. The Company did not recognize any
impairment during the fiscal year ended September 30,
2008.


F-6


Exploration
Costs





Exploration
costs are expensed as incurred.





Environmental
Costs





Environmental
expenditures that relate to current operations are expensed or capitalized as
appropriate. Expenditures that relate to an existing condition caused by past
operations, and which do not contribute to current or future revenue generation,
are expensed.  Liabilities are recorded when environmental assessments
and/or remedial efforts are probable, and the cost can be reasonably
estimated.  Generally, the timing of these accruals coincides with the
earlier of completion of a feasibility study or the Company's commitments to a
plan of action based on the then known facts.





Advertising
Costs





Advertising
costs are expensed when incurred.  For the period ended September 30,
2008, the Company expensed $430,650.





Reclassifications





Certain
2007 amounts have been reclassified to conform to 2008
presentation.





Foreign Currency
Translation





Transactions
undertaken in currencies other than the functional currency of the entity are
translated using the exchange rate in effect as of the transaction date. Any
exchange gains and losses are included in the Statement of
Operations.





Income
Taxes





The
Company uses the asset and liability method of accounting for income taxes
pursuant to SFAS No. 109 "Accounting for Income Taxes". Under the assets and
liability method of SFAS No. 109, deferred tax assets and liabilities are
recognized as future tax consequences attributable to temporary differences
between the financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.





Basic and Diluted Loss Per
Share





The
Company reports "basic loss per share" in accordance with the SFAS No. 128,
"Earnings Per Share".  "Basic loss per share" is computed using the
weighted average number of shares outstanding during the period.





Diluted
loss per share has not been provided, as it would be antidilutive.





Financial
Instruments





The
Company's financial instruments consist of cash, accounts payable and accrued
liabilities and a loan payable. Unless otherwise noted, in the opinion of
management, the Company is not exposed to significant interest, currency or
credit risk arising from these financial instruments. The fair value of these
financial instruments approximates their carrying values unless otherwise
noted.





Comprehensive
Loss





SFAS No.
130, "Reporting Comprehensive Income" establishes standards for the reporting
and display of comprehensive loss and its components in the financial
statements.  As at September 30, 2008, the Company has no items that
represent a comprehensive loss and, therefore, has not included a schedule of
comprehensive loss in the financial statements.





Asset Retirement
Obligations





The
Company has adopted SFAS No. 143 "Accounting for Asset Retirement Obligations",
which requires that an asset retirement obligation ("ARO") associated with the
retirement of a tangible long-lived asset be recognized as a liability in the
period which it is incurred and becomes determinable, with an offsetting
increase in the carrying amount of the associated asset.





The cost
of the tangible asset, including the initially recognized ARO, is depleted, such
that the cost of the ARO is recognized over the useful life of the
asset.  The ARO is recorded at fair value, and accretion expense is
recognized over time as the discounted liability is accreted to its expected
settlement value.  The fair value of the ARO is measured using
expected future cash flow, discounted at the Company's credit-adjusted risk-free
interest rate.  To date, no significant asset retirement obligation
exists due to the early stage of exploration. Accordingly, no liability has been
recorded.


F-7


Impairment of Long-Lived
Assets





In
accordance with SFAS No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets", the Company records impairment losses on long-lived assets
used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount.  In such cases, the amount of the
impairment is determined based on the relative fair values of the impaired
assets.





Recent Accounting
Pronouncement





The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flows.





Note
3     Mineral Property and Oil
& Gas Leases





Part 1: Alaska North Slope Oil
and Gas Leases





The
Company currently owns a 100% working interest (a net revenue interest of
78.33%) of the record title under six (6) separate leases (the “Leases”) in the
State of Alaska’s North Slope hydrocarbon province wherein we acquired the
exclusive right to drill for, extract, remove, process and dispose of oil and
natural gas and associated substances.  The parcels subject to the
North Slope Leases acquired by the Company constitute an aggregate total of
18,418 acres.  The initial primary term of each Lease begins on
February 1, 2007 and expires on January 31, 2012, unless it is extended for
production or as otherwise provided under the terms of the Lease.





The
Company must pay annual rental to the State of Alaska in accordance with the
following rental schedule:





·
            for
      the first year, $1.00 per acre or fraction of an acre, which results in
      aggregate annual rent of $18,418;





·
            for
      the second year, $1.50 per acre or fraction of an acre, which results in
      aggregate annual rent of $27,627;





·
            for
      the third year, $2.00 per acre or fraction of an acre, which results in
      aggregate annual rent of $36,836;





·
            for
      the fourth year, $2.50 per acre or fraction of an acre, which results in
      aggregate annual rent of $46,045;
and





·
            for
      the fifth year and following years, $3.00 per acre or fraction of an acre,
      which results in aggregate annual rent of
  $55,254;





Consequently,
the Company will incur significant expenses regardless of our success in
exploring for oil and gas on these leases.  The State of Alaska may
increase the annual rental rate as provided by law if the North Slope Leases are
extended beyond the primary term.





The total
purchase price for the North Slope Leases was $621,608, which has been paid in
full.  As part of the transfer, the sellers (Samuel H. Cade and Daniel
K. Donkel) reserved an overriding royalty interest equal to 5% of 8/8ths, in
addition to the 16.67% royalty interest reserved by the State of Alaska, which
will apply to all renewals and extensions of the North Slope Leases. The
application for assignment of the North Slope Leases to the Company was
completed and submitted to the State of Alaska Department of Natural Resources
on November 14, 2008.





Part 2: Comego Mineral Claims,
British Columbia, Canada





Prior to
its pursuit of the Alaska North Slope Leases, the Company’s principal asset was
a 100% undivided interest in the Cheryl Comego mineral claims (12 units) located
in the Province of British Columbia, Canada, referred to as the “Comego
Property,” consisting of an area of approximately 630 acres located at the
headwaters of the Chemainus River, approximately 20 miles east of the City of
Nanaimo, on Vancouver Island. On April 18, 2008, as a result of the Company’s
decision to proceed with the acquisition of the North Slope Leases, the Company
allowed its interests in the Comego Property, which were held by our
wholly-owned British Columbia subsidiary, CMBS Explorations Inc., to lapse in
order to avoid the need for further expenditures. As a result, the Company no
longer has any rights to the minerals on the Comego Property


F-8


Note
4    Loan
Payable





A
consultant to the Company has advanced $59,935, of which $5,784 remains
outstanding at September 30, 2008.  The loan is repayable on demand,
unsecured and bears an interest rate of 8% per annum.





Note
5    Common Stock and
Warrants





On May 5,
2008, the Company approved a 4 to 1 forward split of the Company’s common stock,
which has been recorded retroactively on the balance sheets, the statements of
operations and notes to the financial statements.  On March 20, 2008,
the controlling shareholders of the Company agreed to surrender for cancellation
60,000,000 shares (post-split) in connection with the acquisition of shares by
new investors.  All references in the accompanying financial
statements to the number of shares of common stock and loss per share have been
retroactively restated to reflect the stock split.





During
the years ended September 30, 2008, and 2007, the Company issued 2,145,000
and -0- warrants, respectively, to investors in connection with
private placements of the Company’s common stock, which have exercise prices
ranging from $0.35 to $1.00 per share.  The warrants can be exercised
at any time and expire at various dates from April 14, 2011 through September
29, 2011.




As of
September 30, 2008, none of the total warrants issued for private placements
have been exercised; none have been forfeited; none have expired; and 2,145,000
remain outstanding, all of which are vested and exercisable.  At
September 30, 2008, the remaining weighted average contractual life was
approximately 2.7 years.





The
following is a summary of warrants issued in connection with stock
offerings:





2008
                                    
                                    
                                    2007Number of
                                      Shares
                                    
                                    
                                    Weighted average
                                      exercise price
                                    
                                    
                                    Number of
                                      Shares
                                    
                                    
                                    Weighted average
                                      exercise priceOutstanding,
      beginning of year
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Issued
                                    
                                    
                                    2,145,000
                                    
                                    
                                    $
                                    0.68
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Exercised
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Expired
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Outstanding,
      end of year
                                    
                                    
                                    2,145,000
                                    
                                    
                                    $
                                    0.68
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Warrants
      exercisable at end of year
                                    
                                    
                                    2,145,000
                                    
                                    
                                    $
                                    0.68
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -





Private
Placements





On April
15, 2008, the Company issued 600,000 common shares at $0.25, along with warrants
for the purchase of 600,000 shares of common stock at an exercise price of $0.35
each, exercisable at any time and which expire April 14, 2011, to one
non-affiliated non-U.S. person for total proceeds of $150,000.


F-9


On May
22, 2008, the Company issued 500,000 common shares at $0.50, along with warrants
for the purchase of 500,000 shares of common stock at an exercise price of $0.70
each, exercisable at any time and which expire May 21, 2011, to one
non-affiliated non-U.S. person for total proceeds of $250,000.





On June
4, 2008, the Company issued 300,000 common shares at $0.50, along with warrants
for the purchase of 300,000 shares of common stock at an exercise price of $0.70
each, exercisable at any time and which expire June 3, 2011, to one
non-affiliated non-U.S. person for total proceeds of $150,000.





On July
31, 2008, the Company issued 430,000 common shares at $0.70, along with warrants
for the purchase of 430,000 shares of common stock at an exercise price of $1.00
each, exercisable at any time and which expire July 31, 2011, to one
non-affiliated non-U.S. person for total proceeds of $301,000.





On August
12, 2008, the Company subscribed 115,000 common shares at $0.70, along with
warrants for the purchase of 115,000 shares of common stock at an exercise price
of $1.00 each, exercisable at any time and which expire August 12, 2011, to one
non-affiliated non-U.S. person for total proceeds of $80,500.





On
September 29, 2008, the Company subscribed 200,000 common shares at $0.50, along
with warrants for the purchase of 200,000 shares of common stock at an exercise
price of $0.75 each, exercisable at any time and which expire September 29,
2011, to one non-affiliated non-U.S. person for total proceeds of
$100,000.




As at
September 30, 2008, there were no outstanding stock options.





Note 6    Contractual
Obligations





The
Company has no significant commitments or contractual obligations with any
parties respecting executive compensation, consulting arrangements or other
matters, except as disclosed.  Rental of its premises in The
Woodlands, Texas is $2,500 per month pursuant to a Services Agreement, which
expires October 31, 2009.





Note 7    Income
Taxes





The
significant components of the Company's deferred tax assets are as
follows:





a) Income
Tax Provision





The
provision for income taxes differs from the result that would be obtained by
applying the statutory income tax rate of 34% to income before income taxes. The
difference results from the following item:





October 1, 2007 to
                    September 30, 2008
                  
                  
                  October 1, 2006 to
                    September 30, 2007Computed
      benefit of income taxes at statutory rate
                  
                  $
                  204,000
                  
                  
                  $
                  (20,749
                  )Increase
      in valuation allowance
                  
                  $
                  (204,000
                  )
                  
                  $
                  20,749Income
      tax provision
                  
                  $
                  -
                  
                  
                  $
                  -


F-10





b)
Significant component of the Company's deferred income tax assets are as
follows:





September 30, 2008
                  
                  
                  September 30, 2007Deferred
      income tax assets
                  
                  $
                  239,000
                  
                  
                  $
                  20,749Valuation
      allowance
                  
                  $
                  (239,000
                  )
                  
                  $
                  (20,749
                  )Net
      deferred tax assets
                  
                  $
                  
                  
                  
                  $
                  0





c) The
Company has incurred operating losses of approximately $712,698, which, if
unutilized, will expire through to 2028. Subject to certain restrictions, the
Company has mineral property expenditures of $9,699 available to reduce future
taxable income. Future tax benefits, which may arise as a result of these losses
and mineral property expenditures, have not been recognized in these financial
statements, and have been offset by a valuation allowance.




Note 8 Subsequent Events


On
November 11, 2008, the Company issued 280,000 common shares at $0.25, along with
warrants for the purchase of 280,000 shares of common stock at an exercise price
of $0.45 each, exercisable at any time and which expire November 12, 2011, to
one non-affiliated non-U.S. person for total proceeds of $70,000.
 
 On
December 3, 2008, the Company issued 466,667 common shares at $0.15, along with
warrants for the purchase of 466,667 shares of common stock at an exercise price
of $0.30 each, exercisable at any time and which expire December 3, 2011, to one
non-affiliated non-U.S. person for total proceeds of
$70,000.


F-11


ITEM
9.             CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.





On
October 19, 2007, we received a notice dated October 6, 2007 that Telford
Sadovnick, P.L.L.C. ("Telford Sadovnick"), our independent public accountants,
resigned as our auditors. Telford Sadovnick stated that they were resigning as
our independent auditor due to the fact that Telford Sadovnick had withdrawn its
registration with the Public Company Accounting Oversight Board and is no longer
able to audit United States issuers of securities.





Telford
Sadovnick's reports on our financial statements for the period from October 12,
2005 (inception) to September 30, 2006 did not contain an adverse opinion or
disclaimer of opinion, nor were they modified or qualified as to uncertainty,
audit scope or accounting principles, with the exception of a statement
regarding the uncertainty of our ability to continue as a going
concern.





During
the period from October 12, 2005 (inception) to September 30, 2006 and any
subsequent interim period up to and including the date of resignation, there
were no disagreements between the Company and Telford Sadovnick on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved to the satisfaction of Telford
Sadovnick, would have caused it to make reference to the subject matter of the
disagreement in connection with Telford Sadovnick's report for the financial
statements for the past year and any subsequent interim period up to and
including to the date of Telford Sadovnick's resignation as our independent
auditors.





On
October 29, 2007 our Board of Directors appointed LBB & Associates Ltd., LLP
("LBB") as our new independent registered public accounting firm following the
resignation of Telford Sadovnick. Prior to its appointment as independent
accountants, we did not consult LBB on any of the matters referenced in Item
304(a)(2) of Regulation S-B.





ITEM
9A(T).     CONTROLS AND PROCEDURES.





Under the
supervision and with the participation of our management, including the Chief
Executive Officer and Chief Financial Officer, we have evaluated the
effectiveness of our disclosure controls and procedures as required by Exchange
Act Rule 13a-15(b) as of the end of the period covered by this report. Based on
that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that these disclosure controls and procedures are
effective.




Internal
Controls over Financial Reporting
 
 Internal
control over financial reporting refers to the process designed by, or under the
supervision of, our Chief Executive Officer and Chief Financial Officer, and
effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles, and includes those policies and
procedures that:
 ·
                pertain to the maintenance of records that in reasonable detail
      accurately and fairly reflect the transactions and dispositions of our
      assets;
 ·
                provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorization of our management and
      directors; and
 ·
                provide reasonable assurance regarding prevention or timely
      detection of unauthorized acquisitions, use or disposition of our assets
      that could have a material effect on the financial
    statements.
 Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations. Internal
control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management overrides. Because of such
limitations, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial
reporting process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Management is responsible
for establishing and maintaining adequate internal control over financial
reporting for the Company.
 
 Currently,
management and Board review are being utilized to mitigate the risk of material
misstatement in financial reporting, and also to ensure that existing internal
controls remain effective. Based on this assessment, management has concluded
that our internal control over financial reporting was effective as of September
30, 2008.
 
 This
Annual Report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Our internal control over financial reporting was not subject to
attestation by our independent registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only management’s report in
this Annual Report.
 
 There has
been no change in our internal controls over financial reporting during our most
recent fiscal year that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial
reporting.




Limitations
on the Effectiveness of Controls





Our
management, including our Chief Executive Officer and Chief Financial Officer,
does not expect that our disclosure controls or our internal control over
financial reporting will prevent or detect all errors and all
fraud.  A control system, no matter how well designed and operated,
can provide only reasonable, not absolute, assurance that the control system's
objectives will be met.  The design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs.  Further, because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any, within the
Company have been detected.  These inherent limitations include the
realities that judgments in decision-making can be faulty and that breakdowns
can occur because of simple error or mistake.  Controls can also be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the controls.  The design of any
system of controls is based in part on certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future
conditions.  Projections of any evaluation of controls effectiveness
to future periods are subject to risks.  Over time, controls may
become inadequate because of changes in conditions or deterioration in the
degree of compliance with policies or procedures.





ITEM
9B.          OTHER
INFORMATION.





Adoption
of Code Of Ethics





On
January 15, 2008, we adopted a Code of Ethics applicable to our Chief Executive
Officer, Chief Financial Officer, Corporate Controller and certain other finance
executives, which is a "code of ethics" as defined by applicable rules of the
SEC.  Each director and officer of the Corporation must comply with
the letter and spirit of the Code of Ethics.  This purpose of the Code
of Ethics is to:


14





·
            focus
      the Board of Directors and each director and officer on areas of ethical
      risk;





·
            provide
      guidance to directors to help them recognize and deal with ethical
      issues;





·
            provide
      mechanisms to report unethical conduct;
and





·
            help
      foster a culture of honesty and
accountability.


15


PART
III





ITEM
10.          DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.





Our
executive officers, directors and their ages and titles as of September 30, 2008
are as follows:





Name
                
                Age
                
                PositionAlvaro
      Vollmers
                
                35
                
                Director,
      Secretary, Treasurer and Chief Financial OfficerAndrew
      S. Harper
                
                57
                
                Director,
      President and Chief Executive
Officer





Set forth
below is a brief description of the background and business experience of our
executive officers and directors:





Alvaro Vollmersis an investor
in the Company who agreed to become a part-time consultant for the Company and
serve as our Chief Financial Officer, Secretary and Treasurer beginning on March
12, 2008.  In addition from March 12, 2008 to September 15, 2008, Mr.
Vollmers served as our Chief Executive Officer and President.  Mr.
Vollmers has served as a member of our Board of Directors since April 1,
2008.  Mr. Vollmers holds a Master of Business Administration degree
from the London Business School.  From July 2003 to July 2004, Mr.
Vollmers was an independent consultant for a small beverages
producer.  Between August 2004 and July 2006, Mr. Vollmers worked as a
project management consultant, project manager and project management supervisor
at the Ministry of Economy and Finance for the Republic of Peru.  His
tasks included the supervision of two project managers who were in charge of the
financial and operation management of various multi-sector technical assistance
projects.  These projects were partially financed by the World Bank,
the Inter-American Development Bank and the Japan Social Development
Fund.  From July 2006 to July 2007, Mr. Vollmers served as manager in
charge of marine and aviation insurance at Pacifico Seguros.





Andrew S. Harper was appointed
by our Board of Directors effective September 15, 2008 to serve as President and
Chief Executive Officer.  Mr. Harper has served as a member of our
Board of Directors since September 15, 2008.  Prior to joining the
Company, Mr. Harper was President, International Division and Chief Geologist of
China-based MI Energy Corporation ("MIE").  From 1979 until his
employment with MIE in 2001, Mr. Harper held various positions with ARCO
(1979-2000), and acted as an independent consultant (2000-2001) advising clients
on geological aspects of petroleum exploration and development
projects.  Mr. Harper obtained his Bachelor of Arts (Cum Laude, with
highest honors) from Williams College, Williamstown, Massachusetts, and his
Master of Science in Geological Sciences from the University of Southern
California, Los Angeles, California.  Additionally, he is certified by
the Texas Board of Professional Geoscientists and the American Association of
Petroleum Geologists.





Term
of Office





Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our stockholders or until removed from office in accordance
with our Bylaws.  Our officers are appointed by our Board of Directors
and hold office until they resign, retire or are removed by the
Board.





Significant
Employees





We have
no significant employees other than Mr. Harper as of the date of this Annual
Report. Alvaro Vollmers acts solely in the capacity of a consultant to the
Company, and once we begin to generate sufficient revenues, we will seek a
full-time employee to serve as our principal financial officer.  We
conduct our business largely through the utilization of consultants, including
Mr. Vollmers.





Committees
of the Board of Directors





We do not
presently have a separately constituted audit committee, compensation committee,
nominating committee, executive committee or any other committees of our Board
of Directors.  As such, Messrs. Vollmers and Harper act in those
capacities.





Audit
Committee Financial Expert





Messrs.
Vollmers and Harper are the only directors of the Company and neither qualifies
as an "audit committee financial expert." We believe that the cost related to
retaining such a financial expert at this time is prohibitive. Further, because
we are in the exploration stage of our business operations, we believe the
services of an audit committee financial expert are not warranted at this
time.


16





Code
of Ethics





We
adopted a Code of Ethics applicable to our Chief Executive Officer, Chief
Financial Officer, Corporate Controller and certain other finance executives,
which is a "code of ethics" as defined by applicable rules of the
SEC.




Compliance
with Section 16(a) of the Securities Exchange Act





Section
16(a) of the Exchange Act requires our executive officers and directors, and
persons who beneficially own more than 10% of our equity securities
(collectively, the "Reporting Persons"), to file reports of ownership and
changes in ownership with the SEC. Reporting Persons are required by SEC
regulation to furnish us with copies of all forms they file pursuant to Section
16(a). Based on our review of the copies of such forms received by us, we
believe that during the fiscal year ended September 30, 2008 all Reporting
Persons complied with all Section 16(a) filing requirements applicable to
them.





ITEM
11.          EXECUTIVE
COMPENSATION.





Summary
Compensation Table





The only
compensation earned by our executive officers and directors during the fiscal
year ended September 30, 2008 was $6,040 earned by Andrew S.
Harper.  Neither Lubow Klauser nor Alvaro Vollmers received any
compensation from the Company for the fiscal year ended September 30,
2008.





Outstanding
Equity Awards at Fiscal Year End





As at
September 30, 2008, we did not have any outstanding equity awards.





Employment
Contracts





We have
no written employment contracts, termination of employment or change-in-control
arrangements with any of our executive officers or directors as of the fiscal
year ended September 30, 2008.  The Company's President and Chief
Executive Officer, Andrew S. Harper, is an employee at will and the parties
continue to negotiate an agreement and intend to enter into a formal agreement
once all terms of the agreement have been reached.





On
October 26, 2008, we entered into an Independent Contractor Agreement with Mr.
Vollmers, which provides for him to serve as our Chief Financial Officer,
Secretary and Treasurer.  The agreement has an initial term beginning
October 26, 2008 and ending December 31, 2008 at a contract rate of $7,000 per
month, and the agreement automatically renews for consecutive 90-day periods
unless terminated by 30 days written notice from either party.  On
December 29, 2008, Mr. Vollmers agreed to reduce his contract rate to $5,000 per
month effective January 1, 2009.




ITEM
12.          SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.





EQUITY
COMPENSATION PLANS





As of
January 13, 2009, the Company has entered into a verbal agreement with Andrew S.
Harper, its Chief Executive Officer and President, whereby it has agreed to
award Mr. Harper 6 million shares of common stock of the Company.  See
Market for Registrant's Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities -
Securities Authorized for Issuance under Equity Compensation Plans,
beginning on page 9.





SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
following table sets forth certain information concerning the number of shares
of our common stock owned beneficially as of January 13, 2009 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities; (ii) each of our directors; (iii) each of
our named executive officers; and (iv) officers and directors as a
group.  Unless otherwise indicated, the shareholder listed possesses
sole voting and investment power with respect to the shares
shown.


17





Title of Class
                              
                              Name and Address of
                                Beneficial Owner
                              
                              Amount and Nature of
                                Beneficial Ownership
                              
                              Percentage of
                                Common Stock(1)DIRECTORS
      AND EXECUTIVE OFFICERSCommon
      Stock
                              
                              Alvaro
      Vollmers
                                Chief
      Financial Officer, Secretary & Treasurer, Director
                              
                              8,000,000
      Shares
                                Direct
                              
                              11
                              %Common
      Stock
                              
                              All
      Directors and Executive Officers as a Group (1 person)
                              
                              8,000,000
      Shares
                                Direct
                              
                              11
                              %5%
      STOCKHOLDERSCommon
      Stock
                              
                              Alvaro
      Vollmers
                                Chief
      Financial Officer, Secretary & Treasurer, Director
                              
                              8,000,000
      Shares
                                Direct
                              
                              11
                              %Common
      Stock
                              
                              John
      Graham Rhoden
                              
                              32,000,000
      Shares
                                Direct
                              
                              44
                              %





Notes:





(1) Based
on 72,960,267 shares of our common stock issued and outstanding as of January
13, 2009. Under Rule 13d-3, certain shares may be deemed to be beneficially
owned by more than one person (if, for example, persons share the power to vote
or the power to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the shares
(for example, upon exercise of an option) within 60 days of the date as of which
the information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason of
these acquisition rights. As a result, the percentage of outstanding shares of
any person as shown in this table does not necessarily reflect the person's
actual ownership or voting power with respect to the number of shares of common
stock actually outstanding on January 13, 2009.





CHANGE
IN CONTROL





We are
not aware of any arrangement that might result in a change in control in the
future.





ITEM
13.           CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.





Except as
described below, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us, other than noted in this section:





·
            any
      of our directors or officers;





·
            any
      person proposed as a nominee for election as a
  director;





·
            any
      person who beneficially owns, directly or indirectly, shares carrying more
      than 10% of the voting rights attached to our outstanding shares of common
      stock;





·
            any
      of our promoters; and





·
            any
      relative or spouse of any of the foregoing persons who has the same house
      as such person.





On
October 19, 2005, we issued 25,000,000 shares of common stock to our sole
executive officer and sole director at that time, Lubow Klauser, at a price of
$0.001 per share.  The shares were issued pursuant to Section 4(2) of
the Securities Act and were restricted shares as defined in the Securities
Act.  On March 20, 2008, Ms. Klauser entered into share transfer
agreements (as amended on April 1, 2008, the "Share Transfer Agreements"), with
each of Alvaro Vollmers, who is currently serving as an executive officer and
director of the Company, and John Graham Rhoden.  On April 1, 2008,
pursuant to the terms of the Share Transfer Agreements, Ms. Klauser sold
2,000,000 pre-split shares of our common stock to Mr. Vollmers and 8,000,000
pre-split shares of our common stock to Mr. Rhoden in consideration of the
payment of $20,000 and $80,000, respectively.


18





Also on
April 1, 2008, pursuant to the terms of a share cancellation agreement dated
March 20, 2008 between Ms. Klauser and the Company, Ms. Klauser surrendered for
cancellation 15,000,000 pre-split shares of our common stock held by
her.





Director
Independence





Quotations
for our common stock are entered on the OTCBB inter-dealer quotation system,
which does not have director independence requirements. For purposes of
determining director independence, we have applied the definitions set out in
NASDAQ Rule 4200(a)(15).  Under NASDAQ Rule 4200(a)(15), a director is
not considered to be independent if he or she is also an executive officer or
employee of the corporation.  Messrs. Harper and Vollmers act as our
directors and as our executive officers.  As such, we do not have any
independent directors.





ITEM
14.           PRINCIPAL
ACCOUNTANT FEES AND SERVICES.





Audit
Fees





The
aggregate fees billed for the two most recently completed fiscal years ended
September 30, 2008 and September 30, 2007 for professional services rendered by
the principal accountant for the audit of our annual financial statements and
review of the financial statements, which included our Quarterly Reports on Form
10-Q and services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for these fiscal periods,
were as follows:





Year Ended September 30, 2008
                  
                  
                  Year Ended September 30, 2007Audit
      Fees
                  
                  $
                  11,200
                  
                  
                  $
                  23,150Audit
      Related Fees
                  
                  
                  -
                  
                  
                  
                  -Tax
      Fees
                  
                  
                  -
                  
                  
                  
                  -All
      Other Fees
                  
                  
                  -
                  
                  
                  
                  -Total
                  
                  $
                  11,200
                  
                  
                  $
                  23,150




19




ITEM
15.             EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.




Exhibit Number
                
                Description of Exhibits3.1
                
                Articles of
      Incorporation.(1)3.2
                
                Bylaws, as amended.(1)10.1
                
                Purchase
      Agreement - North Slope Leases.(2)10.2
                
                Share
      Cancellation Agreement.(3)10.3
                
                Share
      Transfer Agreement.(4)11.1
                
                Independent
      Contractor Agreement, dated as of October 26, 2008, between the Registrant
      and Alvaro Vollmers.11.2
                
                Amendment
      to Independent Contractor Agreement, dated as of December 29, 2008,
      between the Registrant and Alvaro Vollmers.14.1
                
                Code
      of Ethics.(5)21.1
                
                List
      of Subsidiaries.31.1
                
                Certifications
      of Chief Executive Officer and Chief Financial Officer as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
                
                Certification
      of Chief Executive Officer and Chief Financial Officer as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.(1)
                
                Previously
      filed as an exhibit to our Registration Statement on Form SB-2, as filed
      with the Securities and Exchange Commission on November 21,
      2006.(2)
                
                Previously
      filed as an exhibit to our Form 8-K, as filed with the Securities and
      Exchange Commission on April 24, 2008.(3)
                
                Previously
      filed as an exhibit to our Form 8-K, as filed with the Securities and
      Exchange Commission on March 20, 2008.(4)
                
                Previously
      filed as exhibits to our Forms SC 13D, as filed with the Securities and
      Exchange Commission on April 24, 2008 and May 9, 2008.(5)
                
                Previously
      filed as an exhibit to our Form 10-KSB for the year ended September 30,
      2007, as filed with the Securities and Exchange Commission on January 15,
      2008.


20


SIGNATURES





In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





BALD
      EAGLE ENERGY INC.Date:
      January 13, 2009
              
              By:
              /s/
      Andrew S. HarperANDREW
      S. HARPERChief
      Executive Officer, PresidentDirector(Principal
      Executive Officer)





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





BALD
      EAGLE ENERGY INC.Date:
      January 13, 2009
              
              By:
              /s/
      Alvaro VollmersALVARO
      VOLLMERSChief
      Financial Officer, Secretary and TreasurerDirector(Principal
      Financial Officer and Principal Accounting
  Officer)


21