UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2009
                                       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 333-146627


                                BARON ENERGY INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   26-0582528
                            IRS Identification Number

                           3753 Howard Hughes Parkway
                                    Suite 135
                               Las Vegas, NV 89169
          (Address of principal executive offices, including zip code)

                                  702-993-7424
                     (Telephone number, including area code)

Indicate by check whether the issuer (1) 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 last 90 days. YES [X] NO [ ]

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
the definitions of "large accelerated filer, "accelerated filer,"
"non-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 [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 44,400,000 shares as of June 12,
2009.
<PAGE>
                                BARON ENERGY INC.

                                      INDEX

Item 1.  Financial Statements (Unaudited)                                      3

         Balance Sheets                                                        3
         Statements of Expenses                                                4
         Statements of Cash Flows                                              5
         Notes to Financial Statements                                         6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                12

Item 3.  Quantitative and Qualitative Disclosures About Market Risk           14

Item 4.  Controls and Procedures                                              14

Part II Other Information

Item 1.  Legal Proceedings                                                    15

Item 1A. Risk Factors                                                         15

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          15

Item 3.  Defaults Upon Senior Securities                                      15

Item 4.  Submission of Matters to a Vote of Security Holders                  15

Item 5.  Other Information                                                    15

Item 6. Exhibits                                                              15

Signatures                                                                    16

                                       2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                                BARON ENERGY INC.
                         (An Exploration Stage Company)
                                 Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        As of                 As of
                                                                       April 30,             July 31,
                                                                         2009                  2008
                                                                      -----------           -----------
<S>                                                                   <C>                   <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                $    54,625           $    49,754
  Other receivables                                                         2,952                    --
  Oil inventory                                                             9,389                    --
  Deposits                                                                     --                 4,750
                                                                      -----------           -----------
      TOTAL CURRENT ASSETS                                                 66,966                54,504

OIL AND GAS PROPERTIES (FULL COST METHOD)                               1,372,937                    --

GOODWILL                                                                3,569,918                    --
                                                                      -----------           -----------
      TOTAL ASSETS                                                    $ 5,009,821           $    54,504
                                                                      ===========           ===========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                               $     6,092           $        --
                                                                      -----------           -----------
      TOTAL CURRENT LIABILITIES                                             6,092                    --

LONG-TERM LIABILITIES
  Asset retirement obligations                                              4,764                    --
                                                                      -----------           -----------
      TOTAL LONG-TERM LIABILITIES                                           4,764                    --

STOCKHOLDERS' EQUITY
  Common stock, $0.001 par value, 150,000,000 shares authorized;
   44,400,000 and 24,000,000 shares issued and
   outstanding as of April 30, 2009 and July 31, 2008                      44,400                24,000
  Additional paid-in capital                                            5,130,600                51,000
  Deficit accumulated during exploration stage                           (176,035)              (20,496)
                                                                      -----------           -----------

TOTAL STOCKHOLDERS' EQUITY                                              4,998,965                54,504
                                                                      -----------           -----------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                        $ 5,009,821           $    54,504
                                                                      ===========           ===========
</TABLE>


                     See notes to the financial statements.

                                       3
<PAGE>
                                BARON ENERGY INC.
                         (An Exploration Stage Company)
                             Statements of Expenses
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                             July 24, 2007
                                                 Three Months Ended              Nine Months Ended            (inception)
                                                      April 30,                      April 30,                  through
                                            ---------------------------     ----------------------------       April 30,
                                               2009            2008            2009             2008             2009
                                            -----------     -----------     -----------      -----------      -----------
<S>                                         <C>             <C>             <C>              <C>              <C>
Professional Fees                           $    30,182     $     1,400     $    69,403      $     4,900      $    75,703
General and Administrative Expenses              22,505           1,713          76,309            4,780           82,755
Accretion Expense                                   110              --             327               --              327
                                            -----------     -----------     -----------      -----------      -----------
Loss from Continuing Operations                 (52,797)         (3,113)       (146,039)          (9,680)        (158,785)

Discontinued Operations
  Loss from discontinued operations                  --              --          (9,500)          (7,750)         (17,250)
                                            -----------     -----------     -----------      -----------      -----------

Net Loss                                    $   (52,797)    $    (3,113)    $  (155,539)     $   (17,430)     $  (176,035)
                                            ===========     ===========     ===========      ===========      ===========

Basic and diluted net loss per share:
  Net loss per share                        $     (0.00)    $     (0.00)    $     (0.01)     $     (0.00)
  Continuing operations loss per share      $     (0.00)    $     (0.00)    $     (0.01)     $     (0.00)
  Discontinued operations loss per share    $     (0.00)    $     (0.00)    $     (0.00)     $     (0.00)

Weighted average number of
 common shares outstanding -
 basic and diluted                           30,853,933      14,200,000      27,333,333       12,963,504
                                            -----------     -----------     -----------      -----------
</TABLE>


                     See notes to the financial statements.

                                       4
<PAGE>
                                BARON ENERGY INC.
                         (An Exploration Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                     July 24, 2007
                                                                         Nine Months Ended            (inception)
                                                                             April 30,                  through
                                                                    ----------------------------        April 30,
                                                                       2009             2008              2009
                                                                    -----------      -----------       -----------
<S>                                                                 <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                          $  (155,539)     $   (17,430)      $  (176,035)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
     Accretion expense                                                      327               --               327
  Changes in operating assets and liabilities:
     Decrease (increase) in other receivables                            97,017               --            97,017
     Increase (decrease) in accounts payable and accrued expenses       (28,184)             810           (28,184)
     Decrease (increase) in deposits                                      4,750           (4,750)               --
                                                                    -----------      -----------       -----------
          NET CASH USED IN OPERATING ACTIVITIES                         (81,629)         (21,370)         (106,875)

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of oil and gas properties                                (513,500)              --          (513,500)
                                                                    -----------      -----------       -----------
          NET CASH USED IN INVESTING ACTIVITIES                        (513,500)              --          (513,500)

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                              600,000           60,000           675,000
                                                                    -----------      -----------       -----------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                     600,000           60,000           675,000
                                                                    -----------      -----------       -----------

NET INCREASE IN CASH                                                      4,871           38,630            54,625
CASH AT BEGINNING OF PERIOD                                              49,754           15,000                --
                                                                    -----------      -----------       -----------
CASH AT END OF PERIOD                                               $    54,625      $    53,630       $    54,625
                                                                    ===========      ===========       ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
  Interest                                                          $        --      $        --       $        --
  Income taxes                                                      $        --      $        --       $        --

NON-CASH TRANSACTIONS
  Asset retirement obligations                                      $     4,437      $        --       $     4,437
  Stock issued for business acquisition                             $ 4,500,000      $        --       $ 4,500,000
</TABLE>


                     See notes to the financial statements.

                                       5
<PAGE>
NOTE 1. BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of Baron
Energy Inc. ("Baron") have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission, and should be read in conjunction with
the audited financial statements and notes thereto contained in Baron's annual
report filed with the SEC on Form 10-K for the year ended July 31, 2008. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
2008 as reported in the Form 10-K have been omitted.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (FASB) has issued Statement No. 165,
SUBSEQUENT EVENTS. Statement 165 establishes general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. Specifically,
Statement 165 provides:

     *    The period after the balance sheet date during which management of a
          reporting entity should evaluate events or transactions that may occur
          for potential recognition or disclosure in the financial statements;
     *    The circumstances under which an entity should recognize events or
          transactions occurring after the balance sheet date in its financial
          statements; and
     *    The disclosures that an entity should make about events or
          transactions that occurred after the balance sheet date.

Statement 165 is effective for interim or annual financial periods ending after
June 15, 2009, and shall be applied prospectively. The Company does not believe
that SFAS 165 will have an impact on operating results, financial position or
cash flows.

On June 3, 2009, FASB approved the FASB Accounting Standards Codification
(Codification) as the single source of authoritative nongovernmental U.S.
generally accepted accounting principles (GAAP). The Codification will be
launched on July 1, 2009 and will be effective for interim and annual periods
ending after September 15, 2009. Preparers must begin use of the Codification
for periods that begin on or about July 1, 2009. After the Codification launch
on July 1, 2009 only one level of authoritative GAAP will exist, other than
guidance issued by the Securities and Exchange Commission (SEC). All other
accounting literature excluded from the Codification will be considered
non-authoritative.

On December 4, 2007, the FASB issued FASB Statement No. 141 (Revised 2007),
BUSINESS COMBINATIONS. Statement 141R changed the accounting for business
combinations. Under Statement 141R, an acquiring entity is required to recognize
all the assets acquired and liabilities assumed in a transaction at the
acquisition-date fair value with limited exceptions. Statement 141R changes the
accounting treatment for certain specific items, including:

     *    Acquisition costs are generally expensed as incurred;

     *    Noncontrolling interests (formerly known as "minority interests" --
          see Statement 160 discussion below) are valued at fair value at the
          acquisition date;
     *    Acquired contingent liabilities are recorded at fair value at the
          acquisition date and subsequently measured at either the higher of
          such amount or the amount determined under existing guidance for
          non-acquired contingencies;
     *    In-process research and development are recorded at fair value as an
          indefinite-lived intangible asset at the acquisition date;
     *    Restructuring costs associated with a business combination are
          generally expensed subsequent to the acquisition date; and
     *    Changes in deferred tax asset valuation allowances and income tax
          uncertainties after the acquisition date generally affect income tax
          expense.

                                       6
<PAGE>
Statement 141R also includes a substantial number of new disclosure
requirements. Statement 141 applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. The Company adopted
Statement 141R as of January 1, 2009.

On December 31, 2008, the SEC published the final rules and interpretations
updating its oil and gas reporting requirements. Many of the revisions are
updates to definitions in the existing oil and gas rules to make them consistent
with the petroleum resource management system, which is a widely accepted
standard for the management of petroleum resources that was developed by several
industry organizations. Key revisions include changes to the pricing used to
estimate reserves utilizing a 12-month average price rather than a single day
spot price which eliminates the ability to utilize subsequent prices to the end
of a reporting period when the full cost ceiling was exceeded and subsequent
pricing exceeds pricing at the end of a reporting period, the ability to include
nontraditional resources in reserves, the use of new technology for determining
reserves, and permitting disclosure of probable and possible reserves. The SEC
will require companies to comply with the amended disclosure requirements for
registration statements filed after January 1, 2010, and for annual reports on
Form 10-K for fiscal years ending on or after December 15, 2009. Early adoption
is not permitted. We are currently assessing the impact that the adoption will
have on our disclosures, operating results, financial position and cash flows.

NOTE 2. GOING CONCERN

As shown in the accompanying financial statements, we incurred a net loss of
$52,797 for the three months ended April 30, 2009 and had an accumulated deficit
of $176,035 as of April 30, 2009. These conditions raise substantial doubt as to
our ability to continue as a going concern. The financial statements do not
include any adjustments that might be necessary if we are unable to continue as
a going concern.

Our financial statements are prepared using accounting principles generally
accepted in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. We are in the process of establishing a sufficient
ongoing source of revenues to cover its operating costs. The ability of the
Company to continue as a going concern is dependent on our ability to fulfill
the business plan.

NOTE 3. ORGANIZATION AND BUSINESS OPERATIONS

Baron Energy Inc. was incorporated as Nevwest Explorations Corp. in the State of
Nevada on July 24, 2007 to engage in the acquisition, exploration and
development of natural resource properties. Effective September 2, 2008, we
changed our name from Nevwest Explorations Corp. to Baron Energy Inc. We are an
exploration stage company with no revenues and limited operating history. The
principal executive offices are located at 3753 Howard Hughes Parkway, Suite
135, Las Vegas, NV 89169.

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

OIL AND GAS PROPERTIES, FULL COST METHOD

During October, 2008, we acquired the oil, gas, and mineral leasehold working
interests in Baylor County, Texas from Lucas Energy Inc. in exchange for
$213,500. In addition, we assumed all liabilities and obligations with regard to
the acquired property including the obligation to deliver 225 barrels of oil to
a third party. In the preliminary purchase price allocation, the entire purchase
price was allocated to unevaluated properties. During November 2008, another
$200,000 was spent on a feasibility study. On April 6, 2009, we acquired leases
in South Texas through a stock purchase of TMG Partners, LLC (see Note 6); the
preliminary purchase price allocation for those leases was $855,000. We paid an
additional $100,000 towards the lease agreement on April 9, 2009. Oil and gas
properties include $4,437 of capitalized costs associated with our asset
retirement obligation.

We use the full cost method of accounting for oil and gas producing activities.
Under this method of accounting, all costs, including internal costs directly
related to acquisition, exploration and development activities are capitalized
as oil and gas property costs. Properties not subject to amortization consist of
acquisition, exploration and development costs which are evaluated on a

                                       7
<PAGE>
property-by-property basis. Amortization of these unevaluated property costs
begins when the properties are evaluated or their values become impaired. Baron
assesses the realizability of unevaluated properties, if any, on at least an
annual basis or when there has been an indication that impairment in value may
have occurred. Impairment of unevaluated properties is assessed based on

management's intention with regard to future exploration and development of
individually significant properties and the ability of Baron to obtain funds to
finance such exploration and development. If the results of an assessment
indicate that the properties are impaired, the amount of the impairment is added
to the capitalized costs to be amortized.

Costs of oil and gas properties are amortized using the units of production
method. There was no production in the three or nine months ended April 30,
2009, therefore no amortization was recorded.

Under full cost accounting rules for each cost center, capitalized costs of
proved properties, less accumulated amortization and related deferred income
taxes, shall not exceed an amount (the "cost ceiling") equal to the sum of (a)
the present value of future net cash flows from estimated production of proved
oil and gas reserves, based on current economic and operating conditions,
discounted at 10 percent, plus (b) the cost of properties not being amortized,
plus (c) the lower of cost or estimated fair value of any unproved properties
included in the costs being amortized, less (d) any income tax effects related
to differences between the book and tax basis of the properties involved. If
capitalized costs exceed this limit, the excess is charged as an impairment
expense. There was no impairment expense in the three or nine months ended April
30, 2009.

ASSET RETIREMENT OBLIGATIONS

The fair value of an asset retirement obligation is recognized in the period in
which it is incurred if a reasonable estimate of fair value can be made. The
present value of the estimated asset retirement costs is capitalized as part of
the carrying amount of the long-lived asset. For Baron, asset retirement
obligations relate to the abandonment of oil and gas producing facilities. The
amounts recognized are based upon numerous estimates and assumptions, including
future retirement costs, future recoverable quantities of oil and gas, future
inflation rates and the credit-adjusted risk-free interest rate.

The following is a description of the changes to the Company's asset retirement
obligations:

                                                                   2009
                                                                 --------

         Asset retirement obligations at July 31, 2008           $     --
         Additions                                                  4,437
         Accretion expense                                            327
                                                                 --------

         Asset retirement obligations at April 30, 2009          $  4,764
                                                                 ========

EARNINGS (LOSS) PER SHARE

Basic and diluted earnings (loss) per share calculations are presented in
accordance with Financial Accounting Standards Statement 128 and are calculated
on the basis of the weighted average number of common shares outstanding during
the year. Common stock equivalents are excluded from the calculation when a loss
is incurred as their effect would be anti-dilutive. The basic earnings (loss)
per share of common stock is based on the weighted average number of shares
issued and outstanding at the date of the financial statements. Baron had no
options or warrants outstanding at April 30, 2009.

RECLASSIFICATIONS

Certain amounts in prior periods have been reclassified to conform to current
period presentation.

                                       8
<PAGE>
NOTE 5. DISCONTINUED OPERATIONS

On July 31, 2008, Baron's management made the decision to discontinue its prior
business plan to invest in minerals and move its direction towards the
investment and exploration of oil and gas. There were no assets associated with
these operations, no remaining liabilities as of April 30, 2009, and there was
no gain or loss associated with the discontinuation of the minerals operations.
Prior period amounts applicable to the mineral operations were reclassified and
included under "Loss from discontinued operations."

The following table presents the loss for the interim periods shown and from
Inception.

<TABLE>
<CAPTION>
                                                                                           July 24, 2007
                                        Three Months Ended         Nine Months Ended       (inception)
                                            April 30,                  April 30,              through
                                      ---------------------     ----------------------       April 30,
                                        2009         2008         2009          2008           2009
                                      --------     --------     --------      --------       --------
<S>                                   <C>          <C>          <C>           <C>            <C>
Costs and expenses                    $     --     $     --     $ (9,500)     $ (7,750)      $(17,250)
                                      --------     --------     --------      --------       --------

Loss from discontinued operations     $     --     $     --     $ (9,500)     $ (7,750)      $(17,250)
                                      ========     ========     ========      ========       ========
</TABLE>

Discontinued operations have not been segregated in the statement of cash flows.
Therefore, amounts for certain captions will not agree with respective data in
the statement of operations.

NOTE 6. ACQUISITIONS

On April 6, 2009, Baron acquired 100% of the issued and outstanding membership
interests of TMG Partners, LLC, a Nevada limited liability company ("TMG") in
exchange for 18,000,000 restricted shares of common stock of the Company.

The initial accounting for the business combination has not been completed
because the determination of the acquisition date fair value of the assets
acquired. The fair value of the acquired identifiable assets of $4,500,000 is
provisional pending receipt of the final valuations for the assets acquired. The
fair value of the 18,000,000 restricted shares issued as consideration paid for
TMG ($4,500,000) was determined on the basis of the price of the Company's
common shares received from private placements during the nine months ended
April 30, 2009.

The following table summarizes the consideration paid for TMG and the amounts of
the assets acquired and liabilities assumed recognized at the acquisition date:

Consideration:

Cash                                                                 $       --
Equity instruments (18,000,000 common shares of the Company)          4,500,000
Contingent consideration arrangement                                         --
                                                                     ----------
Fair value of total consideration transferred                         4,500,000
Fair value of the Company's equity interest in TMG held before
 the business combination                                                    --
                                                                     ----------
                                                                     $4,500,000
                                                                     ==========

                                       9
<PAGE>
Recognized amounts of identifiable assets acquired and liabilities assumed:

Other receivables                                                    $   99,969
Oil inventory                                                             9,389
Oil and gas properties                                                  855,000
Goodwill                                                              3,569,918
Less: Liabilities                                                       (34,276)
                                                                     ----------
      Total                                                          $4,500,000
                                                                     ==========


Estimated acquisition-related costs (included in selling, general,
and administrative expenses in the Company's statement of expenses
for the nine months ended April 30, 2009)                            $    9,750
                                                                     ==========

The following table presents the unaudited pro forma condensed combined
statement of expenses as if TMG Partners, LLC had been acquired at the beginning
of each period presented. The pro forma results do not purport to represent what
the Company's results of operations or financial position would have been if
such transactions had occurred on the date indicated.

<TABLE>
<CAPTION>
                                                          Pro Forma                         Pro Forma
                                                      Three Months Ended                 Nine Months Ended
                                                          April 30,                          April 30,
                                                -----------------------------       ----------------------------
                                                   2009              2008              2009             2008
                                                -----------       -----------       -----------      -----------
<S>                                             <C>               <C>               <C>              <C>
Professional Fees                               $    53,033       $     1,400       $   253,714      $     4,900
Write-down of oil inventory                              --                --            20,182

General & Administrative Expenses                    22,505             1,713            81,734            4,780
Accretion Expense                                       110                --               327               --
                                                -----------       -----------       -----------      -----------

Loss from Continuing Operations                     (75,648)           (3,113)         (355,957)          (9,680)

Discontinued Operations
  Loss from discontinued operations                      --                --            (9,500)          (7,750)
                                                -----------       -----------       -----------      -----------

Net Loss                                        $   (75,648)      $    (3,113)      $  (365,457)     $   (17,430)
                                                ===========       ===========       ===========      ===========

Basic and diluted net loss per share
Net loss per share                              $     (0.00)      $     (0.00)      $     (0.01)     $     (0.00)
Continuing operations loss per share            $     (0.00)      $     (0.00)      $     (0.01)     $     (0.00)
Discontinued operations loss per share          $     (0.00)      $     (0.00)      $     (0.00)     $     (0.00)
Weighted average number of common
 shares outstanding -
 basic and diluted                               44,202,247        32,933,333        43,816,850       30,963,504
                                                -----------       -----------       -----------      -----------
</TABLE>

                                       10
<PAGE>
NOTE 7. COMMON STOCK

All references in the financial statements to the number of common shares and
related per share amounts reflect the effect of both the September 2008 and
February 2009 stock splits.

Effective September 2, 2008, we affected a two (2) for one (1) forward stock
split of our issued and outstanding common stock. As a result, our authorized
capital was not increased and remained at 75,000,000 shares of common stock with
a par value of $0.001 and our issued and outstanding shares increased from
6,000,000 shares of common stock to 12,000,000 shares of common stock.

On November 5, 2008, we filed with the State of Nevada the paperwork required
for a two (2) for one (1) forward stock split of our authorized, issued and
outstanding common stock; however, this stock split was not effective until
February 24, 2009. As a result, our authorized capital was increased from
75,000,000 to 150,000,000 shares of common stock with a par value of $0.001 and
our issued and outstanding shares increased from 13,100,000 shares of common
stock to 26,200,000 shares of common stock. For purposes of calculating earnings
per share, the stock split was retroactively applied to prior periods.

On August 29, 2008, we sold 1,400,000 shares of common stock for $350,000.

On October 16, 2008, we sold 600,000 shares of common stock for $150,000.

On January 29, 2009, we sold 200,000 shares of common stock for $50,000.

On April 6, 2009, we issued 18,000,000 shares of common stock for 100%
membership interest in TMG Partners, LLC valued at $4,500,000 (see Note 6).

On April 29, 2009, we sold 200,000 shares of common stock for $50,000.

NOTE 8. COMMITMENTS & CONTINGENCIES

Upon the acquisition of TMG Partners, LLC (See Note 6), the Company assumed an
agreement to acquire certain leases. Under the terms of the agreement, the
Company is committed to fund approximately $1,300,000 for leases. As of April
30, 2009, the Company had paid $955,000 of the total $1,300,000 commitment and
is obligated to pay the remaining upon request.

The Company may from time to time be involved with various litigation and claims
that arise in the normal course of business. As of April 30, 2009, no such
matters were outstanding.

                                       11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements.

GENERAL INFORMATION

You should read the following summary together with the financial statements and
related notes that appear elsewhere in this report. In this report, unless the
context otherwise denotes, references to "we", "us", "our", "Company", "Baron"
and "Baron Energy" are to Baron Energy Inc. (formerly Nevwest Explorations
Corp.).

Baron Energy Inc. was incorporated as Nevwest Explorations Corp. in the State of
Nevada on July 24, 2007 to engage in the acquisition, exploration and
development of natural resource properties. Effective September 2, 2008 we
changed our name from Nevwest Explorations Corp. to Baron Energy Inc.. We are an
exploration stage company with no revenues and limited operating history. The
principal executive offices are located at 3753 Howard Hughes Parkway, Las
Vegas, NV 89169. The telephone and fax number is (702) 993-7424.

We completed a form SB-2 Registration Statement under the Securities Act of 1933
with the U.S. Securities and Exchange Commission registering 12,000,000 shares
at a price of $0.02 per share. The offering was completed on April 8, 2008 for
total proceeds to the company of $60,000.

On July 9, 2008 our common stock shares were approved for trading on the
Over-the-Counter Bulletin Board under the symbol "NVWT". On September 2, 2008
the symbol was changed to "BRON".

On July 31, 2008, we discontinued our business plan to invest in minerals and
move its direction towards the investment and exploration of oil and gas.

On August 29, 2008, we sold 1,400,000 shares of common stock for $350,000

Effective September 2, 2008, we affected a two (2) for one (1) forward stock
split of our issued and outstanding common stock. As a result, our authorized
capital was not increased and remained at 75,000,000 shares of common stock with
a par value of $0.001 and our issued and outstanding shares increased from
12,000,000 shares of common stock to 24,000,000 shares of common stock.

During October, 2008, we acquired the oil, gas, and mineral leasehold working
interests in Baylor County, Texas from Lucas Energy Inc. in exchange for two
hundred thirteen thousand five hundred dollars $213,500. In addition, we assumed
all liabilities and obligations with regard to the acquired property including
the obligation to deliver 225 barrels of oil to a third party.

On October 16, 2008, we sold 600,000 shares of common stock for $150,000.

On November 3, 2008, Baron entered into an agreement with a third party to
perform the evaluation, economic analysis, geologic study, seismic study, AFE
design and prospect, and overall feasibility of the South Texas YUGA prospect
for a fee of ($200,000).

On January 29, 2009, we sold 200,000 shares of common stock for $50,000.

April 6, 2009 - Issued 18,000,000 shares of common stock for 100% membership
interest in TMG Partners, LLC valued at $4,500,000 (see Note 6 to the financial
statements).

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<PAGE>
On April 29, 2009, we sold 200,000 shares of common stock for $50,000.

We have a total of 150,000,000 authorized common shares with a par value of
$0.001 per share and 44,400,000 common shares issued and outstanding as of April
30, 2009.

RESULTS OF OPERATIONS

THREE MONTHS ENDED APRIL 30, 2009 AND 2008

We had no revenues during the three months ended April 30, 2009 and 2008.

For the three month ended April 30, 2009 and 2008, our professional fees were
$30,182 and $1,400, respectively. The increase is due to our increased
requirement for accounting and legal assistance related to our progressed
business stage.

For the three months ended April 30, 2009 and 2008, our general and
administrative expenses were $22,505 and $1,713, respectively. The increase is
primarily due to consulting fees.

For the three months ended April 30, 2009 and 2008, our net losses were $52,797
and $3,113, respectively. The increase is due to our increased business
activity.

NINE MONTHS ENDED APRIL 30, 2009 AND 2008

We had no revenues during the nine months ended April 30, 2009 and 2008.

For the nine months ended April 30, 2009 and 2008, our professional fees were
$69,403 and $4,900, respectively. The increase is due to our increased
requirement for accounting and legal assistance related to our progressed
business stage.

For the nine months ended April 30, 2009 and 2008, our general and
administrative expenses were $76,309 and $4,780, respectively. The increase is
primarily due to consulting fees.

For the nine months ended April 30, 2009 and 2008, our net losses were $155,539
and $17,430, respectively. The increase is due to our increased business
activity.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2009, we had cash of $54,625 and working capital of $60,874.
This compares to cash of $49,754 and working capital of $54,504 at July 31,
2008. As of April 30, 2009, we had a deficit accumulated during the development
stage of $176,035.

Baron will need to generate revenues to achieve profitability. To the extent
that increases in its operating expenses precede or are not subsequently
followed by commensurate revenues, or that Baron is unable to adjust operating
expense levels accordingly, the Company's business, results of operations and
financial condition would be materially and adversely affected. There can be no
assurances that the Company can achieve or sustain profitability or that the
Company's operating losses will not increase in the future.

If we experience a shortage of funds prior to generating revenues from
operations we may utilize funds from our director, who has informally agreed to
advance funds to allow us to pay for operating costs, however he has no formal
commitment, arrangement or legal obligation to advance or loan funds to us.

Cash used in operating activities for the nine months ended April 30, 2009 and
2008 were $81,629 and $21,370, respectively. The increase is due to our
increased business activity.

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<PAGE>
Cash used in investing activities for the nine months ended April 30, 2009 and
2008 were $513,500 and $0, respectively. The increase is due to our acquisition
of oil and gas properties.

Cash provided by financing activities for the nine months ended April 30, 2009
and 2008 were $600,000and $60,000, respectively. The increase is due to our
private placements.

CRITICAL ACCOUNTING POLICIES

We have significant obligations to remove tangible equipment and facilities
associated with our oil and gas wells and our gathering systems, and to restore
land at the end of oil and gas production operations. Our removal and
restoration obligations are associated with plugging and abandoning wells and
our gathering systems. Estimating the future restoration and removal costs is
difficult and requires us to make estimates and judgments because most of the
removal obligations are many years in the future and contracts and regulations
often have vague descriptions of what constitutes removal. Asset removal
technologies and costs are constantly changing, as are regulatory, political,
environmental, safety and public relations considerations. Inherent in the
present value calculations are numerous assumptions and judgments including the
ultimate settlement amounts, inflation factors, credit adjusted discount rates,
timing of settlements and changes in the legal, regulatory, environmental and
political environments.

Under the full cost method, we are subject to quarterly calculations of a
ceiling or limitation on the amount of our oil and natural gas properties that
can be capitalized on our balance sheet. If the net capitalized costs of our oil
and natural gas properties exceed the cost center ceiling, we are subject to a
ceiling test write down to the extent of such excess. If required, it would
reduce earnings and impact stockholders' equity in the period of occurrence and
result in lower amortization expense in future periods. The discounted present
value of our proved reserves is a major component of the ceiling calculation and
represents the component that requires the most subjective judgments. However,
the associated prices of oil and natural gas reserves that are included in the
discounted present value of the reserves do not require judgment. The ceiling
calculation dictates that prices and costs in effect as of the last day of the
quarter are held constant. However, we may not be subject to a write down if
prices increase subsequent to the end of a quarter in which a write down might
otherwise be required. If oil and natural gas prices decline, even if for only a
short period of time, or if we have downward revisions to our estimated proved
reserves, it is possible that write downs of our oil and natural gas properties
could occur in the future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and
prices. We are exposed to risks related to increases in the prices of fuel and
raw materials consumed in exploration, development and production. We do not
engage in commodity price hedging activities.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were not effective such that the material
information required to be included in our Securities and Exchange Commission
reports is accumulated and communicated to our management, including our
principal executive and financial officer, recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms relating to
our company, particularly during the period when this report was being prepared.

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended April 30, 2009 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

                                       14
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Our management is not aware of any significant litigation, pending or
threatened, that would have a significant adverse effect on our financial
position or results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors set forth in our Annual
Report on Form 10-K for the year ended July 31, 2008, as filed with the SEC on
October 8, 2008. The risk factors disclosed in our Annual Report on Form 10-K
for the fiscal year ended July 31, 2008, in addition to the other information
set forth in this quarterly report, could materially affect our business,
financial condition or results of operations. Additional risks and uncertainties
not currently known to us or that we deem to be immaterial could also materially
adversely affect our business, financial condition or results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

August 29, 2008 - Sold 1,400,000 shares of common stock for $350,000.

October 16, 2008 - Sold 600,000 shares of common stock for $150,000.

January 29, 2009 - Sold 200,000 shares of common stock for $50,000.

April 6, 2009 - Issued 18,000,000 shares of common stock for 100% membership
interest in TMG Partners, LLC valued at $4,500,000 (See Note 6 to the financial
statements).

April 29, 2009 - Sold 200,000 shares of common stock for $50,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our Form SB-2 Registration
Statement, filed under SEC File Number 333-146627, at the SEC website at
www.sec.gov:

     Exhibit No.                         Description
     -----------                         -----------

        3.1          Articles of Incorporation*
        3.2          Bylaws*
       31.1          Sec. 302 Certification of Principal Executive Officer
       31.2          Sec. 302 Certification of Principal Financial Officer
       32.1          Sec. 906 Certification of Principal Executive Officer
       32.2          Sec. 906 Certification of Principal Financial Officer

                                       15
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

June 12, 2009             Baron Energy Inc.


                              /s/ Michael Maguire
                              --------------------------------------------------
                          By: Michael Maguire
                              (Chief Executive Officer, Chief Financial Officer,
                              Principal Accounting Officer,
                              President, Secretary, Treasurer & Director)


                              /s/ Lou Schiliro
                              --------------------------------------------------
                          By: Lou Schiliro
                              (Director)

In accordance with the requirements of the Securities Act of 1933, this
quarterly report was signed by the following person in the capacities and date
stated.

/s/ Michael Maguire                                                June 12, 2009
--------------------------------------------------                 -------------
Michael Maguire, President & Director                                  Date
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer)

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