EURASIA ENERGY LTD (Form: 10KSB, Received: 03/30/2007 12:58:00)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB

[xx]

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO ____

Commission file Number: 0-50608

EURASIA ENERGY LIMITED

(Name of small business issuer in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

98-0414501

(I.R.S. Employer Identification Number)

Downiehills, Blackhills, Peterhead

Aberdeenshire, AB42 3LB, U.K. Scotland

(Address of principal executive offices)

+44 (0)7881-814431

(Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Shares

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. [ X ] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of Issuer's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

[ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

(check one): Yes [ ] No [ X ]

The Issuer's revenues for its fiscal year ended December 31, 2006 were $0.00.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.):

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Note:

If determining whether a person is an affiliate will involve an unreasonable effort and expense, the Issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions if the assumptions are stated.

16,315,135 common shares @ $0.15 ⁽¹⁾ = $2,447,270

⁽¹⁾ Closing price on March 19, 2007 was $0.15.

On March 19, 2007, the number of shares outstanding of the Registrant's Common Stock was 20,315,135.

Transitional Small Business Disclosure Format (Check one): Yes ____; No __X__

PART I

BUSINESS

Item 1. Description of Business

Business Development

We were incorporated on October 20, 2003 under the laws of the State of Nevada to initiate our business as a marketing, advertising and publishing company. Our company has a December 31 fiscal year end.

From incorporation through the end of fiscal and calendar 2005, we were a marketing and advertising service provider. Primarily, we designed marketing and advertising campaigns for corporate clients wishing to increase awareness of their products, services, corporate image and general corporate branding. Since marketing and advertising is an extensive business across many business sectors, we focused our niche primarily in direct target marketing.

Through 2005, we conducted our operational business through our offices in Phoenix, Arizona. Our C.F.O. and Secretary is located in Vancouver, British Columbia and our regulatory and corporate affairs are handled in that office. We worked with a number of freelance designers, writers, and editors which enabled us to react to customer demands without the need to incur large fixed overhead costs. Thus, our day-to-day costs of business were minimal and we were able to quickly expand our operations if we were engaged by larger clients.

We made and received direct sales calls in our Phoenix office. We designed marketing and branding campaigns in conjunction with our clients and relied in part on our ability to custom-design marketing solutions in response to client’s needs to help us secure additional business.

We were considered a "publisher" to the extent that we created and coordinated the production and distribution of marketing and advertising materials. However, we did not publish any periodicals, magazines, books, newsletters or other for-fee publications.

Much of the publishing we did was for direct target marketing. Direct target marketing is an industry that delivers advertisements to persons who are statistically likely to have an interest in particular products or services. As an example, regular readers of an automotive magazine are more likely to be interested in purchasing automotive products and services than the readers of a gardening magazine. Subscribers of the automotive magazine are known to have an interest in automobiles by their subscription to an automotive magazine. Those subscriber lists can be rented from list rental agencies to advertisers wanting to send advertisements to those same automotive magazine readers. The direct marketing industry is based on this premise, and as a company we rented applicable lists of targeted consumers who were reasonably expected to show a heightened interest in whatever product or service our client was offering.

We have not been involved in any bankruptcy, receivership or similar proceedings. We have not engaged in any merger, consolidation or purchase or sale of significant assets not in the ordinary course of business. In November, 2005, we elected to discontinue our publishing and marketing business to pursue an opportunity in the oil and gas industry which was secured by one of our directors.

On November 28, 2005, our directors approved a change of our name from “Pacific Alliance Ventures Ltd.” to “Eurasia Energy Limited”. Also on November 28, 2005, shareholders of our company owning 54.81% of our issued common shares approved the proposed name change by consent resolution. We filed proxy materials on form Schedule 14C with the U.S. Securities and Exchange Commission disclosing the proposed action to change our name by consent resolution of the majority of shareholders. The change of our name to “Eurasia Energy Limited” resulted from management’s decision to pursue exploration and development opportunities in the oil and gas industry.

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The Company’s common shares are currently quoted on the National Association of Securities Dealers' Over-The-Counter Bulletin Board ("OTCBB") under the symbol “EUEN”. We have not been subject to any bankruptcy, receivership or other similar proceedings.

Our Principal Products and Their Markets

In 2006, we were engaged in oil and gas exploration. We entered into a memorandum of understanding (“MOU”) with the State Oil Company of the Azerbaijan Republic (“SOCAR”) which granted our company the exclusive right to negotiate an Exploration, Rehabilitation, Development and Production Sharing Agreement (“ERDPSA”) for a 600 square kilometer oil and gas block (the “Block”) in the Republic of Azerbaijan. The effective date of the MOU was December 7, 2005. The Block included the producing Alyat-Deniz oil and gas field and seven additional exploration structures namely, the Hamamdag-Deniz, Garasu, Sangi-Mugan, Ulfat, Aran-Deniz, Dashly and Sabayil structures. The Block is located in the shallow coastal waters of the Azerbaijan sector of the Caspian Sea approximately 70 kilometers south of the Azerbaijan capital of Baku.

During the quarter ended September 30, 2006, we completed all field work necessary to conclude the development plan for our Block. Two visits were made to the Azerbaijan capital of Baku in September, 2006 by management of Eurasia and Eurasia’s consultants, TRACS International Consultancy Ltd. (“TRACS”) and Genesis Oil and Gas Consultants Ltd. (“Genesis”). During the first site visit, management and TRACS met with SOCAR’s head office personnel, and the geologists and petroleum engineers working for (a) SOCAR’s offshore exploration unit responsible for the Block and (b) SOCAR’s offshore field development, production and maintenance unit responsible for the Alyat producing field and the non-producing Garasu field. Discussions focused on the analysis of data and information supplied by SOCAR to date and identified further information and data regarding geology, structure of the fields, exploration targets and drilling and production history of wells drilled to date. There were also initial discussions regarding the current and historic costs of developing and operating the producing fields on the Block as the basis for future economic estimates and negotiations for the ERDPSA.

The second site visit to Baku occurred at the end of September, 2006. Management and TRACS were accompanied by a specialist facilities engineer from Genesis. The main purpose of this visit was to inspect the offshore platforms and oil and gas producing facilities in the Alyat field, and SOCAR’s on-shore oil and gas terminal serving the field. SOCAR provided Eurasia’s team with a supply vessel and crew for the trip to the offshore Alyat field. The team had the opportunity to inspect various oil and gas producing platforms, gas injection, treatment separation and distribution facilities as well as the recently completed well number 87 and the recently spudded well number 88. The Eurasia team also visited a SOCAR oil and gas terminal which receives, treats, stores and delivers oil and gas from a number of SOCAR offshore and onshore fields. The team inspected the terminal’s complete installation from the landfall of the pipelines coming from the Alyat field to the oil and gas export delivery points. This inspection included oil separation and treatment plants and storage tanks.

In November, 2006, management of our company met with SOCAR officials in Baku and formally provided written notice to SOCAR that our company was ready to enter into negotiations on the principal terms of a production sharing agreement covering the Block. SOCAR declined to enter into negotiations for the main principals of the ERDPSA and our MOU expired without extension on December 7, 2006. Management is continuing in its efforts to either extend the expired MOU or to enter directly into negotiations with SOCAR on the main principals of an ERDSPA covering the Block. Reference should also be made to “Item 3 – Legal Proceedings” and “Item 6 – Plan of Operation”.

Distribution Methods of Our Products and Services.

Our company does not supply products or services.

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Status of Any Publicly Announced New Product or Service.

We have no plans for new products or services that we do not already offer.

Competitive Business Conditions and Our Competitive Position in the Industry and Methods of Competition.

The oil and gas exploration business is extremely competitive. We are a junior exploration company with limited resources and accordingly have a relatively weak competitive position in the industry. We face extreme competition from larger well financed companies. Refer to “Item 3 – Legal Proceedings”.

Sources and Availability of Raw Materials and the Names of Principal Suppliers

As an oil and gas exploration company, we do not require raw materials and have no principal suppliers.

Dependence on One or a Few Major Customers.

We do not depend on one or a few major customers.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration.

Our company does not own any patents or trademarks. We are not party to any labor agreements or contracts. Licenses, franchises, concessions and royalty agreements are not part of our business.

Need for any government approval of principal products or services

We have not carried out any exploration activities or other form of operations requiring government approval in Azerbaijan. We have carried out studies of government supplied data and have inspected certain oil and gas facilities for which we received the approval of the State Oil Company of the Azerbaijan Republic.

Effect of existing or probable governmental regulations on our business.

Management is unaware of any existing or probable government regulations which would have a positive or negative impact on our company's business.

Estimate of the amount spent during each of the last two fiscal years on research and development activities.

We have not expended any funds on research and development activities and do not expect to do so in the foreseeable future.

Costs and effects of compliance with environmental laws (federal, state and local).

We are currently not subject to compliance with any local, state or federal environmental laws. In the event we commence exploration activities in the Republic of Azerbaijan, we would comply with all environmental laws affecting the operation of oil and gas companies in Azerbaijan. The cost of environmental compliance would be factored into our development plan and our standard costs of operation.

Number of total employees and number of full time employees.

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In 2006, we had one full time and four part time employees. Our C.F.O. and Secretary, Mr. Gerald Tuskey, works for our company on a part time basis. He devotes approximately 50 hours per month to our business and concentrates on administrative matters and regulatory requirements. Our President and C.E.O., Mr. Nicholas Baxter, works full time on our company’s affairs. We do not expect any changes in the number of our employees over the next 12 months. Our current management team will satisfy our requirements for the next 24 months.

Item 2. Description of Property

Office Premises

During our fiscal year ended December 31, 2006, we operated from offices of our President and Chief Executive Officer, Mr. Nicholas W. Baxter, at Downiehills, Blackhills, Peterhead, Aberdeenshire, Scotland, U.K. These are our principal executive offices. Our C.F.O. and Corporate Secretary, Mr. Gerald R. Tuskey, works from offices at Suite 1003, 409 Granville Street, Vancouver, British Columbia, V6C 1T2. This office handles our administrative, financial and corporate regulatory functions. Our U.K. office is being provided to the Company at no charge and our Vancouver office is being provided to the Company at a rental cost of US$500 per month. Our company is not a party to any lease. It is anticipated that our rental arrangement with our executive officers will remain through our 2007 fiscal year. This office space meets our needs for at least the next 12 months.

Item 3. Legal Proceedings

On September 25, 2006, our company and our Chief Executive Officer, Nicholas W. Baxter were served in a law suit commenced in the Court of Session in Edinburgh, Scotland. Our company and Mr. Baxter were sued by Arawak Energy Corporation (“Arawak”) and its wholly owned subsidiary, Commonwealth Oil & Gas Company Limited (“Commonwealth”). Mr. Baxter was a director of Arawak until May 5, 2003. Mr. Baxter was periodically a director of Commonwealth until February, 2006. Eurasia is not associated with or connected to Arawak or Commonwealth in any business or contractual context. Arawak and Commonwealth alleged that in the course of his directorship, Mr. Baxter breached his fiduciary duty as a director and accessed and used confidential information relating to Arawak and Commonwealth oil and gas properties in Azerbaijan for the purpose of securing the Company’s MOU for its Block in Azerbaijan. Eurasia has been made a party to the action as an alleged knowing recipient of confidential information and of a commercial opportunity diverted to it in breach of fiduciary duty. Arawak and Commonwealth were seeking US$17.2 million in damages from Mr. Baxter, a declaration that Eurasia holds its MOU in trust for the benefit of Arawak and Commonwealth and an accounting of profits failing which payment of US$100 million or alternatively damages against Mr. Baxter and Eurasia for breach of confidence in the same amount. Our company and Mr. Baxter retained joint counsel and filed an appearance and defense.

On February 22, 2007, Arawak and Commonwealth amended their pleadings to remove the allegations of misappropriation of confidential information and breach of confidence and the principal pursuer, Arawak Energy Corporation, has sought to remove itself from the action. In the alternative to the claim for an accounting of profits, there was added a claim for damages in the amount of US$100 million against Mr. Baxter and Eurasia in respect of the alleged breach of fiduciary duty.

Our company is optimistic that the claims against it and Nicholas Baxter will be defended successfully. However, the outcome of litigation is often uncertain and the matter remains before the Scottish Courts. Accordingly, our company will reserve comment on all but the most basic elements of the law suit. We are committed to defending against this law suit and are seeking the earliest possible trial date for resolution of the matter. It is our expectation that the current law suit will be concluded at least at first instance by the end of 2007.

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

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No matter was submitted to vote of security holders during the fourth quarter of the fiscal year covered by this report.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Our common shares were quoted for trading on the OTC Bulletin Board on December 2, 2004 under the symbol "PALV". Effective on January 12, 2006, the Company changed its name to “Eurasia Energy Limited” and changed its ticker symbol to “EUEN”. The following quotations obtained from Stockwatch reflect the highs and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:


National Association of Securities Dealers OTC Bulletin Board ⁽¹⁾
Quarter Ended	High (Bid)	Low (Ask)
December 31, 2006	$1.01	$0.30
September 30, 2006	$2.30	$0.60
June 30, 2006	$3.70	$2.00
March 31, 2006	$2.85	$1.60
December 31, 2005	$1.25	$0.985
September 30, 2005	$0.70	$0.40
June 30, 2005	$0.70	$0.40
March 31, 2005	$0.70	$0.40
December 31, 2004	$0.70	$0.40
December 2, 2004 ⁽²⁾	$0.70	$0.15

⁽¹⁾ Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

⁽²⁾ We were quoted on the OTC BB on December 2, 2004.

Our common shares are issued in registered form. Nevada Agency & Trust Company Limited, Suite 880, 50 West Liberty Street, Reno, Nevada, 89501 USA, (Telephone: 775-322-0626; Facsimile: 775-322-5623) is the registrar and transfer agent for our common shares. On December 31, 2006, the shareholders' list of our common shares showed 63 registered shareholders and 20,315,135 shares outstanding.

Recent Sales of Unregistered Securities

In February, 2006, we sold 250,000 units at $3.00 per unit to one (1) subscriber under Regulation S. Each unit consists of one common share and one warrant to acquire one additional common share of the Company at a price of US$4.00 per share until February 15, 2007. The warrants expired on February 15, 2007 without being exercised. The subscriber is not a U.S. person as defined in Rule 902(k) of Regulation S, and no sales efforts were conducted in the U.S., in accordance with Rule 903(c). The subscriber to the offering acknowledges that the securities purchased must come to rest outside the U.S., and the certificates contain a legend restricting the sale of such securities until the Regulation S holding period is satisfied in accordance with Rule 903(b)(3)(iii)(A).

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Equity Compensation Plan Information

On March 13, 2006, our board of directors established a 2006 stock option plan for our directors, officers, employees and consultants (the “2006 Stock Option Plan”) which allotted 2,000,000 common shares for issuance.

On April 14, 2006, the Company granted each of Mr. Nicholas Baxter and Mr. Gerald R. Tuskey stock options to purchase 500,000 shares each at an exercise price of $3.00 per share until April 14, 2011. The Company granted Mr. Roger Thomas stock options to purchase a total of 150,000 shares at an exercise price of $3.00 per share until April 14, 2011. By directors’ resolution dated October 12, 2006, the Company’s board of directors reduced the exercise price of all of the Company’s outstanding stock options from $3.00 per share to $1.00 per share. On October 12, 2006, our investor relations consultant was granted 35,000 stock options at an exercise price of $1.00 per share until May 31, 2007. No stock options were exercised by any of our executive officers during the year ended December 31, 2006.

Our Board of Directors administers the 2006 Stock Option Plan. Our Board is authorized to construe and interpret the provisions of the 2006 Stock Option Plan, to select employees, directors and consultants to whom options will be granted, to determine the terms and conditions of options and, with the consent of the grantee, to amend the terms of any outstanding options.

The 2006 Stock Option Plan provides for the granting to our employees of incentive stock options and the granting to our employees, directors and consultants of non-qualified stock options. Our Board determines the terms and provisions of each option granted under the Stock Option Plan, including the exercise price, vesting schedule, repurchase provisions, rights of first refusal and form of payment.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the year ended December 31, 2006.

Item 6. Plan of Operation

The following Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below. Eurasia Energy Limited (the “Company”, “we”, or “us”) actual results could differ materially from those anticipated in these forward-looking statements. The following discussion should be read in conjunction with the audited financial statements and notes thereto and the Plan of Operation included in this Annual Report on Form 10-KSB for the year ended December 31, 2006.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Forward-Looking Statements

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any

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future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

We are engaged in oil and gas exploration. We entered into a memorandum of understanding (“MOU”) with the State Oil Company of the Azerbaijan Republic (“SOCAR”) which granted our company the exclusive right to negotiate an Exploration, Rehabilitation, Development and Production Sharing Agreement (“ERDPSA”) for a 600 square kilometer oil and gas block (the “Block”) in the Republic of Azerbaijan. The effective date of the original MOU was December 7, 2005. This MOU expired on December 7, 2006 and management is currently working to seek the agreement of SOCAR for an extension of the MOU or an agreement to move directly to negotiation on the main principles of the ERDPSA. The Block includes the producing Alyat-Deniz oil and gas field and seven additional exploration structures namely, the Hamamdag-Deniz, Garasu, Sangi-Mugan, Ulfat, Aran-Deniz, Dashly and Sabayil structures. The Block is located in the shallow coastal waters of the Azerbaijan sector of the Caspian Sea approximately 70 kilometers south of the Azerbaijan capital of Baku.

In November, 2006, management met with SOCAR officials in Baku and notified SOCAR in writing that the Company had completed its development plan and was ready to enter into negotiations for the main principals of the ERDPSA. Management was informed by SOCAR officials that the lawsuit brought by Arawak and Commonwealth fully described in “Item 3 – Legal Proceedings” of this Form 10KSB, materially prejudiced our company’s opportunity to either extend the MOU or to enter into negotiations for the main principals of an ERDPSA. Despite having completed our development plan in 2006 and being ready, willing and able to commence negotiations on the main principals of the ERDPSA before the MOU expired, SOCAR declined to negotiate with our company and the current MOU expired on December 7, 2006.

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The lawsuit brought by Arawak and Commonwealth against our company (see Item 3 – Legal Proceedings) has resulted in a temporary suspension of our Plan of Operation. Management plans to return to Baku in the second quarter of 2007 to attempt to re-establish negotiations with SOCAR and to either extend the original MOU or to move directly to negotiations for the main principals of an ERDPSA. Our chances of successfully re-establishing negotiations with SOCAR are completely uncertain. We have sufficient funds on hand to complete our defense of the current lawsuit however, our low share price and lack of investor confidence in our management team to secure a firm deal in Azerbaijan makes additional equity financing impossible at this time.

We will continue to conserve our cash reserves through 2007. The principal focus of management will be the defense of the lawsuit brought by Arawak and Commonwealth. We have requested the Scottish Courts to schedule the first available trial dates for the lawsuit to be heard. We are advised by our counsel that the earliest available dates may not be until the third or fourth quarter of 2007.

Our company’s entry into the MOU with SOCAR and change of business did not result in the issuance of any equity or debt securities by our company. The transaction did not constitute a reverse takeover or “back door listing”.

We do not expect any changes in the number of our employees over the next 12 months. We will not be purchasing any plant or significant equipment over the next 24 months. We have sufficient funds on hand for the next 24 months and these funds will allow us to execute the Plan of Operation described in this Form 10-KSB. Our current management team will satisfy our requirements for the next 24 months. Our President and C.E.O., Mr. Nicholas W. Baxter, works full time on our company's affairs. Our C.F.O., Mr. Gerald R. Tuskey, spends approximately 50 hours per month on our company's affairs.

Item 7. Financial Statements

Our audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

The following audited financial statements are filed as part of this annual report:

Report of Independent Registered Public Accounting Firm, dated March 23, 2007

Balance Sheet as at December 31, 2006

Statements of Operations for the years ended December 31, 2006 and 2005, and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2006

Statements of Stockholders’ Equity for the years ended December 31, 2006 and 2005, and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2006

Statements of Cash Flows for the years ended December 31, 2006 and 2005, and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2006

Notes to the Financial Statements

EURASIA ENERGY LIMITED

(An exploration stage company)

Financial Statements

(Expressed in U.S. Dollars)

(Audited)

December 31, 2006

Index

Balance Sheet

Statements of Operations

Statements of Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

[EURASIA10KSB033007002.GIF]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Eurasia Energy Limited (formerly Pacific Alliance Ventures Ltd.)

Vancouver, British Columbia

We have audited the accompanying balance sheet of Eurasia Energy Limited (formerly Pacific Alliance Ventures Ltd.) (an exploration stage company) as of December 31, 2006, and the related statements of operations, stockholders' equity, and cash flows for the years ended December 31, 2006 and 2005, and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2006. 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 has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 Eurasia Energy Limited (formerly Pacific Alliance Ventures Ltd.) (an exploration stage company) as of December 31, 2006, and the results of its operations and its cash flows for the years ended December 31, 2006 and 2005, and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2006, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited operations and has sustained operating losses resulting in an accumulated deficit at December 31, 2006. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plan regarding those matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ PETERSON SULLIVAN PLLC

March 23, 2007

Seattle, Washington


EURASIA ENERGY LIMITED
(formerly Pacific Alliance Ventures Ltd.)
(an exploration stage company)
December 31, 2006


BALANCE SHEET

(Expressed in U.S. Dollars)		2006

ASSETS
Current assets
Cash and cash equivalents (Note 4)	$	515,312
Interest receivable		751
Prepaid expenses		2,734
Total current assets		518,797

Fixed assets, net (Note 6)		66,233

Total assets	$	585,030

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued expenses	$	22,336
Accounts payable and accrued expenses - related party (Note 8)		34,346
Total current liabilities		56,682

Common stock, par value $0.001, authorized 100,000,000
shares; issued and outstanding 20,315,135 shares		20,315
Additional paid-in capital		4,629,709
Accumulated deficit		(9,066)
Deficit accumulated during the exploration stage		(4,112,610)

Total stockholders' equity		528,348

Total liabilities and stockholders' equity	$	585,030



(The accompanying notes are an integral part of these financial statements)


EURASIA ENERGY LIMITED
(formerly Pacific Alliance Ventures Ltd.)
(an exploration stage company)

STATEMENTS OF OPERATIONS
For the Years ended December 31, 2006 and 2005, and for the Period from
November 28, 2005 (the effective date of the exploration stage) through December 31, 2006

						Cumulative
						During the
						Exploration
(Expressed in U.S. Dollars)		2006		2005		Stage

Revenue	$	-	$	-	$	-

Expenses
Consulting		168,721		3,030		171,751
Data acquisition cost		19,300		-		19,300
General and administrative		160,512		2,457		162,969
General and administrative - related party (Note 8)		24,853		-		24,853
Travel		74,893		8,111		83,004
Stock-based compensation (Note 7(c))		3,675,633		-		3,675,633
		4,123,912		13,598		4,137,510

Operating Loss		(4,123,912)		(13,598)		(4,137,510)

Other income and expenses
Interest income		24,900		-		24,900

Loss from continuing operations		(4,099,012)		(13,598)		(4,112,610)

Discontinued operations		-		(22,367)		-

Net loss	$	(4,099,012)	$	(35,965)		(4,112,610)

Net loss per common share (basic and fully diluted)
Continuing operations	$	(0.20)	$	(0.00)
Discontinued operations		(0.00)		(0.00)

Net loss per common share	$	(0.20)	$	(0.00)

Weighted average number of common shares outstanding		20,284,313		19,999,481

(The accompanying notes are an integral part of these financial statements)


EURASIA ENERGY LIMITED
(formerly Pacific Alliance Ventures Ltd.)
(an exploration stage company)

STATEMENTS OF STOCKHOLDERS' EQUITY

For the Years ended December 31, 2006 and 2005, and for the Period from
November 28, 2005 (the effective date of the exploration stage) through December 31, 2006


					Deficit
					Accumulated
					During the	Total
	Common Stock		Additional	Accumulated	Exploration	Stockholders'
(Expressed in U.S. Dollars)	Shares	Amount	paid-in capital	Deficit	Stage	Equity

Balance, December 31, 2004	19,810,200	$ 19,810	$ 77,113	$ 13,301	$ -	$ 110,224

Issuance of common stock	254,935	255	127,213	-	-	127,468

Net loss for the year ended December 31, 2005				(22,367)	(13,598)	(35,965)

Balance, December 31, 2005	20,065,135	20,065	204,326	(9,066)	(13,598)	201,727

Issuance of common stock and warrants, February 2006	250,000	250	749,750	-	-	750,000

Stock-based compensation expense	-	-	3,675,633	-	-	3,675,633

Net loss for the year ended December 31, 2006	-	-	-	-	(4,099,012)	(4,099,012)

Balance, December 31, 2006	20,315,135	$ 20,315	$ 4,629,709	$ (9,066)	$ (4,112,610)	$ 528,348

(The accompanying notes are an integral part of these financial statements)


EURASIA ENERGY LIMITED
(formerly Pacific Alliance Ventures Ltd.)
(an exploration stage company)

STATEMENTS OF CASH FLOWS
For the Years ended December 31, 2006 and 2005, and for the Period from
November 28, 2005 (the effective date of the exploration stage) through December 31, 2006


						Cumulative
						During the
						Exploration
(Expressed in U.S. Dollars)		2006		2005		Stage

Cash flows from (used in) operating activities
Loss from continuing operations	$	(4,099,012)	$	(13,598)	$	(4,112,610)
Adjustments to reconcile loss from continuing operations
to net cash flows from operating activities
Stock-based compensation		3,675,633		-		3,675,633
Depreciation		10,307		-		10,307
Change in operating assets and liabilities
Accounts receivable, related party		5,000		-		5,000
Interest receivable		(751)		-		(751)
Prepaid expenses		(451)		-		(451)
Prepaid expenses - related party		(2,283)		-		(2,283)
Accounts payable and accrued expenses		21,736		600		21,736
Accounts payable and accrued expenses - related party		34,346		-		34,346
Net cash used in operating activities		(355,475)		(12,998)		(369,073)

Cash flows from investing activities
Fixed assets additions		(76,540)		-		(76,540)
Net cash used in investing activities		(76,540)		-		(76,540)

Cash flows from financing activities
Proceeds from issuance of common stock and warrants		750,000		127,468		750,000
Net cash provided by financing activities		750,000		127,468		750,000

Net cash provided by continuing operations		317,985		114,470		304,387

Net cash used in discontinued operations		-		(23,153)		-

Increase in cash and cash equivalents		317,985		91,317		304,387

Cash and cash equivalents , beginning of period		197,327		106,010		210,925

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Cash and cash equivalents , end of period	$	515,312	$	197,327	$	515,312

Cash and cash equivalents, consist of:
Cash at bank	$	65,312	$	197,327	$	65,312
Short term deposit		450,000		-		450,000
	$	515,312	$	197,327	$	515,312


Supplemental Information:

Cash paid for income taxes	$	-	$	600	$	-
Cash paid for interest	$	-	$	-	$	-


(The accompanying notes are an integral part of these financial statements)

EURASIA ENERGY LIMITED

(formerly Pacific Alliance Ventures Ltd.)

(an exploration stage company)

Notes to Financial Statements

December 31, 2006

Note 1 - Organization

Eurasia Energy Limited ("the Company") (formerly Pacific Alliance Ventures Ltd.) (an exploration stage company) was a marketing and advertising service provider during 2005 (Note 5). The Company designed marketing and advertising campaigns for corporate clients wishing to increase awareness of their products, services, corporate image and general corporate branding. The Company conducted its business through offices in Phoenix, Arizona, and Vancouver, British Columbia.

On November 28, 2005, the Company signed a memorandum of understanding (“MOU”) with the State Oil Company of the Azerbaijan Republic ("SOCAR") which granted the Company the exclusive right to negotiate an Exploration, Rehabilitation, Development and Production Sharing Agreement ("ERDPSA") for a 600 square kilometer oil and gas block (the "Block") in the Republic of Azerbaijan. The effective date of the MOU was December 7, 2005. The Block is located in the shallow coastal waters of the Azerbaijan sector of the Caspian Sea approximately 70 kilometers south of the Azerbaijan capital of Baku.

Under the terms of the MOU, the Company had 12 months to negotiate and sign the ERDPSA with SOCAR. The MOU stipulated that SOCAR would provide the Company with all existing data relevant to the Block within 60 days from the effective date of the MOU. The MOU provided for termination in the event that the Company and SOCAR did not sign an agreement on the basic commercial principals and provisions of an ERDPSA on or before December 7, 2006. The termination date passed without the parties agreeing the commercial principals and the MOU terminated. The Company is continuing in discussions with SOCAR with a view to extending the MOU to give more time to reach agreement on the basic commercial principals and provisions of an ERDPSA. The Company has completed its comprehensive study and initial development plan for the 600 square kilometer offshore oil and gas block which is the subject of the MOU.

This transaction changed the Company's principal business activity and the Company changed its name to better reflect the Company's plan of operations. As such, these financial statements have been prepared treating the Company as an exploration stage company, effective November 28, 2005. Accordingly, all activity of the marketing and advertising services is presented as discontinued operations in these financial statements.

The Company's offices in Aberdeenshire, Scotland and Vancouver, B.C. are currently provided on a rent free basis by the President and Chief Executive Officer and Chief Financial Officer of the Company, respectively. Due to limited Company operations, any facilities expenses are not material and have not been recognized in these financial statements.

Note 2 - Basis of Presentation - Going Concern Uncertainties

The Company is an exploration stage company as defined by Financial Accounting Standards Board Statement No. 7. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in United States, which contemplate continuation of the Company as a going concern. However, the Company has limited operations and has sustained operating losses in recent years resulting in an accumulated deficit. In view of these matters, realization of a major

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portion of the assets in the accompanying balance sheet is dependent upon the continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financing requirements, and the success of its future operations.

The Company has incurred losses from operations and has an accumulated deficit of $4,112,610 from the date of inception of the exploration stage (November 28, 2005) to December 31, 2006. The Company's ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

To meet the objectives in its Plan of Operations, the Company raised $750,000 pursuant to a non-brokered private placement of 250,000 units at $3.00 per unit during the first quarter of 2006. Each unit consists of one share of common stock and one share purchase warrant for acquiring one additional share of common stock for $4.00 per share until February 15, 2007. The Company believes that the cash on hand will be able to meet its on-going costs in the next 12 months. The Company may seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

Note 3 – Significant Accounting Policies

(a)

Principles of Accounting

These financial statements are stated in U.S. Dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America.

(b)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

(c)

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company has cash equivalents for the year ended December 31, 2006 (Note 4). The Company occasionally has cash deposits in excess of insured limits.

(d)

Fixed Assets

Fixed assets are recorded at cost. Expenditures for betterments and additions are capitalized, while replacement, maintenance and repairs, which do not extend the lives of the respective assets, are charged to expense when incurred. Depreciation is computed using the straight-line method at the following rates, calculated to amortize the cost of the assets less their residual values over their estimated useful lives.

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Motor vehicle	20%
Office equipment	20%

(e)

Start-up Costs

The Company accounts for start-up costs in accordance with Statement of Position (SOP) 98-5, “Reporting on the Costs of Start-up Activities” , where they are expensed as incurred. For income tax purposes, the Company has elected to treat its organizational costs as deferred expenses and amortize them over a period of sixty months, beginning in the first month the Company is actively in business.

(f)

Mineral Properties and Exploration Expenses

Acquisition and exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at December 31, 2006, the Company did not have proven reserves.

(g)

Income Taxes

The Company accounts for income taxes under the provisions of Statement of Financial Accounting Standard (or "SFAS") No. 109, “Accounting for Income Taxes.” Under SFAS No. 109, deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary, to reduce deferred income tax assets to the amount expected to be realized.

(h)

Earnings (Loss) Per Share

Basic earnings (loss) per share is based on the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic earnings (loss) per share is computed by dividing income/loss (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. All earnings (loss) per share amounts in the financial statements are basic earnings or loss per share, as defined by SFAS No. 128, “Earnings Per Share”. Convertible securities that could potentially dilute basic earnings per share in the future, such as options and warrants, are not included in the computation of diluted earnings or loss per share because to do so would be antidilutive. All per share information is adjusted retroactively to reflect stock splits and changes in par value.

(i)

Advertising Expenses

The Company expenses advertising costs as incurred. The Company did not incur any advertising costs during the years ended December 31, 2006 and 2005.

(j)

Stock-Based Compensation

Prior to January 1, 2006, the Company accounted for stock-based awards under the intrinsic value method, which followed the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees" , and related Interpretations. The intrinsic value method of

- 21 -

accounting resulted in compensation expense for stock options to the extent that the exercise prices were set below the fair market price of the Company's stock at the date of grant.

As of January 1, 2006, the Company adopted SFAS No. 123(R) “Share-Based Payment” using the modified prospective method, which requires measurement of compensation cost for all stock-based awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with the Company's valuation techniques previously utilized for options in footnote disclosures required under SFAS No. 123, "Accounting for Stock Based Compensation" , as amended by SFAS No. 148, "Accounting for Stock Based Compensation Transition and Disclosure" .

(k)

Comprehensive Income

The Company adopted SFAS No. 130, "Reporting Comprehensive Income ", which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. There are no items of other comprehensive income to present for 2006 and 2005.

(l)

Foreign Currency Translation

The Company maintains both U.S. Dollar and Canadian Dollar bank accounts at a financial institution in Canada. Foreign currency transactions are translated into their functional currency, which is U.S. Dollar, in the following manner:

At the transaction date, each asset, liability, revenue and expense is translated into the functional currency by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are translated into U.S. Dollars by using the exchange rate in effect at that date. Transaction gains and losses that arise from exchange rate fluctuations are included in the results of operations.

(m)

Impairment of Long-Lived Assets

Long-lived assets of the Company are reviewed for impairment when changes in circumstances indicate their carrying value has become impaired, pursuant to guidance established in the SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets . Management considers assets to be impaired if the carrying amount of an asset exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the asset will be written down to fair value, and a loss is recorded as the difference between the carrying value and the fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value. Management has determined that there was no impairment as of December 31, 2006 and 2005.

(n)

Fair Value of Financial Instruments

The determination of fair value of financial instruments is made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgement, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short-term nature of these instruments. The Company places its cash with high credit quality financial institutions.

(o)

Related Party Transactions

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A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

(p)

New Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes , (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for financial statements as of December 15, 2006. The adoption of FIN 48 is expected to have no impact on the Company's financial statements.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements but does not require any new fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company has not yet determined the impact of applying FAS 157.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities , (“FAS 159”). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. FAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company has not yet determined the impact of adopting FAS 159 on the Company’s financial position.

Note 4 – Cash Equivalents

As of December 31, 2006, the Company has a short term deposit of $450,000 maintained at a bank, with interest at 4.35% per annum, maturing on January 17, 2007.

Interest receivable of $751 has been accrued as of December 31, 2006.

Note 5 - Discontinued Operations

Loss from discontinued operations in the statements of operations includes expenses of the Company prior to the change in business operations discussed in Note 1. Revenue in the year ended December 31, 2006 and 2005 are $nil and $64,650 respectively, are included in the loss from discontinued operations. As of December 31, 2006, all assets and all liabilities of the discontinued operations have been assumed by the continuing operations. Accordingly, no assets or liabilities have been classified as related to the discontinued operation as of December 31, 2006.

Note 6 - Fixed Assets

Fixed assets consist of the following as at December 31, 2006:

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Motor vehicle	$ 74,500
Office equipment	2,040
	76,540
Less: accumulated depreciation	(10,307)
	$ 66,233

Depreciation charged to operations for the years ended December 31, 2006 and 2005, and the period from inception to December 31, 2006, amounted to $10,307, $nil, and $10,307, respectively.

Note 7 - Common Stock, Warrants and Options

(a)

Common Stock

On February 21, 2005, the Board of Directors approved a 2 for 1 forward split of the Company's stock. The accompanying financial statements are presented on a post-split basis.

On February 15, 2006, the Company completed a non-brokered private placement of 250,000 units at $3 per unit for $750,000. Each unit consists of one share of common stock and one share purchase warrant for acquiring one additional share of common stock for $4 per share until February 15, 2007.

The fair value of the warrants issued is approximately $318,000 estimated using the Black-Scholes option pricing model with assumptions as follows:


Risk free interest rate	4.7%
Expected life of the conversion feature in years	1.00 year
Expected volatility	140.4%
Dividend per share	$0.00

(b)

Warrants

The movement of share purchase warrants can be summarized as follows:


		Weighted average
	Number of warrants	exercise price

Balance, December 31, 2005	-	$ -
Issued	250,000	4.00
Balance, December 31, 2006	250,000	$ 4.00

As of December 31, 2006, 250,000 warrants at an exercise price of $4.00 expiring on February 15, 2007 are outstanding.

(c)

Options

The movement of options can be summarized as follows:

- 24 -


		Weighted average
	Number of options	exercise price

Balance, December 31, 2005 and 2004	-	$ -
Issued	1,535,000	1.00
Balance, December 31, 2006	1,535,000	$ 1.00

On March 13, 2006, the 2006 Stock Option Plan ("Plan") was approved by the Board of Directors. The Company has allotted 2,000,000 shares for issuance under the Plan.

On April 14, 2006, the Company granted 1,500,000 stock options at a price of $3 per share to its directors, employees and consultants expiring on April 14, 2011. The stock options are vested immediately. The fair value of the options granted was estimated at $2.44 by using the Black-Scholes Option Pricing Model with the following assumptions: dividend yield of 0%, forfeiture rate 0%, expected volatility of 121.2%, risk-free interest rates of 4.97%, and expected lives of 5 years.

The exercise price of the 1,500,000 stock options granted on April 14, 2006 was changed from $3 to $1 per share on October 12, 2006. The fair value of the re-priced options was estimated at $0.70 by using the Black-Scholes Option Pricing Model with the following assumptions: dividend yield of 0%, forfeiture rate 0%, expected volatility of 144.8%, risk-free interest rates of 4.74%, and expected lives of 4.5 years.

On October 12, 2006, the Company granted 35,000 stock options at a price of $1 per share expiring on May 31, 2007. The stock options are vested immediately. The fair value of the options granted was estimated at $0.30 by using the Black-Scholes Option Pricing Model with the following assumptions: dividend yield of 0%, forfeiture rate 0%, expected volatility of 140.6%, risk-free interest rates of 5.13%, and expected life of 0.6 year.

The weighted average remaining contractual life of the outstanding stock options at December 31, 2006 is 4.2 years.

During the years ended December 31, 2006 and 2005, compensation expense of $3,675,633 and $nil, respectively, were recognized for options previously granted.

Note 8 - Related Party Transactions

Included in accounts payable there is an amount of $34,346 due to the Chief Executive Officer for ongoing expenses incurred on behalf of the Company in United Kingdom.

During the years ended December 31, 2006 and 2005, the Company paid director fees of $7,500 and $nil respectively to one director.

During the years ended December 31, 2006 and 2005, the Company paid corporate and administrative service charges of $17,353 and $nil respectively to a law firm of which a director of the Company is the owner.

Note 9 – Income Taxes

The Company is liable for taxes in United States. As of December 31, 2006, the Company did not have any income for tax purposes and therefore, no tax liability or expense has been recorded in these financial statements.

- 25 -

The Company has available net operating loss carryforwards of approximately $423,000 for tax purposes to offset future taxable income which expires commencing 2025 through to the year 2026. Pursuant to the Tax Reform Act of 1986, annual utilization of the Company’s net operating loss carryforwards may be limited if a cumulative change in ownership of more than 50% is deemed to occur within any three-year period.

The deferred tax asset associated with the tax loss carryforward is approximately $144,000 (2005: $12,200). The Company has provided a valuation allowance against the deferred tax asset. The change in the valuation allowance was an increase of $131,800 (2005: $12,200).

Note 10 - Contingent Liabilities

The Company and its Chief Executive Officer, Nicholas W. Baxter, have been named in a law suit commenced in the Court of Session in Edinburgh, Scotland. The Company and Mr. Baxter have been sued by Arawak Energy Corporation (“Arawak”) and its wholly owned subsidiary, Commonwealth Oil & Gas Company Limited (“Commonwealth”). Mr. Baxter was a director of Arawak until May 5, 2003. Mr. Baxter was periodically a director of Commonwealth until February, 2006. The Company is not associated with or connected to Arawak or Commonwealth in any business or contractual context. Arawak and Commonwealth allege that in the course of his directorship, Mr. Baxter breached his fiduciary duty as a director and accessed and used confidential information relating to Arawak and Commonwealth oil and gas properties in Azerbaijan for the purpose of securing the Company’s MOU for its Block in Azerbaijan. The Company has been made a party to the action as an alleged knowing recipient of confidential information and of a commercial opportunity diverted to it in breach of fiduciary duty. Arawak and Commonwealth are seeking US$17.2 million in damages from Mr. Baxter, a declaration that the Company holds its MOU in trust for the benefit of Arawak and Commonwealth and an accounting of profits up to US$100 million or alternatively damages against Mr. Baxter and the Company for breach of confidence in the same amount. The Company and Mr. Baxter have retained joint counsel and will be filing an appearance and defense in due course.

The allegations of misappropriation of confidential information by Mr. Baxter and the Company and of breach of fiduciary duty by Mr. Baxter with the knowledge of the Company are completely rejected both on the facts and on the law. The Company will aggressively defend the action by Arawak and Commonwealth while continuing to advance its interests in Azerbaijan with the negotiation and execution of the ERDPSA. The Company has sufficient cash on hand to finance all of its development work in Azerbaijan and to pay the costs associated with the Arawak/Commonwealth lawsuit.

No liability has been recorded in these financial statements.

Note 11 - Subsequent Event

On February 22, 2007, Arawak and Commonwealth amended their pleadings to remove the allegations of misappropriation of confidential information and breach of confidence and the principal pursuer, Arawak Energy Corporation, has sought to remove itself from the action. In the alternative to the claim for an accounting of profits, there was added a claim for damages in the amount of US$100 million against Mr. Baxter and the Company in respect of the alleged breach of fiduciary duty.

- 26 -

Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

We have had no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure with any of our accountants since our incorporation on October 20, 2003.

Item 8A. Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, being December 31, 2006, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer. Based upon that evaluation, our president and chief executive officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report. There have been no significant changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.

Our internal control over financial reporting is a 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 our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes 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 our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Item 8B. Other Information

All information required to be disclosed by the Company has been disclosed in the Company’s Form 8K’s filed during the year ended December 31, 2006.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons and Corporate Governance;

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

Set forth below are the present directors and executive officers of the Company. Note that there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer.

- 27 -

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers serve at the discretion of the Board of Directors.


Name	Age	Position
Nicholas W. Baxter	53	President, C.E.O. and Director
Gerald R. Tuskey	46	C.F.O., Secretary and Director
Roger Thomas	61	Director

The above listed officers and directors will serve until the next annual meeting of the shareholders or until their death, resignation, retirement, removal, or disqualification, or until their successors have been duly elected and qualified. Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors. Our officers serve at the will of the Board of Directors. There are no family relationships between any of our executive officers and directors.

Resumes

Nicholas B. Baxter, President, C.E.O. and Director

Mr. Baxter was appointed as a director of our company on March 31, 2005 and as President and C.E.O. on November 28, 2005. Mr. Baxter has a 20 year career in international resource exploration and development. Originally trained as a geophysicist, Mr. Baxter received a Bachelor of Science (Honors) from the University of Liverpool in 1975. Mr. Baxter has worked on geophysical survey and exploration projects in the U.K., Europe, Africa and the Middle East. From 1981 to 1985, Mr. Baxter worked for Resource Technology plc, a geophysical equipment sales/services company. Resource Technology plc went public on the USM in London in 1983 and graduated to the London Stock Exchange in 1984. Mr. Baxter was a non-executive director with Ocean Marine Technologies, Inc. from 1987 to 1990. Ocean Marine Technologies, Inc. was involved in offshore gold exploration and light manufacturing and went public on the Vancouver Stock Exchange in 1986. Mr. Baxter was Chief Operating Officer and a director of A&B Geoscience Corporation (now Arawak Energy Corporation) from 1992 to 2002. During this period, A&B Geoscience Corporation negotiated and managed the first seismic survey in the Caspian Sea by a western contractor. Additionally, A&B Geoscience Corporation, under Mr. Baxter’s guidance, secured the first onshore production sharing agreement in Azerbaijan in 1998. A&B Geoscience Corporation raised over US$35 million in equity and debt financing for its seismic operations and oil and gas exploration and development activities. A&B Geoscience Corporation became controlled by a private oil trading firm in 2002.

Gerald R. Tuskey, C.F.O., Corporate Secretary and Director

Mr. Tuskey was appointed as a director and officer of our company on October 20, 2003. For the past 12 years, Mr. Tuskey has worked as a self-employed corporate/securities lawyer based in Vancouver, British Columbia. Before establishing his own independent practice, Mr. Tuskey was employed as an associate lawyer by firms in Calgary and Vancouver. Mr. Tuskey has 20 years experience in providing securities and corporate law counsel to a wide variety of domestic and international publicly traded clients. Mr. Tuskey takes primary responsibility for our company's capital structuring, financing activities and corporate and regulatory filings and compliance.

Roger Thomas, Director

Mr. Thomas has served as our director since March 24, 2006. Roger Thomas was born in Cardiff in 1945. He was educated in Wales and at The Leys School, Cambridge. In 1968, after four years study at the School of Oriental and African Studies (SOAS) of London University, he obtained an Honours Degree in Turkish.

Mr. Thomas joined the Foreign Office in 1968 and first spent three years in London dealing with international maritime law and continental shelf delimitation of all British territories overseas. In 1971, was posted to the

- 28 -

Chancery (the political section) at the British Embassy in Cairo where he dealt with internal and economic affairs of Egypt (and the Yom Kippur War of October 1973). Between 1974 and 1978 he served at the British Mission to the EC in Brussels and was spokesman for environmental legislation (mainly concerning permissible levels of industrial discharges to air and water). There followed a three-year term in Turkey as HM Consul, a politically sensitive post after the Timothy Davy case and Midnight Express.

In 1982 Mr. Thomas was posted back to London where he served in the legal affairs division of European Communities Department with responsibility for parliamentary scrutiny of EC legislation. In 1986 he started an eight year period of living in Germany, first as Commercial Consul in Frankfurt and later as Consul-General in Stuttgart. This brought him many years of contact with the banking sector (Deutsche, Dresdner and Commerz Banks in particular) and with German industry (Bosch, Daimler, Porsche, etc).

In 1993 Mr. Thomas returned to the Foreign Office in London where he headed a team of analysts on Iraqi WMD. He was in charge of all British personnel taking part in UNSCOM weapons inspections in Iraq.

From August 1997 to October 2000, Mr. Thomas served as British Ambassador at Baku, Azerbaijan. The politics of the Caucasus, good government/human rights, and issues relating to oil and pipelines were the most pressing matters of the time. He was awarded the CMG (Companion of the order of St Michael and St George) in 2000. After leaving Baku, he was seconded to the Digital Business Division of BP for six months.

Mr. Thomas’s final diplomatic post was as Consul-General in San Francisco where he was custodian of British commercial interests in California, Nevada, Oregon, Washington, Idaho, Montana and Alaska. He speaks German, French, Turkish and Azerbaijani.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and ten percent stockholders are required by regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on copies of such forms received or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended December 31, 2006, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.

Code of Ethics

Effective January 1, 2007, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company's President and Secretary (being our principal executive officer, principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

compliance with applicable governmental laws, rules and regulations;

the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

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accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's Senior Officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly Senior Officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any Senior Officer who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics is filed with the Securities and Exchange Commission as Exhibit 14.1 to our annual report. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Eurasia Energy Limited, c/o Suite 1003, 409 Granville Street, Vancouver, B.C., V6C 1T2.

Board Meetings and Committees

Our board of directors did not meet in person or by teleconference during our 2006 fiscal year. Decisions of the Board of Directors were taken by written resolutions. Our board of directors did meet subsequent to the end of 2006 fiscal year, on March 7, 2007 and March 9, 2007. These meetings were attended by all three members of the board of directors. Our board members are resident in British Columbia, Scotland and England. This makes it difficult for our board members to meet as a group more than once in each fiscal year. Messrs. Thomas and Baxter meet regularly in London, England to discuss our corporate business.

Nominating Committee, Audit Committee and Compensation Committee

Our board of directors, consisting of three members, also constitutes each of the nominating committee, audit committee and compensation committee. Given that our officers work on behalf of our company for no cash compensation, there is no purpose in forming an independent compensation committee. Additionally, there is currently no function to be administered by a nominating committee as our existing officers and directors will be serving in those positions through the end of the 2007 fiscal year. Our entire board of directors reviews the quarterly and annual financial statements and serves as a de facto audit committee.

Shareholder Communications

Our company maintains the website www.eurasiaenergy.com . Investors and shareholders are able to send email correspondence to the Company which is received by an investor relations consultant. Communications to the Company’s board of directors which are sent through the Company’s website are passed on to board members.

Item 10. Executive Compensation

The following “Summary Compensation Table” sets out the compensation paid to our executive officers in our last two fiscal years.

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SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-

Equity

Incentive

Plan Compen-

Sation

($)

Non-

Qualified

Deferred

Compen-

Sation

($)

All

Other

Comp-

ensation

($)

Total

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Velda King

Former President, C.E.O. and Director

2005

$12,000

$0.00

$12,000

Gerald R. Tuskey,

C.F.O., Secretary, Treasurer and Director

2005

2006

$0.00

$0.00 ⁽¹⁾

$0.00

Nicholas W. Baxter

President, C.E.O. and Director

2005

2006

$0.00

$0.00 ⁽¹⁾

$0.00

⁽¹⁾

Each of Gerald Tuskey and Nicholas Baxter have been granted 500,000 stock options exercisable at $1.00 per share until April 14, 2011. The stock options are not in the money as of the date of this Form 10KSB and therefore have been given no current value.

The following “Outstanding Equity Awards at Fiscal Year End” table sets out the outstanding equity awards to our executive officers which were outstanding as at December 31, 2006.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END


	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have not Vested ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Nicholas W. Baxter	500,000	0	0	$1.00	April 14, 2011	0	-	0	-
Gerald R. Tuskey	500,000	0	0	$1.00	April 14, 2011	0	-	0	-

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The following “Director Compensation” table sets out the compensation paid to our directors for the fiscal year ended December 31, 2006.

DIRECTOR COMPENSATION


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($)	Non- Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Roger Thomas	$7,500	-	$0.00 ⁽¹⁾	-	-	-	$7,500

(1)

Mr. Roger Thomas has been granted 150,000 stock options at an exercise price of $1.00 per share which expire on April 14, 2011. No stock options were exercised by Mr. Thomas as at December 31, 2006. The stock options are not in the money as of the date of this Form 10KSB and therefore have been given no current value.

Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table provides information regarding the beneficial ownership of our common stock as of December 31, 2006 by:

each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock,

each of our directors and named executive officers, and

all of our directors and executive officers as a group.


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Common	Gerald R. Tuskey Director Suite 1003, 409 Granville Street Vancouver, B.C. V6C 1T2	1,000,000 shares Direct Ownership	4.92%
Common	Nicholas W. Baxter President and Director Downiehills, Blackhills Peterhead Aberdeenshire, AB42 3LB U.K. Scotland	3,000,000 shares Direct Ownership	14.76%
Common	Kevin Bell 1160 - 20 ^th Avenue Prince George, B.C.	1,500,000 shares Direct Ownership	7.38%

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Common	Lloyd Blackmore 18 Queens Street St. Georges, Bermuda	1,500,000 shares Direct Ownership	7.38%
Common	Ryan Bateman 2 Tablerock Avenue Pembroke, Bermuda HM04	1,500,000 shares Direct Ownership	7.38%
Common	Cede & Co. P.O. Box 20 Bowling Green Station New York, NY 10274	5,838,050 shares Indirect Ownership	28.74%
Common	Management as a Group including all executive officers (2) and directors (2)	4,000,000 shares Direct Ownership	19.69%

As at March 19, 2007, the balance of our outstanding common stock was held by 57 registered shareholders, none of whom hold 5% or more of our outstanding common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, the persons or entities named in the table above have sole voting and investment power with respect to all shares indicated as beneficially owned by them.

Changes in Control. We are not aware of any arrangements which may result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-B.

Item 12. Certain Relationships and Related Transactions and Director Independence

Transactions with Related Parties

Our company has not entered into any related party transactions.

Director Independence

Our company has three members of the board of directors. We consider a director to be “independent” if that person serves only as a member of our board of directors and is not otherwise employed by our company as an employee, officer or consultant. Following this definition of director independence, Roger Thomas is the only member of our company’s board of directors who is independent. Mr. Nicholas Baxter serves as our company’s President and Chief Executive Officer and Mr. Gerald Tuskey serves as our company’s Chief Financial Officer and Corporate Secretary. Neither Mr. Baxter nor Mr. Tuskey receive cash compensation for acting in their capacities as President and C.E.O. and C.F.O., Corporate Secretary, respectively, however, they are not considered independent.

Item 13. Exhibits

Exhibits

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Exhibit Number	Description
3.1	Articles of Incorporation and amendments thereto, as filed with the Issuer's Form 10-SB (file no. 0-50608) filed on February 27, 2004 incorporated herein by reference.
3.3	Bylaws as filed with the Issuer's Form 10-SB (file no. 0-50608) on February 27, 2004 incorporated herein by reference.
13.1	Form 10QSB for the Period ended March 31, 2006, filed on May 15, 2006, incorporated herein by reference.
13.2	Form 10QSB for the Period ended June 30, 2006, filed on August 14, 2006, incorporated herein by reference.
13.3	Form 10QSB for the Period ended September 30, 2006, filed on November 13, 2006, incorporated herein by reference.
14.1	Code of Ethics
23	Consent of Auditor
31.1	Section 302 Certification by the Company's Chief Executive Officer
31.2	Section 302 Certification by the Company's Chief Financial Officer
32	Section 906 Certification

Item 14. Principal Accountant Fees and Services

Audit Fees

For the period ended December 31, 2006, the aggregate fees to Peterson Sullivan PLLC for professional services rendered for the audit of our annual financial statements included in our annual report on Form 10-KSB and reviews of the 2006 quarterly financial statements included on Form 10-QSB were $18,500. For the period ended December 31, 2005, the aggregate fees to Peterson Sullivan PLLC for professional services rendered for the audit of our annual financial statements included in our annual report on Form 10-KSB and reviews of the 2005 quarterly financial statements included on Form 10-QSB were $12,142.

Audit Related Fees

For the periods ended December 31, 2006 and 2005, the aggregate fees billed for assurance and related services by Peterson Sullivan PLLC relating to the performance of the audit of our financial statements which are not reported under the caption "Audit Fees" above, was $0.00.

Tax Fees

For the period ended December 31, 2006, the aggregate fees expected to be paid to Peterson Sullivan PLLC for tax compliance professional services, other than those services listed above, approximate $2,000. For the period ended December 31, 2005, the aggregate fees to Peterson Sullivan PLLC for other non-audit professional services, other than those services listed above, totalled $2,963.

We do not use Peterson Sullivan PLLC for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage Peterson Sullivan PLLC to provide compliance outsourcing services.

- 34 -

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Peterson Sullivan PLLC is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

approved by our audit committee (which consists of our entire board of directors); or

entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by Peterson Sullivan PLLC and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Peterson Sullivan PLLC’s independence.

SIGNATURES

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.

EURASIA ENERGY LIMITED

Dated: March 28, 2007

Per:

/s/Gerald R. Tuskey

Gerald R. Tuskey,

Chief Financial Officer, Secretary and Director

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

/s/Gerald R. Tuskey

Gerald R. Tuskey, C.F.O., Secretary and Director

March 28, 2007

Date

EURASIA ENERGY LIMITED

(the “Company”)

CODE OF ETHICS AND BUSINESS CONDUCT

FOR THE SENIOR EXECUTIVE OFFICER AND

SENIOR FINANCIAL OFFICERS

(the “Code”)

This Code applies to the Chief Executive Officer, President, Secretary, Chief Financial Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Controller and persons performing similar functions within the Company (the “Senior Officers”). This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all Senior Officers of the Company. All Senior Officers should conduct themselves accordingly and seek to avoid the appearance of improper behaviour in any way relating to the Company.

Any Senior Officer who has any questions about the Code should consult with the Chief Executive Officer, the Company’s board of directors (the “Board”) or the Company’s audit committee (the “Audit Committee”).

The Company has adopted the Code for the purpose of promoting:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely and understandable disclosure in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company that are within the Senior Officer’s area of responsibility;

compliance with applicable governmental laws, rules and regulations;

the prompt internal reporting of violations of the Code; and

accountability for adherence to the Code.

HONEST AND ETHICAL CONDUCT

Each Senior Officer owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest and candid. Senior Officers must adhere to a high standard of business ethics and are expected to make decisions and take actions based on the best interests of the Company, as a whole, and not based on personal relationships or benefits. Generally, a “conflict of interest” occurs when a Senior Officer’s personal interest is, or appears to be, inconsistent with, interferes with or is opposed to the best interests of the Company or gives the appearance of impropriety.

Business decisions and actions must be made in the best interests of the Company and should not be influenced by personal considerations or relationships. Relationships with the Company’s stakeholders - for example suppliers, competitors and customers - should not in any way affect a Senior Officer’s responsibility and accountability to the Company. Conflicts of interest can arise when a Senior Officer or a member of his or her family receives improper gifts, entertainment or benefits as a result of his or her position in the Company.

Specifically, each Senior Officer must:

- 2 -

act with integrity, including being honest and candid while still maintaining the confidentiality of information when required or consistent with the Company’s policies;

avoid violations of the Code, including actual or apparent conflicts of interest with the Company in personal and professional relationships;

disclose to the Board or the Audit Committee any material transaction or relationship that could reasonably be expected to give rise to a breach of the Code, including actual or apparent conflicts of interest with the Company;

obtain approval from the Board or Audit Committee before making any decisions or taking any action that could reasonably be expected to involve or result in a conflict of interest or the appearance of a conflict of interest;

observe both the form and spirit of laws and governmental rules and regulations, accounting standards and Company policies;

maintain a high standard of accuracy and completeness in the Company’s financial records;

ensure full, fair, timely, accurate and understandable disclosure in the Company’s periodic reports filed from time-to-time with the SEC;

report any violations of the Code to the Board or Audit Committee;

proactively promote ethical behaviour among peers in his or her work environment; and

10.

maintain the skills appropriate and necessary for the performance of his or her duties.

DISCLOSURE OF COMPANY INFORMATION

As a result of the Company’s status as a public company, it is required to file periodic and other reports with the SEC. The Company takes its public disclosure responsibility seriously and desire to ensure that these reports furnish the marketplace with full, fair, accurate, timely and understandable disclosure regarding the financial and business condition of the Company. All disclosures contained in reports and documents filed with or submitted to the SEC, or other government agencies on behalf of the Company or contained in other public communications made by the Company must be complete and correct in all material respects and understandable to the intended recipient.

The Senior Officers, in relation to their area of responsibility, must be committed to providing timely, consistent and accurate information in compliance with all legal and regulatory requirements. It is imperative that this disclosure be accomplished consistently during both good times and bad and that all parties in the marketplace have equal or similar access to this information.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions, and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the book” funds, assets or liabilities should not be maintained unless permitted by applicable law or regulation. Senior Officers involved in the preparation of the Company’s financial statements must prepare those statements in accordance with generally accepted accounting principles, consistently applied, and any other applicable accounting standards and rules so that the financial statements materially, fairly and completely reflect the business transactions and financial statements and related condition of the

- 3 -

Company. Further, it is important that financial statements and related disclosures be free of material errors.

Specifically, each Senior Officer must:

familiarize himself or herself with the disclosure requirements generally applicable to the Company;

not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, including the Company’s independent auditors, governmental regulators, self-regulating organizations and other governmental officials;

to the extent that he or she participates in the creation of the Company’s books and records, promote the accuracy, fairness and timeliness of those records; and

in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.

CONFIDENTIAL INFORMATION

Senior Officers, directors and employees must maintain the confidentiality of confidential information entrusted to them by the Company of its customers, suppliers, joint venture partners, or others with whom the Company is considering a business or other transaction except when disclosure is authorized by an executive officer or required or mandated by laws or regulations. Confidential information includes all non-public information that might be useful or helpful to competitors or harmful to the Company or its customers or suppliers, if disclosed. It also includes information that suppliers, customers and other parties have entrusted to the Company. The obligation to preserve confidential information continues even after employment ends.

Records containing personal data about employees or private information about customers and their employees are confidential. They are to be carefully safeguarded, kept current, relevant and accurate. They should be disclosed only to authorized personnel or as required by law.

All inquiries regarding the Company from non-employees, such as financial analysts and journalists, should be directed to the Board or the Audit Committee. The Company's policy is to cooperate with every reasonable request of government investigators for information. At the same time, the Company is entitled to all of the safeguards provided by law for the benefit of persons under investigation or accused of wrongdoing, including legal representation. If a representative of any government or government agency seeks an interview or requests access to data or documents for the purposes of an investigation, the Senior Officer should refer the representative to the Board or the Audit Committee. Senior Officers also should preserve all materials, including documents and e-mails that might relate to any pending or reasonably possible investigation.

COMPLIANCE WITH LAWS

The Senior Officers must respect and obey all applicable foreign, federal, state and local laws, rules and regulations applicable to the business and operations of the Company.

Senior Officers who have access to, or knowledge of, material nonpublic information from or about the Company are prohibited from buying, selling or otherwise trading in the Company's stock or other securities. "Material nonpublic" information includes any information, positive or negative, that has not

- 4 -

yet been made available or disclosed to the public and that might be of significance to an investor, as part of the total mix of information, in deciding whether to buy or sell stock or other securities.

Senior Officers also are prohibited from giving "tips" on material nonpublic information, that is directly or indirectly disclosing such information to any other person, including family members, other relatives and friends, so that they may trade in the Company's stock or other securities.

Furthermore, if, during the course of a Senior Officer’s service with the Company, he or she acquires material nonpublic information about another company, such as one of our customers or suppliers, or you learn that the Company is planning a major transaction with another company (such as an acquisition), the Senior Officer is restricted from trading in the securities of the other company.

REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND ACCOUNTABILITY FOR COMPLIANCE WITH THE CODE

The Company, through the Board or the Audit Committee, is responsible for applying this Code to specific situations in which questions may arise and has the authority to interpret this Code in any particular situation. This Code is not intended to provide a comprehensive guideline for Senior Officers in relation to their business activities with the Company. Any Senior Officer may seek clarification on the application of this Code from the Board or the Audit Committee.

Each Senior Officer must:

notify the Company of any existing or potential violation of this Code, and failure to do so is itself a breach of the Code; and

not retaliate, directly or indirectly, or encourage others to do so, against any employee or Senior Officer for reports, made in good faith, of any misconduct or violations of the Code solely because that employee or Senior Officer raised a legitimate ethical issue.

The Board or the Audit Committee will take all action it considers appropriate to investigate any breach of the Code reported to it. All Senior Officers, directors and employees are required to cooperate fully with any such investigations and to provide truthful and accurate information. If the Board or the Audit Committee determines that a breach has occurred, it will take or authorize disciplinary or preventative action as it deems appropriate, after consultation with the Company’s counsel if warranted, up to and including termination of employment. Where appropriate, the Company will not limit itself to disciplinary action but may pursue legal action against the offending Senior Officer involved. In some cases, the Company may have a legal or ethical obligation to call violations to the attention of appropriate enforcement authorities.

Compliance with the Code may be monitored by audits performed by the Board, Audit Committee, the Company’s counsel and/or by the Company’s outside auditors. All Senior Officers, directors and employees are required to cooperate fully with any such audits and to provide truthful and accurate information.

Any waiver of this Code for any Senior Officer or director may be given only by the Board or the Audit Committee and will be promptly disclosed to stockholders and others, as required by applicable law. The Company must disclose changes to and waivers of the requirements imposed by the Code in accordance with applicable law.

[EX231002.GIF]

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 (Registration No. 333-117423) and in the related Prospectus of Eurasia Energy Limited (formerly Pacific Alliance Ventures Ltd.) (an exploration stage company) of our report dated March 23, 2007, on our audit of the balance sheet of Eurasia Energy Limited as of December 31, 2006, and the related statements of operations, stockholders' equity, and cash flows for the years ended December 31, 2006 and 2005, and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2006.

Our report, dated March 23, 2007, contains an explanatory paragraph that states that Eurasia Energy Limited has limited operations and has sustained operating losses resulting in an accumulated deficit at December 31, 2006. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ PETERSON SULLIVAN PLLC

March 23, 2007

Seattle, Washington

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nicholas W. Baxter, President and Chief Executive Officer of Eurasia Energy Limited, certify that:

I have reviewed this annual report on Form 10-KSB of Eurasia Energy Limited;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

March 28, 2007

/s/Nicholas W. Baxter

Date

Nicholas W. Baxter,

President and Chief Executive Officer

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gerald R. Tuskey, Chief Financial Officer of Eurasia Energy Limited, certify that:

I have reviewed this annual report on Form 10-KSB of Eurasia Energy Limited;

(a)

(b)

(c)

(a)

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

March 28, 2007

/s/Gerald R. Tuskey

Date

Gerald R. Tuskey,

President and Chief Executive Officer

EURASIA ENERGY LIMITED

A Nevada Corporation

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Nicholas W. Baxter, President and Chief Executive Officer and Gerald R. Tuskey, Chief Financial Officer of Eurasia Energy Limited, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

the annual report on Form 10-KSB of Eurasia Energy Limited for the year ended December 31, 2006 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Eurasia Energy Limited

Dated March 28, 2007

/s/Nicholas W. Baxter

Nicholas W. Baxter,

President and Chief Executive Officer

Dated March 28, 2007

/s/Gerald R. Tuskey

Gerald R. Tuskey,

Chief Financial Officer