EURASIA ENERGY LTD (Form: S-4, Received: 07/23/2007 11:46:26)

As filed with the Securities and Exchange Commission on July 18, 2007

Registration No. 333-133524

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EURASIA ENERGY LIMITED

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

1311

(Primary Standard Industrial

Classification Code Number)

98-0414501

(I.R.S. Employer

Identification No.)

Downiehills, Blackhills, Peterhead

Aberdeenshire, AB42 3LB, U.K. Scotland

Telephone: +44 (0)7881-814431

(Address including zip code and telephone number, including area code of registrant's principal executive offices)

Gerald R. Tuskey, Personal Law Corporation

Suite 1003, 409 Granville Street

Vancouver, B.C., V6C 1T2 Canada Telephone: (604) 681-9588

(Name, address, including zip code and telephone number including area code, of agent for service)

Approximate date of commencement of proposed sale to the securities to the public:

As soon as practicable after this Registration Statement becomes effective (but no sooner than 20 business days after such effectiveness) and all other conditions to the conversion contemplated by the Plan of Conversion dated as of November 1, 2006 described in the enclosed Prospectus have been satisfied or waived. No meeting of stockholders will be held with respect to the conversion. Corporate action is being taken with the written consent of the majority of stockholders.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: [____]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [___]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [__]

CALCULATION OF REGISTRATION FEE

Title of each Class of

Securities to

Be Registered

Amount to be

Registered (1)

Proposed

Maximum Offering

Price per Share (1)

Proposed

Maximum Aggregate

Offering Price

Amount of

Registration

Fee

Common Stock,

Par value $0.001

20,315,135 shares

$0.45

$9,141,810.75

$280.65

(1)

The Registration Statement covers the maximum number of shares of Eurasia Energy Limited common stock that are expected to be issued in connection with the transactions described herein.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENTS SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this information statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This information statement/prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated July 18, 2007.

EURASIA ENERGY LIMITED

We are not asking you for a proxy and you are requested not to send us a proxy.

Dear Stockholders:

I am pleased to inform you that after careful consideration, the board of directors of Eurasia Energy Limited ("Eurasia”) has approved a plan of conversion dated as of November 1, 2006, under which Eurasia will change its jurisdiction from the State of Nevada to Anguilla, British West Indies, a copy of which is included as Exhibit 2.1 to this information statement/prospectus. The plan of conversion has been adopted by the requisite vote of stockholders of Eurasia, acting by written consent, as described below. Accordingly, your vote on the conversion is not being solicited.

Eurasia’s common stock is traded on the OTC Bulletin Board under the symbol “EUEN.” The closing price for Eurasia’s common stock reported on the OTC Bulletin Board on July 9, 2007 was $0.45 per share. The shares of Eurasia will continue to be quoted on the OTC Bulletin Board. Upon completion of the conversion, it is not anticipated that the conversion will positively or negatively affect the market for Eurasia’s shares. For a full description of the conversion, please see page 9 of the prospectus/information statement.

This information statement/prospectus contains detailed information about the conversion and related matters. We encourage you to review this document carefully, including the matters referred to under “Risk Factors” starting on page 6 .

Under the terms of the Nevada Revised Statutes, the requisite number of stockholders of Eurasia have acted by written consent to approve and adopt the plan of conversion. Each of the

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foregoing written consent actions became effective on November 1, 2006. We will not actually complete the conversion until a minimum of 20 days after this information statement/prospectus is sent to our stockholders. Your approval of the conversion is not required and we are not requesting you to vote on these matters. Under applicable Securities and Exchange Commission rules, Eurasia may first take corporate action in accordance with the stockholder approval of the conversion by written consent 20 days after this information statement/prospectus is first mailed to stockholders. This letter and the remainder of this information statement/prospectus constitutes notice of the actions taken that we are required to provide under the Nevada Revised Statutes to the stockholders who did not execute these written consents.

We look forward to effecting our change of jurisdiction to Anguilla, B.W.I. and appreciate your continued interest in Eurasia.

On Behalf of the Board of Directors,

/s/Nicholas W. Baxter

Nicholas W. Baxter,

President and Chief Executive Officer

Prospectus dated July 18, 2007

First mailed to stockholders on or about July t , 2007

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities or passed upon the adequacy or accuracy of this information statement/prospectus. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

This prospectus/information statement incorporates important business and financial information about the Company that is not included in or delivered with the prospectus/information statement. This information is available without charge to stockholders upon written or oral request from the Company at Suite 1003, 409 Granville Street, Vancouver, B.C., V6C 1T2, telephone: (604) 681-9588. In order to obtain timely delivery, stockholders must request the information from the Company no later than five business days before the date they must make their investment decision which is t , 2007.

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

INFORMATION ABOUT THE TRANSACTIONS

SUMMARY

SUMMARY SELECTED HISTORICAL FINANCIAL DATA OF EURASIA

RISK FACTORS

THE CONVERSION

TERMS OF THE PLAN OF CONVERSION AND RELATED TRANSACTIONS

PRO FORMA FINANCIAL INFORMATION

INTERESTS OF NAMED EXPERTS AND COUNSEL

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 18

THE COMPANY WHICH IS CONVERTING

INFORMATION ABOUT EURASIA

SELECTED FINANCIAL DATA

SUPPLEMENTARY FINANCIAL INFORMATION

Management's Plan of Operation

Quantitative and Quantitative Disclosures About Market Risk

COMPARISON OF STOCKHOLDER RIGHTS

General

Capitalization

Voting Rights

Number of Directors

Election of Directors

Removal of Directors

Filling Vacancies on the Board of Directors

Amendments to Certificate of Incorporation

Amendments to Bylaws

Action by Written Consent

Notice of Stockholder Actions

Right to Call Special Meeting of Stockholders

Dividends

Liquidation Rights

Loans to Directors

Rights and Options

Indemnification of Officers and Directors

Shareholders’ Consent to Action

Vote Required for Conversion

VOTING AND MANAGEMENT INFORMATION

OTHER MATTERS

Legal Matters

Experts

Market for Common Equity and Related Stockholder Matters

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

WHERE YOU CAN FIND MORE INFORMATION

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers

Exhibits and Financial Statement Schedules.

Undertakings

SIGNATURES

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

INFORMATION ABOUT THE TRANSACTIONS

SUMMARY

This summary highlights selected information from this information statement/prospectus. It does not contain all of the information that is important to you. You should carefully read this information statement/prospectus and the other documents incorporated by reference into this information statement/prospectus. See “Where You Can Find More Information” on page 38. In this information statement/prospectus, “we,” “us” and “our” may refer to Eurasia Energy Limited ("Eurasia") and “you” and “your” refer to stockholders of Eurasia Energy Limited.

The Company Which is Converting (page 19)

The Company’s current address and telephone number is:

Eurasia Energy Limited

Downiehills, Blackhills, Peterhead

Aberdeenshire, AB42 3LB, Scotland

United Kingdom

Telephone: 011-44-7881-814431

The Company’s name, address and telephone number after the conversion will be:

Eurasia Energy Ltd.

Spencer House

The Valley

Anguilla, B.W.I.

Telephone: (264) 497-8129

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 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. The effective date of the original MOU was December 7, 2005. This MOU expired on December 7, 2006. Our ability to obtain 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 has been severely impaired by a legal action against our company. See “Legal Proceedings” on page 22 of this Registration Statement.

The Conversion (page 9)

The plan of conversion provides that Eurasia will move its jurisdiction from the State of Nevada to Anguilla, British West Indies. The plan of conversion was approved by the board of directors of Eurasia and the stockholders of Eurasia on November 1, 2006.

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The plan of conversion is included as Exhibit 2.1 to this information statement/prospectus. It is the legal document that governs the conversion.

Reasons for the Conversion (page 9)

The Eurasia board of directors has unanimously determined that the conversion is advisable and in the best interests of Eurasia and its stockholders. The primary purpose of the conversion is to enhance the Company’s ability to operate internationally from a jurisdiction which is easily accessible from North America and Europe. Our principal assets and offices are already located outside the U.S. and there is no compelling reason for the Company to remain a U.S. corporation. Anguilla is a cost effective location for these purposes and has a secondary benefit of being a low tax jurisdiction.

See "The Conversion – Eurasia’s Reasons for the Conversion" for the reasons supporting Eurasia’s board of directors' approval of the conversion.

Treatment of Stock, Options and Warrants in the Conversion

At the effective time of the conversion, each issued and outstanding share of Eurasia capital stock will remain as one common share of Eurasia in accordance with the terms of the plan of conversion.

Each option or warrant to acquire Eurasia common stock granted under Eurasia’s stock plans or otherwise issued by Eurasia and that is outstanding and unexercised immediately prior to the effective time of the conversion will continue to be assumed by Eurasia without alteration.

Appraisal Rights of Dissenting Stockholders (page 12)

If you object to the conversion, the Nevada Revised Statutes, or NRS, permits you to seek relief as a dissenting stockholder and have the “fair value” of your shares of Eurasia common stock determined by a court and paid to you in cash.

If you are a Eurasia stockholder who did not execute the written consent resolution approving the conversion and wish to dissent to the conversion, you must deliver to Eurasia, before t , 2007, a written demand for appraisal of your shares.

As discussed under the heading "Appraisal Rights of Dissenting Stockholders of Eurasia", any stockholder who opposes the conversion may exercise dissent and appraisal rights under the Nevada Revised Statutes. The Conversion contemplated hereby has been submitted to the stockholders for approval by written consent. The Conversion has been approved by a majority of our stockholders. If a stockholder wishes to exercise dissent and appraisal rights, the stockholder must send to the company a written notice demanding payment, and deposit the stockholder's share certificates of the company with our attorneys at Suite 1003, 409 Granville Street, Vancouver, British Columbia, Canada V6C 1T2. The procedure for dissent and appraisal is described in NRS 92A.300 to NRS 92A.500 of the Nevada Revised Statutes, which are attached as Exhibit 4.1 to this prospectus/information statement. We require strict adherence to the procedures set forth therein, and failure to do so may result in the loss of all dissenters’ appraisal rights. Accordingly, each stockholder who might desire to exercise dissenter’s appraisal rights should carefully consider and comply with the provisions of those sections and consult his or her legal advisor. A form of Dissenter's Appraisal Notice is attached as Exhibit 4.2 to this prospectus/information circular.

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What is Needed to Complete the Conversion

Several customary contractual conditions set forth in the plan of conversion must be satisfied before the conversion will be completed. If the law permits, Eurasia may each waive conditions for its benefit and its stockholders’ benefit and complete the conversion even though one or more of these conditions has not been met. Eurasia cannot assure you that the conditions will be satisfied or waived or that the conversion will occur.

In order for Eurasia to complete its conversion, Eurasia needs to receive an effective date for this information statement/prospectus from the Securities and Exchange Commission. The Company must then mail the effective registration statement to its stockholders. The Company must wait a minimum of 20 days after it has mailed the effective registration statement to its stockholders before the conversion can be effected. The conversion will be effected in Anguilla, B.W.I. once articles of continuance are filed with the Anguillan Registrar of Corporations under the Anguilla International Business Companies Act.

U.S. Federal Income Tax Consequences (page 10)

Tax Consequences for Eurasia

The transfer of our jurisdiction would be treated for U.S. federal tax purposes as though we had transferred our assets from a U.S. corporation to an Anguilla B.W.I. corporation. We would be subject to U.S. federal tax upon our transfer to the extent that the fair market value of our property exceeds the historic basis, for U.S. tax purposes, in the property. After we become an Anguilla B.W.I. corporation, we will be subject to U.S. withholding tax on any dividends paid to us by a U.S. corporation, as well as a 30% withholding tax on interest we get from any investments in U.S. debt securities.

Tax consequences for Eurasia shareholders.

Tax matters are often complicated and the tax consequences to you from the transfer will depend in part on the facts of your own situation. You should consult your tax advisors, as you think appropriate, for a full understanding of the tax consequences to you from the transfer. If you are a U.S. resident shareholder, the conversion will generally result in no recognized gain for U.S. federal income tax purposes.

You should consult your tax advisor for a full explanation of the tax consequences of the conversion to you.

Eurasia Stockholder Approval of Conversion by Written Consent

Pursuant to Eurasia's bylaws and applicable law, holders of Eurasia common stock are entitled to one vote per share on all matters voted upon by Eurasia stockholders. On November 1, 2006, certain Eurasia stockholders representing the requisite number of shares of Eurasia capital stock, executed and delivered a

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written consent resolution approving the conversion and adopting the plan of conversion. As of that date, Eurasia had outstanding 20,315,135 shares of common stock. As of the date of execution, the holders executing the written consent represented approximately 56.6% of the common stock outstanding.

Even though a majority of the voting shares of Eurasia have been voted in favor of the conversion by written consent resolution, Eurasia will actually not proceed with the conversion until the following procedures have taken place:

The final form of this information statement has been mailed to all shareholders of Eurasia,

a 20 day minimum waiting period has elapsed after the Company has mailed the effective registration statement to its stockholders and

the articles of continuance have been filed with the Anguillan Registrar of Corporations.

Accounting Treatment (page 10)

The conversion is expected to be accounted for as a reorganization transaction for financial reporting purposes. As a result the financial statements will be considered a continuation of the financial statements of Eurasia and therefore the assets and liabilities are recorded in Eurasia’s financial statements at their historical value.

SUMMARY SELECTED HISTORICAL FINANCIAL DATA OF EURASIA

The following historical results are not necessarily indicative of results to be expected in any future period. The following selected financial data for the year ended December 31, 2006 have been derived from audited financial statements as filed in the Company’s Form 10KSB on March 30, 2007. The interim unaudited statement of operations data for the period ended March 31, 2007, and the unaudited balance sheet data as of March 31, 2007, as filed in the Company’s Form 10-QSB on May 15, 2007.


		Three Months Ended March 31		Year ended December 31
		2007			2006
Statement of Operations Data:
Revenue	$	-	$	-
Expenses:
Consulting		1,000		168,721
Data Acquisition cost		-		19,300
General and Administrative		77,987		185,365
Travel		24,032		74,893
Stock-based compensation		-		3,675,633
		103,019		4,123,912

Operating Loss		(103,019)		(4,123,912)

Other income and expenses
Interest income		4,298		24,900
Loss from continuing operations		(98,721)		(4,099,012)
Discontinued operations		-		-
Net Loss	$	(98,721)	$	(4,099,012)
Net loss per common share
(basic and fully diluted)
Continuing operations	$	(0.00)		(0.20)

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Discontinued operations	$	-	$	(0.00)
Net loss per common share		(0.00)		(0.20)
Weighted average number of common shares outstanding		20,315,135		20,284,313


		Three Months Ended March 31		Year Ended December 31
		2007		2006
Balance Sheet Data:
Cash	$	370,945	$	515,312
Interest Receivable		504		751
Prepaid expenses		4,892		2,734
Fixed Assets, net		62,406		66,233
Total assets	$	438,747	$	585,030
Total liabilities	$	9,120	$	56,682
Total stockholders’ equity	$	429,627	$	528,348

RISK FACTORS

Our business is subject to a number of risks due to the nature and the present state of development of our business. An investment in our securities is speculative in nature and involves a high degree of risk. You should read carefully and consider the following risk factors.

Our company is currently the defendant in a law suit which seeks $100,000,000 from our company. If we fail to successfully defend this legal action, our company may become bankrupt and you will lose your entire investment.

Our company and our Chief Executive Officer, Nicholas W. Baxter, are parties to a law suit commenced in the Court of Session in Edinburgh, Scotland. This law suit alleges that our company secured its Memorandum of Understanding through a breach of fiduciary duty by Mr. Baxter. The pursuer in the action, Commonwealth Oil & Gas Company Limited, is seeking a declaration that our company holds its Memorandum of Understanding in trust for the benefit of Commonwealth Oil & Gas Company Limited and an accounting of profits failing which payment of US$100,000,000 in damages. Our company has vigorously defended this claim and a trial of the matter is currently scheduled to commence August 28, 2007. If our company is unsuccessful in defending this action, a significant award of damages could result in the bankruptcy of our company and the loss of your entire investment.

We have a limited operating history and a history of losses and expect future losses, and there can be no assurances that we will achieve and sustain profitability, which makes our ability to continue as a going concern questionable.

We have incurred significant net losses and negative cash flow from operations since our inception. We incurred net losses of $4,099,012 in fiscal 2006 and $98,721 for the three months ended March 31, 2007. We will continue to incur losses in the future and will need to continue to raise additional funds through equity offerings for our business to survive.

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Our financial statements have been prepared on a going concern basis, which presumes the realization of assets and the settlement of liabilities in the normal course of operations. The application of the going concern principle is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continued operations, or, in the absence of adequate cash flows from operations, obtaining additional financing. If the Company is unable to achieve profitable operations or obtain additional financing, we may be required to reduce or to limit operations, or cease operations altogether. The auditors’ report on the December 31, 2006 financial statements contains an explanatory paragraph that states that the Company has suffered losses and negative cash flows from operations that 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.

We will need additional capital to continue to operate our business.

We have no expectation of revenue in the next 24 months.

As an oil and gas exploration company, we are seeking long term opportunities. In the relative short term, 24 months, we have no expectation of revenues. We will be focused on defending the legal action against our company in the Scottish Court of Session and, if successful, trying to re-establish negotiations with SOCAR for exploration and development rights to the Block. Without revenue, we require ongoing capital injections through the sale of our shares. We cannot be certain that equity financing will be available to us on favorable terms when required or at all. If we cannot raise funds in a timely manner or on acceptable terms, we may not be able to continue in operation.

If we successfully raise additional funds through the issuance of debt, we will be required to service that debt and are likely to become subject to restrictive covenants and other restrictions contained in the instruments governing that debt, which may limit our operational flexibility. If we raise additional funds through the issuance of equity securities, then those securities may have rights, preferences or privileges senior to the rights of holders of our common stock, and holders of our common stock will experience dilution.

If our key personnel leave the Company, our Company will cease operations.

The future success of our Company depends on certain key members of management. We are currently dependent on our President and Chief Executive Officer, Nicholas W. Baxter, for our development plans in Azerbaijan. Mr. Baxter has extensive operating experience and contacts in Azerbaijan and his departure would result in our company ceasing to operate as an oil and gas exploration company.

Tax Risks

Upon the consummation of the conversion, our company will be taxed as an Anguilla corporation. The American Jobs Creation Act of 2004 includes provisions the effect of which is to treat certain corporations that undergo “inversion transactions” as United States corporations. As a result, future income would be subject to United States income tax. While we believe that these provisions should not apply to the conversion, there is a risk that the Internal Revenue Service would interpret the rules so as to treat our company as a United States corporation.

Our plan of operations is focused on securing one project.

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Our entire plan of operations is focused on securing an exploration, rehabilitation, development and production sharing agreement with the State Oil Company of the Azerbaijan Republic. At this time, our MOU with SOCAR has expired and our company’s future operations are threatened by legal action. In the event that we are unable to re-institute negotiations for this contract, our company will be without a defined plan of operation and management will have to reconsider the alternatives. Our failure to secure the ERDPSA would not result in the failure of our company however, it may result in a significant sell-off of our shares causing the price of our stock to drop.

Our plan of operation may be considered politically risky due to its focus on the Republic of Azerbaijan.

Our President and Chief Executive Officer, Mr. Nicholas W. Baxter, has approximately 15 years of hands on operational experience in the Republic of Azerbaijan. Management of our company is comfortable doing business in Azerbaijan and considers the State Oil Company of the Azerbaijan Republic to be a solid and dependable business partner. However, areas of the former Soviet Union such as Azerbaijan, Kazakhstan and Turkmenistan are not necessarily well understood by Western capital market investors. Accordingly, our focus on Azerbaijan may be seen by some to be politically risky which may create uncertainty with respect to investments in our shares. Political events could transpire in the Republic of Azerbaijan or elsewhere in the former Soviet Union which could result in a lack of confidence in our plan of operation, sales of our shares and a corresponding drop in the price of our shares.

Our shares are considered Penny Stock and are subject to the Penny Stock rules, which may adversely affect your ability to sell your shares

Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose sales practice and disclosure requirements on certain brokers-dealers who engage in certain transactions involving Penny Stock. Subject to certain exceptions, a Penny Stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Our shares are deemed to be Penny Stock for the purposes of the Exchange Act. The additional sales practice and disclosure requirements imposed upon brokers-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of our shares and impede the sale of our shares in the secondary market.

Under the Penny Stock regulations, a broker-dealer selling Penny Stock to anyone other than an established customer or Accredited Investor (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the Penny Stock regulations require the broker-dealer to deliver, prior to any transaction involving a Penny Stock, a disclosure schedule prepared by the Commission relating to the Penny Stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the Penny Stock held in a customer's account and information with respect to the limited market in Penny Stocks.

Substantial sales of our common stock could cause our stock price to fall.

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If our stockholders sell substantial amounts of our common stock, including shares issued upon the exercise of outstanding options and warrants, the market price of our common stock could decline. We have the following securities outstanding:

20,315,135 shares of common stock, trading at $0.45 on July 9, 2007.

3,250,000 stock options to purchase shares of common stock with an exercise price of $0.25.

Of the 20,315,135 outstanding shares, 250,000 shares are held under rule 144 of the Securities and Exchange Act of 1933 and are therefore not freely tradable.

We have not declared dividends and may never declare dividends, which may affect the value of your shares

We have never declared or paid any dividends on our common stock and do not expect to pay any dividends in the near future.

THE CONVERSION

To complete the conversion, this information statement/prospectus must be declared effective by the Securities and Exchange Commission. The Company must then wait a minimum of 20 days after it has mailed the effective registration statement to its stockholders before the conversion can be effected. The conversion will be effected in Anguilla, B.W.I. once articles of continuance are filed with the Anguillan Registrar of Corporations under the Anguilla International Business Companies Act. Other than these regulatory approvals, completion of the conversion is not conditional on any federal or state regulatory approvals or compliance with any federal or state regulatory requirements.

Eurasia's Reasons for the Conversion

Eurasia has been domiciled in the State of Nevada since October 20, 2003, the date of its incorporation as Pacific Alliance Ventures Ltd. The Company maintained offices in Phoenix, Arizona and Vancouver, British Columbia until January, 2006. The Company’s office in Phoenix, Arizona was the principal operations office for the Company’s previous advertising and marketing business. With the Company’s change of business to oil and gas exploration in 2006, management of the Company began considering alternative operating jurisdictions which would complement the international nature of the Company’s new business venture.

Management of the Company considered the following factors in the conversion decision and in choosing the jurisdiction of Anguilla, B.W.I.:

•

The major reason for the conversion is to enhance the Company’s ability to engage in international operations. Anguilla is a reasonably low cost operating jurisdiction which is easily accessible from both North America and Europe.

•

Anguilla is a British Protectorate and therefore has very close ties with the United Kingdom. Currently, the Company’s C.E.O., petroleum consulting engineers and advisory partners are resident in the U.K. In the future, the Company may seek financing in the London capital markets.

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•

Anguilla has modern corporation laws, enabling the Company to operate in an efficient manner.

•

Anguilla has a secondary benefit of being a low tax jurisdiction which will lower the Company’s overall cost of operations.

•

Management of the Company has familiarity and experience operating in Anguilla and has the necessary support network in the jurisdiction.

Conversion to Anguilla, B.W.I.

Eurasia is organized under the laws of the State of Nevada and is therefore subject to the Nevada Revised Statutes. There are some differences between the State of Nevada and Anguilla, British West Indies with respect to stockholder rights. A comparison of stockholder rights is set out under the heading "Comparison of Stockholders Rights" on page 28 of this information statement/prospectus.

Interest of Executive Officers and Directors in the Conversion

Eurasia stockholders should be aware that some Eurasia directors and executive officers have interests in the conversion and related arrangements that are different from, or in addition to, their interests as Eurasia's stockholders. These interests may create potential conflicts of interest for these directors and officers because they may be more likely to approve the conversion than Eurasia stockholders generally. The Eurasia board of directors was aware of these interests and took these interests into account in its deliberations of the merits of the conversion and in approving the conversion and the transactions contemplated by the plan of conversion.

Accounting Treatment

The conversion is expected to be accounted for as a reorganization transaction for financial reporting purposes. As a result, the financial statements will continue to be issued under the name of Eurasia Energy Limited and are considered a continuation of the financial statements of the Company as a Nevada entity and therefore the assets and liabilities are recorded in Eurasia’s financial statements at their historical value.

Listing on OTC BB

The shares of Eurasia are currently quoted on the OTC Bulletin Board under the symbol "EUEN". Following the conversion, the shares of Eurasia will continue to be quoted on the OTC BB. It is anticipated that listing of the shares of Eurasia on the OTC Bulletin Board will continue uninterrupted up to and through the closing of the conversion. Given that Eurasia simply continues with the existing business, assets and liabilities upon completion of the conversion, it is not anticipated that the conversion will positively or negatively affect the market for Eurasia's securities.

U.S. Federal Income Tax Consequences

United States Income Tax Consequences of the Transfer to Anguilla B.W.I.

The following is a summary of United States federal income tax consequences generally applicable to a U.S. holder of our common shares with respect to the transfer to Anguilla, B.W.I. This summary

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addresses all material United States federal income tax matters but does not take into account or anticipate any state, local or foreign tax considerations.

The following summary is based upon the sections of the Internal Revenue Code of 1986, U.S. Treasury Regulations, published Internal Revenue Service rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time.

This commentary is generally applicable to a holder of our common shares who is a U.S. citizen or U.S. resident individual, a U.S. domestic corporation or partnership, or a U.S. trust or estate. This summary does not address the tax consequences to persons subject to highly specialized provisions of United States federal income tax law. This summary is applicable to our shareholders who hold their shares as capital property and who deal at arm's length with us.

THIS SUMMARY OF U.S. TAX CONSEQUENCES IS NOT INTENDED TO BE LEGAL OR TAX ADVICE TO ANY HOLDER OR PROSPECTIVE HOLDER OF OUR COMMON SHARES. ACCORDINGLY, HOLDERS AND PROSPECTIVE HOLDERS OF OUR COMMON SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS ABOUT THE FEDERAL, STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES OF THE TRANSFER TO ANGUILLA, B.W.I.

Consequences to the Company

General

Consequences to Shareholders

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No gain or loss will be recognized by our shareholders for tax purposes as a result of the conversion. Any capital gain on converted shares in the future would be taxable to the U.S. resident individual shareholders at the then prevailing capital gains tax rates. U.S. corporate shareholders would be taxable in the U.S. at regular U.S. corporate tax rates. This discussion does not constitute a formal opinion and we will not seek an opinion of counsel with respect to the anticipated tax treatment summarized herein.

Appraisal Rights of Dissenting Stockholders of Eurasia

A copy of the dissent and appraisal rights provided in NRS 92A.300 to NRS 92A.500 of the Nevada Revised Statutes is attached as Exhibit 4.1 to this information statement/prospectus.

Under NRS 92A.380, our stockholders will be entitled to dissent from, seek appraisal for, and obtain payment of the fair value of his or her shares of our common stock if the conversion is effected. For this purpose, the "fair value" of a dissenter’s shares will be the value of the shares immediately before the effectuation of the conversion, excluding any appreciation or depreciation in anticipation of the conversion unless exclusion would be inequitable. A stockholder who is entitled to so dissent and obtain such payment may not challenge the conversion, unless the action is unlawful or fraudulent with respect to him or the company.

A stockholder of record may assert dissenter’s appraisal rights as to fewer than all of our shares registered in his or her name only if he or she dissents with respect to all shares beneficially owned by any one person and notifies us in writing of the name and address of each person on whose behalf he or she asserts dissenter’s appraisal rights. The rights of a partial dissenter will be determined as if the shares as to which he or she dissents, and his or her other shares were registered in the names of different stockholders.

A beneficial stockholder may assert dissenter’s appraisal rights as to our shares held on his or her behalf only if:

the beneficial stockholder submits to the company the written consent of the stockholder of record to the dissent and appraisal not later than the time the beneficial stockholder asserts dissenter’s appraisal rights; and

the beneficial stockholder does so with respect to all shares of which he or she is the beneficial stockholder or over which he or she has power to direct the vote.

If a stockholder of record of our company (the "Dissenting Stockholder") wishes to exercise his, her or its dissent and appraisal rights, we are required to provide the Dissenting Stockholder a dissenter’s appraisal notice advising them of their appraisal rights as contemplated by NRS 92A.410. The form of dissenter's appraisal notice is attached as Exhibit 4.2 to this information statement/prospectus. NRS 92A.430 provides, among other things, that the dissenter’s appraisal notice must be sent no later than 10 days after the effectuation of the corporate action. The conversion will not be effected for a minimum of 20 days following mailing of this information statement to stockholders of Eurasia. The dissenter's appraisal notice must:

state where the demand for payment must be sent and where and when certificates, if any, for shares must be deposited;

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inform the holders of shares not represented by certificates to what extent the transfer of the shares will be restricted after the demand for payment is received;

supply a form for demanding payment that includes the date of the first announcement to the news media or to the stockholders of the terms of the proposed action and requires that the person asserting dissenter’s rights certify whether or not he acquired beneficial ownership of the shares before that date; and

be accompanied by a copy of NRS 92A.300 to NRS 92A.500, inclusive.

NRS 92A.440 provides that a stockholder to whom a dissenter’s appraisal notice is sent must:

demand payment;

certify whether he or the beneficial owner on whose behalf he is dissenting, as the case may be, acquired beneficial ownership of the shares before the date required to be said in the dissenter’s notice for the certification; and

deposit his certificates, if any, in accordance with the terms of the notice.

Any stockholder who does not demand payment or deposit his, her or its certificates where required, each by the date set forth in the dissenter’s appraisal notice, will not be entitled to payment for his, her or its shares under the Nevada Revised Statutes.

Subject to certain exceptions, within 30 days after receipt of a demand for payment from a dissenting stockholder, we will be required by NRS 92A.460 to pay to the dissenter the amount that we estimate to be the fair value of his shares and accrued interest. The obligation that we have in this regard may be enforced by the appropriate district court of the county in the State of Nevada.

If a dissenter believes that the amount offered by the company is less than the fair value of the dissenter’s shares, the dissenter may under NRS 92A.480 notify the company in writing of his or her own estimate of the fair value of the shares and the amount of interest due; and demand payment of such fair value and interest.

A dissenter will be deemed to have waived his or her right to demand payment pursuant to NRS 92A.480 unless the dissenter notifies the company of his or her demand in writing within 30 days after the company has made or offered payment for the shares.

Under NRS 92A.490, if a dissenter’s demand for payment remains unsettled, we will be required to commence a proceeding in the appropriate court of the county where our registered office is located within 60 days after receiving the demand, and to petition the court to determine the fair value of the shares and accrued interest. If we do not commence the proceeding within the 60 day period, we must pay each dissenter whose demand remains unsettled the amount demanded.

All dissenters, whether or not residents of Nevada, whose demands remain unsettled, will be named as parties to the proceeding as in an action against their shares. All parties must be served with a copy of the petition. Non-residents may be served by registered or certified mail or by publication as provided by Nevada law.

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The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The dissenting appraisers will be entitled to the same discovery rights as parties in other civil proceedings.

Each dissenter who is made a party to the proceeding is entitled to a judgment for the amount, if any, by which the court finds is the fair value of his or her shares, plus interest, exceeds the amount paid by the company.

The court in a proceeding to determine fair value is required by Nevada law to determine all of the costs of the proceeding, including the reasonable compensation and expenses of any appraisers appointed by the court. The court will assess the costs against the company, but retains discretion to assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment.

Exercising Dissent Rights

If a stockholder wishes to exercise his, her or its dissent and appraisal rights, the stockholder must send to the company (at the address set out below) a written notice (a form of which is attached as Exhibit 4.2 demanding payment.

The stockholder must also send any certificates representing our shares to the address set out below.

All written notices and share certificates should be sent to:

Gerald R. Tuskey, Personal Law Corporation

Suite 1003, 409 Granville Street

Vancouver, B.C.

V6C 1T2 Canada

Telephone: (604) 681-9588

Any stockholder who does not demand payment or deposit his, her or its certificates by the date set forth in the dissenter's appraisal notice will not be entitled to payment for his, her or its shares under the Nevada Revised Statutes.

TERMS OF THE PLAN OF CONVERSION AND RELATED TRANSACTIONS

General

The terms of our conversion are set out in detail in the plan of conversion attached as Exhibit 2.1 to this information statement/prospectus. The following is a summary of the principal terms of the plan of conversion.

Each common share of Eurasia issued and outstanding immediately before the effective date of the conversion other than shares of Eurasia for which appraisal rights are perfected, will, by virtue of the conversion and without any action by Eurasia stockholders, remain as one fully paid and non-assessable common share of Eurasia. Eurasia will be governed by the laws of Anguilla, British West Indies. The corporate existence of Eurasia with all of its assets and liabilities will continue unaffected and unimpaired by the conversion.

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Management and Operations After the Conversion

There will be no changes in management or operations of our company following the conversion. The directors are elected at each Annual General Meeting and their term of office is for the year until the next Annual General Meeting. Our officers and directors are as follows:


Name	Age	Position
Nicholas W. Baxter	52	President, Chief Executive Officer and Director
Gerald R. Tuskey	47	Chief Financial Officer and Director
Roger Thomas	61	Director

Nicholas W. Baxter has served as a Director of our company since March 31, 2005. Mr. Baxter has served as our President and Chief Executive Officer since 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 became controlled by a private Swiss oil trading firm in 2002.

Gerald R. Tuskey has served as our Chief Financial Officer and Director since October 20, 2003. For the past 14 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 is a former director and corporate secretary of Arawak Energy Corporation (formerly A&B Geoscience Corporation) which is a publicly listed oil and gas exploration and development company. Mr. Tuskey was a director of Arawak Energy Corporation from 1993 to 2001. Mr. Tuskey takes primary responsibility for our company's capital structuring, financing activities and corporate and regulatory filings and compliance.

Roger 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 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.

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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.

Treatment of Stock, Options and Warrants in the Conversion

Each share of common stock of Eurasia issued and outstanding prior to the effective date of the conversion other than shares for which appraisal rights are perfected, shall, by virtue of the conversion and without any action by Eurasia or the holders of Eurasia shares remain as one fully paid and non-assessable common share of Eurasia. All options and warrants of Eurasia which are outstanding as at the effective date of the conversion will remain on exactly the same terms and conditions and with exactly the same rights and privileges.

Exchange of Certificates

Each outstanding share certificate representing shares of Eurasia common stock that are not dissenting shares, will be deemed for all purposes to represent the same number of whole shares of Eurasia common stock before the conversion and after the conversion. Holders of Eurasia common stock share certificates are not required to surrender their share certificates. After the effective date of the conversion, any holder of an outstanding certificate representing non dissenting shares of Eurasia may at the stockholder's option, surrender those certificates to the Company's transfer agent, Nevada Agency & Trust Company, Suite 880, 50 West Liberty Street, Reno, Nevada 89501. Upon surrender, each stockholder will be entitled to receive in exchange for its certificates, new certificates of Eurasia which will have imprinted thereon the Company’s new jurisdiction and CUSIP number. All registered owners of Eurasia common shares remain entitled to exercise any voting or other rights with respect to their shares and to receive dividends and other distributions upon the shares of Eurasia until such time as the stockholder surrenders his or her certificates of Eurasia.

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Effective Time

The conversion will be effected no sooner than 20 days following the effective date of this information statement/prospectus and mailing of this information statement/prospectus to stockholders of Eurasia. No material uncertainty exists as to any of the conditions to closing of the conversion.

Accounting Treatment

U.S. Federal Income Tax Consequences

Tax Consequences for Eurasia

The transfer would be treated for U.S. federal tax purposes as though we had transferred our assets from a U.S. corporation to an Anguilla B.W.I. corporation. We would be subject to U.S. federal tax upon our transfer to the extent that the fair market value of our property exceeds the historic basis, for U.S. tax purposes, in the property. After we become an Anguilla B.W.I. corporation, we will be subject to U.S. withholding tax on any dividends paid to us by a U.S. corporation, as well as a 30% withholding tax on interest we get from our investments in U.S. debt securities.

Tax consequences for Eurasia shareholders.

Tax matters are often complicated and the tax consequences to you from the transfer will depend in part on the facts of your own situation. You should consult your tax advisors, as you think appropriate, for a full understanding of the tax consequences to you from the transfer. If you are a U.S. resident shareholder, the transfer of shares will generally result in no recognized gain for U.S. federal income tax purposes.

For a further discussion of the U.S. federal income tax consequences of these transactions, see “The Conversion — United States Income Tax Consequences of the Transfer to Anguilla, B.W.I.”. This discussion does not constitute a formal opinion and we will not seek an opinion of counsel with respect to the anticipated tax treatment summarized herein. Different tax consequences may apply to you because of your individual circumstances or because special tax rules apply to you.

You should consult your tax advisor for a full explanation of the tax consequences of the conversion to you.

PRO FORMA FINANCIAL INFORMATION

Due to the fact that Eurasia is simply being continued to Anguilla, B.W.I. and is undergoing no other corporate or business changes, there will be no difference in the presentation of the pro forma financial statements or the unaudited financial statements for the period ended March 31, 2007.

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		March 31, 2007		December 31, 2006
		(Unaudited)		(Audited)
Assets
Current assets:
Cash and cash equivalents	$	370,945	$	515,312
Interest receivable		504		751
Prepaid expenses		4,892		2,734
Total Current Assets		376,341		518,797

Fixed assets, net		62,406		66,233

Total Assets	$	438,747	$	585,030

Liabilities and Stockholders’ Equity

Accounts payable and accrued expenses	$	9,120	$	56,682

Common stock, par value $0.001, authorized 100,000,000 shares; issued and outstanding 20,315,135 shares (March 31, 2007 and December 31, 2006)		20,315		20,315
Additional paid-in capital		4,629,709		4,629,709
Accumulated deficit		(9,066)		(9,066)
Deficit accumulated during the exploration stage		(4,211,331)		(4,112,610)
Total Stockholders’ Equity		429,627		528,348

Total Liabilities and Stockholders’ Equity	$	438,747	$	585,030

INTERESTS OF NAMED EXPERTS AND COUNSEL

With the exception of Gerald R. Tuskey, no named expert or counsel for Eurasia has or will receive a substantial interest, direct or indirect, in our company. Mr. Tuskey acts as our Canadian legal counsel as well as our Chief Financial Officer and a director. Mr. Tuskey is the registered and beneficial owner of 1,000,000 common shares.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

THE COMPANY WHICH IS CONVERTING

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INFORMATION ABOUT EURASIA

BUSINESS

Introduction

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. In the event that we successfully defend the lawsuit against our company relating to the Block (See Legal Proceedings), management may seek to re-establish negotiations with SOCAR. 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.

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 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 Commonwealth fully described in “Legal Proceedings” of Part I of this Form S-4, 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 Commonwealth against our Company (see “Legal Proceedings” of Part I) has resulted in a temporary suspension of our Plan of Operation. 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 Commonwealth. The trial of this matter is currently schedule to commence August 28, 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 Registration Statement. 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.

References in this prospectus/information statement to “the Company,” “we,” “us,” and “our” refer to Eurasia.

Our executive offices are located at Downiehills, Blackhills, Peterhead, Aberdeenshire, Scotland, AB42 3LB, United Kingdom. Our telephone number is +44 (0)7881 814431. Our corporate and administrative offices are located at Suite 1003, 409 Granville Street, Vancouver, B.C., V6C 1T2.

History and Corporate Structure

The Company was originally incorporated in the State of Nevada on October 20, 2003 under the name “Pacific Alliance Ventures Ltd.” with an authorized share capital of 100,000,000 shares of common stock with a $0.0005 par value per share.

On December 31, 2003, we issued 9,905,100 common shares at $0.01 per share to 58 subscribers. 9,872,100 of these shares were issued under Regulation S and 33,000 of these shares were issued under Rule 506 of Regulation D. None of the purchasers who received shares under Regulation S are U.S. persons 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). Subscribers to the offering under Regulation S acknowledged 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. The purchasers who received shares under Rule 506 of Regulation D warranted their eligibility as an "Accredited Investor" as that term is defined in Regulation D.

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On February 21, 2005, the Company effected a one for two forward share split increasing its issued and outstanding common shares and increasing the common share par value to $0.001.

On April 14, 2005, the Company completed a private placement of 254,935 common shares at $0.50 per share which raised gross proceeds of US$127,467.50. Proceeds of this private placement have been used for general working capital. The private placement was completed under Regulation S. None of the purchasers that received shares under Regulation S are U.S. Persons 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).

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 the Registrant’s name to “Eurasia Energy Limited” results from management’s decision to pursue exploration and development opportunities in the oil and gas industry where management has previous operational experience.

On February 15, 2006, the Company completed a private placement of 250,000 units at $3.00 per unit, each unit being comprised of one common share and one warrant to acquire one additional common share of the Company at a price of $4.00 per share until February 15, 2007 which raised gross proceeds of US$750,000. Proceeds of this private placement are being used for general working capital. The private placement was completed under Regulation S. The purchaser that received shares under Regulation S 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).

On June 20, 2007, the Company announced a $1 million private placement consisting of 4,000,000 units at $0.25 per unit. Each unit consists of one common share and one warrant to acquire one additional common share at $0.25 per share for two years following closing. As of the date of this registration statement the Company’s lawyer has received US$940,000 in trust with respect to this private placement but the financing has not yet closed. Closing is expected to occur on or before July 31, 2007.

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.

Employees

As of July 18, 2007, the Company had three part-time employees, not including temporary personnel, consultants, and independent contractors. None of our employees is represented by a labor union.

We are substantially dependent upon the continued services and performance of Nicholas W. Baxter, our President and Chief Executive Officer. The loss of the services of this key individual would have a material adverse effect on our business, financial condition and results of operations.

Trademarks and Intellectual Property Protection

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The Company has no trademarks and does not require intellectual property protection.

DESCRIPTION OF PROPERTY

The Company's offices in Aberdeenshire, Scotland are provided rent free by the Company’s President and Chief Executive Officer. The Company’s offices in Vancouver, B.C. are provided by the Company’s Chief Financial Officer for a monthly rental of $500. The Company rents an apartment/office in Baku, Azerbaijan at a monthly cost of US$1,200. The lease is month to month. We believe that these facilities will be adequate to meet our requirements for the foreseeable future and that suitable additional space will be available if needed. Other than described above, the Company presently does not own or lease any other property or real estate.

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 removed 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. A three week trial is schedule to commence August 28, 2007.

SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with our audited financial statements and notes thereto and the interim unaudited financial statements and notes thereto, with “Plan of Operation” and with other financial data included elsewhere in this prospectus/information statement. The statement of operations data for the year ended December 31, 2006, and the balance sheet data as of December 31, 2006, are derived from our audited financial statements, which have been audited by Peterson Sullivan, PLLC, independent auditors.

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The independent auditors’ reports appearing in the Company's Form 10KSB contain explanatory paragraphs that state that the Company’s losses and negative cash flows from operations raise substantial doubt about our ability to continue as a going concern. The financial statements and the selected financial data do not include any adjustments that might result from the outcome of that uncertainty.

The statement of operations data for the years ended December 31, 2005 and December 31, 2006, and the balance sheet data as of December 31, 2006 and 2005, are derived from audited financial statements. The historical results are not necessarily indicative of results to be expected in any future period.

The unaudited statement of operations data for the periods ended March 31, 2007, and the unaudited balance sheet data as of March 31, 2007, are derived from our form 10QSB as filed with the Securities Exchange Commission.


		For the Years Ended December 31, 2005 and 2006 and for the Period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2006
		2006	2005	Cumulative During the Exploration Stage
Statement of Operations Data:
Revenue	$	-	-	-
Expenses
Travel		74,893	8,111	83,004
Consulting		168,721	3,030	171,751
Data Acquisition Cost		19,300		19,300
General and Administrative – related party		24,853		24,853
General and Administrative		160,512	2,457	162,969
Stock-based compensation		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

-24 -


		Year Ended December 31
		2005		2006
Balance Sheet Data:
ASSETS
Current Assets:
Cash	$	197,327	$	515,312
Accounts receivable, related party		5,000		-
Interest receivable		-		751
Prepaid expenses		-		2,734
Income tax receivable		-		-
Total current assets	$	202,327	$	518,797

Fixed assets, net		-		66,233

Total Assets		202,327		585,030
LIABILITIES AND STOCHOLDERS’ EQUITY
Accounts Payable and accrued expenses	$	300	$	22,336
Accounts payable and accrued expenses – related party		300		34,346
Total Current Liabilities		600		56,682

Stockholders’ Equity
Common stock par value $.001, authorized 100,000,000 shares;		10,033		20,315
Additional paid-in capital		214,358		4,629,709
Accumulated deficit		(9,066)		(9,066)
Deficit accumulated during the exploration stage		(13,598)		(4,112,610)
Retained earnings		-		-
Total stockholders’ equity		201,727		528,348
Total liabilities and stockholders’ equity	$	202,327	$	585,030

SUPPLEMENTARY FINANCIAL INFORMATION

Quarterly Results of Operation

The following tables present the Company’s unaudited quarterly results of operations for the quarter ended March 31, 2007. This data has been derived from unaudited financial statements that have been prepared on the same basis as the annual audited financial statements and, in our opinion, include all normal recurring adjustments necessary for the fair presentation of such information. These unaudited quarterly results should be read in conjunction with our audited financial statements for the year ended December 31, 2006.

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						Cumulative
						During the
		Three months ended March 31,				Exploration
(Expressed in U.S. Dollars)		2007		2006		Stage

Revenue	$	-	$	-	$	-

Expenses
Consulting		1,000		-		172,751
Data acquisition cost		-		19,300		19,300
General and administrative		73,950		26,566		236,919
General and administrative - related party		4,037		3,090		28,890
Travel		24,032		3,000		107,036
Stock-based compensation		-		-		3,675,633
		103,019		51,956		4,240,529

Operating Loss		(103,019)		(51,956)		(4,240,529)

Other income and expenses
Interest income		4,298		2,762		29,198

Net loss	$	(98,721)	$	(49,194)	$	(4,211,331)


Net loss per common share (basic and fully diluted)	$	(0.00)	$	(0.00)

Weighted average number of common
shares outstanding		20,315,135		20,190,135

Management's 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 unaudited financial statements and notes thereto and the Plan of Operation included in our Form 10QSB for the quarter ended March 31, 2007.

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

- 26 -

Forward-Looking Statements

This 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 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. In the event that we successfully defend the lawsuit against our company relating to the Block (See Legal Proceedings), management may seek to re-establish negotiations with SOCAR. 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.

- 27 -

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 Commonwealth fully described in “Legal Proceedings” of Part I of our Form S-4, 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.

The lawsuit brought by Commonwealth against our company (see “Legal Proceedings” in Part I) has resulted in a temporary suspension of our Plan of Operation. 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 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 12 months and these funds will allow us to execute the Plan of Operation described in this Form 10-QSB. 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.

Liquidity and Capital Resources

The Company does not yet have an adequate source of reliable, long-term revenue to fund operations. As a result, the Company is reliant on outside sources of capital funding. There can be no assurances that the Company will, in the future, achieve a consistent and reliable revenue stream adequate to support continued operations. In addition, there are no assurances that the Company will be able to secure adequate sources of new capital funding, whether it is in the form of share capital, debt, or other financing sources.

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There can be no assurances that additional capital will be available when we need it on terms that we consider acceptable. The auditors’ report on the Company’s December 31, 2006 consolidated financial statements contains an explanatory paragraph that states that the Company has suffered losses and negative cash flows from operations that 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.

Audit Committee

The Company’s audit committee is the Board of Directors. The audit committee meets annually via teleconference or in person to review and approve the Company’s financials statements for the fiscal year ended December 31.

Quantitative and Quantitative Disclosures About Market Risk

As of March 31, 2007, the Company had not entered into or acquired financial instruments that have material market risk. The Company has no financial instruments for trading purposes, or derivative or other financial instruments with off balance sheet risk. All financial liabilities are due within the next twelve months and are classified as current liabilities in the consolidated balance sheet included in this information statement/prospectus.

The Company is exposed to foreign currency exchange risk due to the fact that the Company has operations in Canada, the United Kingdom and Azerbaijan. To date, the Company has not entered into foreign currency contracts to hedge against foreign currency risks between the Canadian dollar, British Pound Sterling or other foreign currencies and our reporting currency, the United States dollar.

COMPARISON OF STOCKHOLDER RIGHTS

General

Eurasia is a corporation organized under the laws of the State of Nevada and is subject to the laws of the Nevada Revised Statutes. On effect of the conversion, Eurasia will become organized under the laws of Anguilla, British West Indies and will be subject to the International Business Companies Act of Anguilla. There are some differences in the articles of incorporation and bylaws of Eurasia as an Anguillan corporation. These differences are discussed below.

The changes that will effect our stockholders as a result of the merger are due to differences between Nevada and Anguilla B.W.I. law. We believe that these differences will not result in any material modification of our stockholder’s rights, as the laws respecting stockholder’s rights in Nevada and Anguilla B.W.I. are substantially similar in most respects.

Capitalization

Anguilla Eurasia will be authorized to issue 100,000,000 shares of common stock.

Nevada Eurasia is currently authorized to issue 100,000,000 shares of common stock. As of July 18, 2007, there were 20,315,135 shares of common stock outstanding.

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As of July 11, 2007, there were no outstanding warrants. In addition, options to purchase 3,250,000 shares of common stock at a price of $0.25 were outstanding under the Eurasia corporate stock option plan. The conversion will not affect any outstanding options or warrants of Eurasia.

The Company has announced a private placement financing of 4,000,000 units at $0.25 per unit. In the event this financing closes, the Company will have 4,000,000 warrants issued entitling the holders thereof to acquire 4,000,000 common shares of the Company at $0.25 per share for a two year period from closing.

Voting Rights

Anguilla Under its bylaws, each holder of Eurasia common stock is entitled to one vote for each share and may not cumulate votes for the election of directors.

Nevada Under its bylaws, each holder of Eurasia common stock is entitled to one vote for each share and may not cumulate votes for the election of directors.

Upon conversion, the bylaws will provide that the holders of shares entitled to one third of the votes at a meeting of shareholders constitutes a quorum for the transaction of business at any regular or special meeting of shareholders.

Upon conversion, the Bylaws will require that the Company's share register be kept at its registered office on the island of Anguilla. The current bylaws of Eurasia require that the Company's share register be kept at its principal executive office or other place within the United States as determined by the board of directors. Following the conversion, our company will operate under the International Business Companies Act of Anguilla. The International Business Companies Act of Anguilla provides that any stockholder may in person or by attorney, during normal business hours, inspect and take copies of the Company's share register, books, records and minutes kept by the Company as its corporate records.

Number of Directors

Nevada Eurasia’s current articles of incorporation provide that the number of directors of the Company shall not be less than one and subject to such minimum may be increased or decreased from time to time in the manner provided in the Company's bylaws.

Anguilla Eurasia's articles of continuation will state that the minimum number of directors is two and maximum number of directors may be seven.

Election of Directors

Under Nevada law, cumulative voting in the election of directors is not made mandatory by statute for any corporation. Cumulative voting may be provided for in the Articles of Incorporation.

Under Nevada law, directors may be elected by certain voting groups and may be elected for staggered terms, if provided for in the Articles of Incorporation.

Under the Anguilla International Business Companies Act, cumulative voting in the election of directors is not mandatory for any corporation. Cumulative voting may be provided for in the bylaws.

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Removal of Directors

The bylaws of Eurasia following conversion will provide that any or all of the directors of the Company may be removed from office at any time with or without cause by the affirmative vote of stockholders holding a majority of the shares entitled to vote at an election of directors.

Under Nevada law, shareholders may remove one or more directors with or without cause provided the majority which votes to do so is at least two –thirds of the total issued voting shares.

If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against his or her removal. If cumulate voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove him or her.

A director may be removed by the shareholders at a meeting of shareholders, provided the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the director.

Under the Anguilla International Business Companies Act, stockholders may remove one or more directors with or without cause unless the bylaws provide that directors may be removed only for cause. A director may be removed by the stockholders at a meeting of stockholders, by an ordinary majority, provided the notice of the meeting states that the purpose or one of the purposes of the meeting is removal of the director.

Filling Vacancies on the Board of Directors

The bylaws of Eurasia contain provisions with respect to the filling of vacancies on the board of directors. Vacancies on the board of directors of Eurasia occurring by reason of death, resignation, removal or disqualification may be filled for the unexpired term by a majority of the remaining directors of the board. Each director elected to fill a casual vacancy shall be a director until such director’s successor is elected by the stockholders at the next regular or special meeting of stockholders.

Amendments to Certificate of Incorporation

The bylaws of Eurasia both before and after conversion provide that the Certificate of Incorporation of the Company may be amended by an affirmative vote of the holders of at least 50.01% of the outstanding voting shares of the Company.

Amendments to Bylaws

The bylaws of Eurasia both before and after conversion provide that the bylaws may be amended or altered by a vote of the majority of the board of directors at any meeting of the directors.

Under Nevada law, a corporation’s directors may amend or repeal the by-laws in most circumstances, except where the Articles of Incorporation reserve this power exclusively to the shareholders, or the amendment is to fix a greater quorum or voting requirement for shareholders.

Under the Anguilla International Business Companies Act, the Company's bylaws may be made, amended or repealed by the stockholders of the Company in all instances and by the directors of the Company unless the articles or bylaws provide otherwise.

Action by Written Consent

The bylaws of Eurasia both before and after conversion provide that any action that may be taken at a meeting of the stockholders may be taken without a meeting if done in writing and signed by all of the stockholders entitled to vote on that action.

Notice of Stockholder Actions

The bylaws of Eurasia both before and after conversion provide that all stockholders of the Company shown to be holders of record of voting shares are to receive a notice setting out the time and place of each regular meeting and each special meeting of stockholders by a notice which must be mailed at least 10 days but not more than 60 days prior to the meeting being called. Every notice of special meetings of stockholders must state the purpose or purposes for which the meeting has been called.

Right to Call Special Meeting of Stockholders

The bylaws of Eurasia both before and after the conversion provide that special meetings of the stockholders may be held at any time and for any purpose and may be called by the Chief Executive Officer, the Chief Financial Officer, two or more directors or by a stockholder or stockholders holding 10% or more of the voting shares issued by the Company.

Dividends

The bylaws of Eurasia both before and after the conversion provide that the board of directors may authorize and cause the companies to issue dividends to the Company's stockholders whenever and in such amounts or forms as in the opinion of the board of directors are deemed advisable.

Nevada law does not permit dividends to be paid if the corporation would not be able to pay its debts as they become due in the usual course of business, or the corporation’s total assets would be less than the sum of its total liabilities, plus any amounts that would be needed to satisfy preferential rights that would be superior upon dissolution.

Under the Anguilla International Business Companies Act, a corporation's directors may declare and pay dividends in money, shares or other property. Dividends may only be declared and paid out of surplus. No dividend may be declared and paid unless immediately after payment of the dividend, (a) the Company will continue to satisfy its liabilities as they become due in the ordinary course of its business and (b) the realizable value of the assets of the Company will not be less than the sum of its total liabilities other than deferred taxes as shown in the books of account and its capital.

Liquidation Rights

In the event of liquidation of Eurasia both before and after the conversion, the holders of Eurasia common stock shall receive all remaining assets of Eurasia ratably in proportion of the number of shares of common stock held by them.

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Loans to Directors

Nevada law provides the board of directors, without shareholder approval, to authorize loans to corporate directors and/or officers, where such loan may reasonably be expected to benefit the corporation.

The Anguilla International Business Companies Act allows loans to corporate directors and/or officers. Technically, the Company's board of directors could authorize loans to corporate directors and/or officers where such loans may be in the best interests of the corporation.

However, Securities and Exchange Commission rules and policies prohibit loans to directors and senior officers of reporting companies. As a practical matter, our company will not authorize the loan of corporate funds to any of our directors and/or officers.

Rights and Options

Nevada law does not require shareholder approval of incentive stock option plans pursuant to which rights or options are to be granted to directors, officers or employees of a corporation.

Under the Anguilla International Business Companies Act, stockholder approval is not required for incentive stock option plans pursuant to which rights or options are to be granted to directors, officers and employees of the corporation.

Anguilla law provides that shares cannot be issued in an international business company until the consideration in respect of the share is fully paid and when issued, the share is for all purposes fully paid and non-assessable. Shares may be issued under the International Business Companies Act for money, services rendered, personal property, real property, a promissory note or other binding obligation.

Nevada law provides that shares of stock may be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including, but not limited to, cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation. The judgment of the board of directors as to the consideration and receipt for the shares issued is conclusive in the absence of actual fraud in the transaction. When the corporation receives the consideration for which the board of directors authorize the issuance of the shares, the shares issued therefore are fully paid.

Indemnification of Officers and Directors

Generally under Nevada law, indemnification is permissible when a director performs his or her duties in good faith, in a manner the director believes to be in the best interests of the corporation and its shareholders and has met the requisite standard of care.

Under the Anguilla International Business Companies Act, an international business company may indemnify any officer or director provided that the person being indemnified has acted honestly and in good faith with a view to the best interests of the Company and in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

Shareholders’ Consent to Action

Under Nevada law, unless the corporation’s Articles of Incorporation provides otherwise, any action that could be taken at an annual or special meeting of shareholders may be taken without prior notice and without a vote, if a consent in writing setting forth the action to be taken is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

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Under the Anguilla International Business Companies Act, unless the Company's articles or bylaws provide otherwise, an action that may be taken by stockholders at a meeting of stockholders may also be taken by a resolution of stockholders without prior notice and without a vote. The consent resolution in writing must be signed by the holders of outstanding voting stock having not less than the minimum number of votes that would necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Vote Required for Conversion

Nevada laws require the affirmative vote of a majority of the outstanding shares to authorize a conversion.

Under the Anguilla International Business Companies Act, the affirmative vote of a majority of the outstanding voting shares of the Company is required to authorize a conversion.

VOTING AND MANAGEMENT INFORMATION

We are not asking you for a proxy and you are requested not to send us a proxy.

Under the terms of the Nevada Revised Statutes, the requisite number of stockholders of Eurasia has acted by written consent to approve and adopt the conversion and the plan of conversion. Stockholders representing 11,500,000 shares or 56.6% of our issued voting common shares voted to approve our conversion. These written consent actions became effective on November 1, 2006. Accordingly, your approval of the conversion and the amendment to our certificate of incorporation is not required and we are not requesting you to vote on these matters. Under applicable Securities and Exchange Commission rules, Eurasia may first take corporate action in accordance with the stockholder approval of the conversion by written consent 20 days after this information statement/prospectus is first mailed to stockholders.

If you are a Eurasia (Nevada) stockholder who did not execute the written consent resolution approving the conversion and wish to dissent to the conversion, you must deliver to Eurasia, before t , 2007, a written demand for appraisal of your shares.

As discussed under the heading "Dissent and Appraisal Rights", any stockholder who opposes the Conversion may exercise dissent and appraisal rights under the Nevada Revised Statutes. The Conversion contemplated hereby is proposed to be submitted to the stockholders for approval by written consent. We anticipate that the Conversion will be approved by a majority of our stockholders, as noted herein. If a stockholder wishes to exercise dissent and appraisal rights, the stockholder must send to the company a written notice demanding payment, and deposit the stockholder's share certificates of the company with our attorneys at Suite 1003, 409 Granville Street, Vancouver, British Columbia, Canada V6C 1T2. The procedure for dissent and appraisal is described in NRS 92A.300 to NRS 92A.500 of the Nevada Revised Statutes, which are attached as Exhibit 4.1 to the Information Statement/prospectus. We require strict adherence to the procedures set forth therein, and failure to do so may result in the loss of all dissenters’ appraisal rights. Accordingly, each stockholder who might desire to exercise dissenter’s appraisal rights should carefully consider and comply with the provisions of those sections and consult his or her legal advisor.

- 34 -

No affiliate of Eurasia (Nevada) or Eurasia (Anguilla) has any material interest, direct or indirect, by security holdings or otherwise in the proposed conversion of Eurasia.

Principal Stockholders

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of July 18, 2007, by:

each person known by us to beneficially own 5% or more of our outstanding common stock;

each of our directors;

each of the Named Executive Officers; and

all of our directors and Named Executive Officers as a group.

In general, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or direct the disposition of such security.

Percentage of beneficial ownership is based upon 20,315,135 shares of common stock outstanding at July 18, 2007. Share ownership in the table includes shares which may be acquired within the next 60 days upon exercise of options, warrants or rights of conversion. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name.


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Class
Nicholas W. Baxter Downiehills, Blackhills, Peterhead Aberdeenshire, Scotland AB42 3LB United Kingdom	3,000,000	(1)	14.76%
Gerald R. Tuskey 2522 Mathers Avenue West Vancouver, B.C. V7V 2J1	1,000,000	(2)	4.92%
Roger Thomas 22 Henderson Road London, United Kingdom SW18 3RR	Nil	(3)	0%
Lynwood S. Bell 3000 The Technology Campus P.O. Box 213 Anguilla, B.W.I.	1,800,000		8.86%
Melanie Bell #1 Smithfield Manor, 5 Riddells Bay Road Warwick WK04 Bermuda	1,500,000		7.38%

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Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Class
Sean Jordan Suite 1, 1909 Queen Street East Toronto, Ontario M4L 1H3	1,500,000	7.38%
Kevin Bell 1160 - 20 ^th Avenue Prince George, B.C.	1,500,000	7.38%
Lloyd Blackmore 18 Queens Street St. Georges, Bermuda	1,500,000	7.38%
Katrin Braun 8095 - 170 ^th Street Surrey, B.C. V4N 4Y7	1,500,000	7.38%
Graham Crabtree 294 Heywood House Anguilla, B.W.I.	1,750,000	8.61
All directors and Named Executive Officers as a group (3 persons)	4,000,000	19.69%

(1)

Mr. Baxter has been granted 500,000 stock options at an exercise price of $0.25 per share expiring on April 14, 2011 and 500,000 stock options at an exercise price of $0.25 per share expiring on April 4, 2012. No stock options have been exercised by Mr. Baxter as of July 18, 2007.

(2)

Mr. Tuskey has been granted 500,000 stock options at an exercise price of $0.25 per share expiring on April 14, 2011 and 500,000 stock options at an exercise price of $0.25 per share expiring on April 4, 2012. No stock options have been exercised by Mr. Tuskey as of July 18, 2007.

(3)

Mr. Thomas has been granted 150,000 stock options at an exercise price of $0.25 per share expiring on April 14, 2011 and 350,000 stock options at an exercise price of $0.25 per share expiring on April 4, 2012. No stock options have been exercised by Mr. Thomas as of July 18, 2007

Certain Relationships and Related Transactions

Our company has not entered into any related party transactions.

Composition of our Board of Directors

We currently have three directors. All directors currently hold office until the next annual meeting of stockholders or until their successors have been elected and qualified. Our officers are appointed annually by the Board of Directors and hold office until their successors are appointed and qualified. Pursuant to the Company's by-laws, the number of directors shall be increased or decreased from time to time by resolution of the Board of Directors or the stockholders. There are no family relationships between any of the officers and directors of the Company.

Executive Compensation

The following table describes the compensation the Company paid to our President, Chief Executive Officer and Chief Financial Officer (the “Named Executive Officers”) for the last two fiscal years ended December 31.

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SUMMARY COMPENSATION TABLE
					Long Term Compensation
		Annual Compensation			Awards		Payouts
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Comp- ensation ($)	Restricted Stock Award(s) ($)	Securities Underlying Option/SARs (#)	LTIP Payouts ($)	All Other Comp- ensation ($)
Velda King Former President, C.E.O. and Director	2005	$12,000	$0.00	$0.00	$0.00	0	$0.00	$0.00
Gerald R. Tuskey, C.F.O., Secretary, Treasurer and Director	2005 2006	$0.00 $0.00	$0.00 $0.00	$0.00 $0.00	$0.00 $0.00	0 0 ⁽¹⁾	$0.00 $0.00	$0.00 $0.00
Nicholas W. Baxter President, C.E.O. and Director	2005 2006	$0.00 $0.00	$0.00 $0.00	$0.00 $0.00	$0.00 $0.00	0 0 ⁽¹⁾	$0.00 $0.00	$0.00 $0.00
Roger Thomas, Director	2006	$7,500	$0.00	$0.00	$0.00	0 ⁽²⁾	$0.00	$0.00

⁽¹⁾

Each of Gerald Tuskey and Nicholas Baxter have been granted 500,000 stock options exercisable at $0.25 per share until April 14, 2011 and each of Messrs Tuskey and Baxter have been granted 500,000 stock options exercisable at $0.25 per share until April 4, 2012. The stock options were not in the money as of the fiscal year ended December 31, 2006 and therefore have been given no current value.

⁽²⁾

Mr. Roger Thomas has been granted 150,000 stock options at an exercise price of $0.25 per share which expire on April 14, 2011 and 350,000 stock options at an exercise price of $0.25 per share which expire on April 4, 2012. No stock options were exercised by Mr. Thomas as at December 31, 2006. The stock options were not in the money as of the fiscal year ended December 31, 2006 and therefore have been given no current value.

Option Grants in the Last Fiscal Year

During the fiscal year ended December 31, 2005, the Company did not grant any stock options to purchase common stock of the Company.

During the nine months ended September 30, 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. No stock options were exercised by any of our executive officers as of March 31, 2007. 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. By directors’ resolution dated April 4, 2007, the Company’s board of directors reduced the exercise price of all of the Company’s outstanding stock options from $1.00 per share to $0.25 per share.

On April 4, 2007, the Company granted Mr. Roger Thomas stock options to purchase a total of 350,000 stock options at an exercise price of $0.25 per share until April 4, 2012 under its 2006 Stock Option Plan. On April 4, 2007, 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 $0.25 per share until April 14, 2012 under its 2007 Stock Option Plan.

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Stock Option Plans

Our 2006 Stock Option Plan has a total of 2,000,000 shares of our common stock reserved for issuance upon exercises of options under the plan. As of the date of this prospectus/information statement, options to purchase a total 2,000,000 shares remained outstanding at an exercise price of $0.25 per share. On April 4, 2007, the Company established a 2007 Stock Option Plan for a total of 2,000,000 shares of our common stock reserved for issuance upon exercise of options under the plan. As of the date of this prospectus/information statement, options to purchase a total of 1,250,000 shares remained outstanding at an exercise price of $0.25 per share and options to purchase 750,000 shares remain available for future grant under the 2007 stock option plan.

Our Board of Directors administers the 2006 and 2007 stock option plans (the “Stock Option Plans”). Our Board is authorized to construe and interpret the provisions of the Stock Option Plans, 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 Stock Option Plans provide for the granting to our employees, directors and consultants of incentive stock options. Our Board determines the terms and provisions of each option granted under the Stock Option Plans, including the exercise price, vesting schedule, repurchase provisions, rights of first refusal and form of payment.

Employment Arrangements

As of the date of this information statement/prospectus, the Company has not entered into any employment agreements.

OTHER MATTERS

Legal Matters

The legal validity of the Eurasia common stock offered hereby will be passed upon by Wigley & Associates of Anguilla, B.W.I., counsel to Eurasia.

Experts

Our financial statements as of December 31, 2006 and for the two years then ended incorporated by reference in this prospectus/information statement have been audited by Peterson Sullivan PLLC, independent registered public accounting firm and are included in reliance upon their report given on the authority of Peterson Sullivan PLLC as an expert in accounting and auditing.

Market for Common Equity and Related Stockholder Matters

Our common stock is currently quoted on the National Association of Securities Dealers OTC Bulletin Board (the "OTCBB") under the symbol “EUEN”.

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On December 2, 2004, the Company's common stock was approved for trading on the OTCBB under the symbol “PALV”. On January 12, 2006, when we changed our name to Eurasia Energy Limited, our OTCBB symbol was changed to “EUEN”. The bid quotations set forth below, reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not reflect actual transactions.


Quarter Ended	High	Low
March 31, 2007	$0.40	$0.15
December 31, 2006	$1.01	$0.30
September 30, 2006	$2.65	$0.60
June 30, 2006	$3.75	$2.00
March 31, 2006	$3.10	$1.00
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

On July 9, 2007, the last reported sale price of our common stock, as reported by the OTCBB, was $0.45 per share.

As of July 18, 2007, the Company believes there are approximately 200 shareholders (including nominees and brokers holding street accounts) of the Company's shares of common stock.

The Company’s common shares have also been quoted on the Frankfurt Exchange but have not yet traded on that market.

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 in October 20, 2003.

WHERE YOU CAN FIND MORE INFORMATION

Eurasia has filed the registration statement of which this information statement/prospectus is a part. The registration statement registers the distribution to Eurasia stockholders of the shares of Eurasia common stock to be issued in connection with the conversion.

Eurasia files annual, quarterly and current reports, information statements and other information with the SEC. You may read and copy any of this information at the SEC’s public reference room at 100 F Street N.E. Washington, D.C., 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC also maintains an Internet web site that contains reports, information statements and other information regarding issuers, like Eurasia, that file electronically with the SEC. The address of that site is http://www.sec.gov. The SEC file number for documents filed under the Exchange Act is 333-133524.

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The SEC allows Eurasia to “incorporate by reference” information into this information statement/prospectus. This means that Eurasia can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this information statement/prospectus, except for any information that is superseded by information that is included directly in this document.

This information statement/prospectus incorporates by reference the documents listed below that Eurasia has previously filed with the SEC. They contain important information about Eurasia and its financial condition.


File	Description
2006 – 10KSB	Form 10KSB filed March 30, 2007
2007 – Q1 – 10QSB	Form 10-QSB filed May 15, 2007

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers

Under Nevada Law, indemnification of officers and directors is permissible when a director performs his or her duties in good faith, in a manner the director believes to be in the best interests of the corporation and its shareholders and has met the requisite standard of care.

Article 8 of our Articles of Incorporation states that to the fullest extent permitted by law, no director or officer of the corporation shall be personally liable to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders.

Article VI of our Bylaws provides that our corporation shall indemnify all directors and officers of our corporation for such expenses and liabilities, in such manner, under the circumstances and to such extent as permitted by the Nevada Revised Statutes, NRS 78.7502 and NRS 78.751 as now enacted or hereafter amended. Unless otherwise approved by the board of directors of our company, our company shall not indemnify any employee of our corporation who is not otherwise entitled to indemnification pursuant to Article VI of our bylaws.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Exhibits and Financial Statement Schedules.

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Exhibit Number	Description
2.1	Plan of Conversion dated November 1, 2006
3.1	Articles of Incorporation, as filed with the Issuer's Form 10-SB (file no. 000-50608) filed on February 27, 2004 incorporated herein by reference
3.2	Certificate of Amendment to Articles of Incorporation
3.3	Articles of Continuance
3.4	Bylaws of Eurasia Energy Limited
4.1	Dissent and Appraisal Rights of the Nevada Revised Statutes
4.2	Form of Dissenter's Appraisal Notice
5.1	Legal Opinion of Wigley & Associates
5.2	Legal Opinion of Clark Wilson, LLC
13.1	Unaudited financial statements for the quarter ended March 31, 2007
13.2	Audited financial statements of Eurasia for the Year ended December 31, 2006.
23	Consent of Peterson Sullivan, PLLC

Undertakings

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this Registration Statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this Registration Statement. provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through the use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

The registrant undertakes that every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, on July 18, 2007.

Eurasia Energy Limited

/s/Nicholas W. Baxter

/s/Gerald R. Tuskey

Nicholas W. Baxter,

Gerald R. Tuskey,

President, C.E.O. and Director

C.F.O. and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature

Title

Date

/s/Nicholas W. Baxter

President, C.E.O.

July 18, 2007

Nicholas W. Baxter

and Director

/s/Gerald R. Tuskey

C.F.O. and Director

July 18, 2007

Gerald R. Tuskey

PLAN OF CONVERSION OF
EURASIA ENERGY LIMITED

It is hereby certified that:

The constituent entity participating in the Plan of Conversion is EURASIA ENERGY LIMITED , a Nevada corporation (“Eurasia Nevada”). The current address of Eurasia is Downiehills, Blackhills, Peterhead, Aberdeenshire, Scotland, AB42 3LB, United Kingdom.

The proposed name of the resulting entity is EURASIA ENERGY LIMITED , a continued Anguillan, British West Indies company (“Eurasia Anguilla”). The proposed address of Eurasia Anguilla is Box 821, Spencer House, The Valley, Anguilla, British West Indies.

A copy of the Articles of Continuance and By-Laws of Eurasia Anguilla are attached hereto as Exhibit “A” and Exhibit “B” respectively.

Eurasia Nevada seeks to consummate a conversion from the State of Nevada to Anguilla, British West Indies pursuant to Chapter 92A.105 of the Nevada Revised Statutes .

Eurasia Nevada is authorized to issue 100,000,000 shares of common stock. As of the date hereof, Eurasia Nevada has 20,315,135 shares of common stock issued and outstanding.

Upon the effective date of the conversion, Eurasia Anguilla will be authorized to issue 100,000,000 shares of common stock and will have 20,315,135 shares of common stock issued and outstanding.

Upon the effective date of the conversion, each issued and outstanding share of common stock in the capital of Eurasia Nevada shall automatically, without any action on the part of the corporation or a stockholder, be converted into one share of common stock, as applicable, in the capital of Eurasia Anguilla.

Upon the effective date of the conversion, the separate existence of Eurasia Nevada shall cease and Eurasia Anguilla will be governed in accordance with the laws of the International Business Companies Act (as amended) of Anguilla, British West Indies.

The Articles of Continuance, attached hereto as Exhibit “A”, and the Bylaws, attached hereto as Exhibit “B”, will be the constituent documents of Eurasia Anguilla upon the effective date of the conversion and will continue in full force and effect until changed, altered or amended as provided in the International Business Companies Act (as amended) of Anguilla, British West Indies.

10.

The directors and officers of Eurasia Nevada shall be the directors and officers of Eurasia Anguilla upon the effective date of the conversion, all of whom shall hold their directorships and offices until the election and qualification of their respective successors or until their tenure is otherwise terminated.

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11.

The Plan of Conversion was duly adopted by the board of directors of Eurasia Nevada on November 1, 2006.

12.

The Plan of Conversion was duly adopted by the stockholders of Eurasia Nevada by consent resolutions of a majority of stockholders holding in the aggregate 11,500,000 common shares or 56.6% of the issued and outstanding common shares of Eurasia Nevada on November 1, 2006.

13.

The board of directors of Eurasia Nevada may elect not to file the articles of conversion or the application to register Eurasia Nevada in Anguilla, British West Indies, with the supporting Articles of Continuance and Bylaws, or consummate the conversion if the board of directors of Eurasia Nevada determines that, in the circumstances, it would not be in the best interests of Eurasia Nevada to proceed with the conversion.

The Plan of Conversion shall be effective upon the filing hereof.

EURASIA ENERGY LIMITED

Per:

Authorized Signatory
Name: Gerald R. Tuskey

Title: C.F.O.

Exhibit “A”

Articles of Continuance

Exhibit “B”

By-laws

Entity #C25694-2003

Document Number: 20050640017-75

Date Filed: 12/27/2005 1:00:07 PM

In the Office of

DEAN HELLER,

SECRETARY OF STATE

CERTIFICATE OF AMENDMENT

(PURSUANT TO NRS 78.385 AND 78.390)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)

Name of corporation:

PACIFIC ALLIANCE VENTURES LTD.

The articles have been amended as follows (provide article numbers, if available):

FIRST:

The name of the corporation shall be:

EURASIA ENERGY LIMITED

The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favour of the amendment is: 54.6% Consent

Effective date of filing (optional):

January 12, 2006

Officer Signature (required):

/s/Gerald R. Tuskey

Gerald R. Tuskey, C.E.O. and Director

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

R.R.A. I20-1

International Business Companies Regulations

R.S.A. c. I20

FORM 11

Anguilla

INTERNATIONAL BUSINESS COMPANIES ACT

(Section 93(1))

ARTICLES OF CONTINUANCE

Name of Company:

Eurasia Energy Limited

Name under which the company is to be continued:

Eurasia Energy Limited

Jurisdiction under which company is incorporated:

State of Nevada, U.S.A.

Date on which company was incorporated:

October 20, 2003

Registered Office:

Address:

Spencer House, The Valley, Anguilla, B.W.I.

Mailing Address:

P.O. Box 821, The Valley, Anguilla, B.W.I.

Registered Agent:

Name:

Wigley & Associates Inc.

Address:

Spencer House, The Valley, Anguilla, B.W.I.

Mailing Address:

P.O. Box 821, The Valley, Anguilla, B.W.I.

Share Capital: ( please ( Ö ) appropriate box )

No Par Value

Par Value

Both Par Value and No Par Value Shares

(a)

The classes and any maximum number of shares that the company is authorised to issue: 100,000,000 COMMON SHARES .

(b)

The aggregate par value of all shares and the par value of each share:

$0.0005 .

(c)

The rights, privileges, restrictions and conditions attaching to each class of shares: ORDINARY .

(d)

If a class of shares can be issued in series, the authority given to the directors to fix the number of shares in, or to determine the designation of, and the rights, privileges, restrictions and conditions attaching to the shares of, each series: N/A .

(e)

Restrictions, if any, on share transfers:

N/A

R.R.A. I20-1

International Business Companies Regulations

R.S.A. c. I20

Restrictions, if any, on business the company may carry on:

Note: An International Business Company shall not carry on any business prohibited by section 3 of the International Business Companies Act.

Amendments to the articles and by-laws that are to be effective upon registration of the articles of continuance:

Articles of Incorporation

None

By Laws

The By Laws dated November 21, 2003 are hereby repealed and replaced by the By Laws attached hereto which shall become effective from the date of registration of these Articles of Continuance pursuant to section 93(1)(b)(v) of the International Business Companies Act (c. I20)

10.

Other provisions, if any:

The Corporation shall only issue registered shares and shall not issue shares in bearer form.

11.

Date:

Signature:

Office Held:

_________________ 2006

Authorised Signatory

Wigley & Associates Inc.

Registered Agent

FOR REGISTRY USE ONLY

Company No:

Agent Code No:

Date Filed:

Received By:

___________

BY LAWS

EURASIA ENERGY LIMITED

ARTICLE I

OFFICES, CORPORATE SEAL

1.01

Registered Office . The registered office of the corporation in Anguilla shall be that set forth in the Articles of Continuance or in the most recent amendment of the Articles of Continuance or resolution of the directors filed with the Companies Registry changing the registered office.

1.02

Other offices . The corporation may have such other offices, in or outside the island of Anguilla, as the directors shall, from time to time, determine.

1.03

Corporate Seal . The common seal of the Company, if any, shall be in such form as the directors may by resolution from time to time adopt. An imprint of the common seal shall be kept at the registered office of the corporation.

ARTICLE II

MEETING OF SHAREHOLDERS

2.01

Place and Time of Meetings . Except as provided otherwise by the International Business Companies Act (c. I20), meetings of the shareholders may be held at any place, on or outside the island of Anguilla, as may from time to time be designated by the directors and, in the absence of such designation, shall be held at the principal corporate office of the corporation on the island of Anguilla. The directors shall designate the time of day for each meeting and in the absence of such designation, every meeting of shareholders shall be held at ten o’clock a.m.

2.02

Regular Annual Meetings .

(a)

A Regular Annual Meeting of the shareholders shall be held annually and within 18 months of the preceding Regular Annual Meeting on such date as the Board of Directors shall establish by resolution.

(b)

At a Regular Annual Meeting of the shareholders, voting as provided in the Articles of Continuance and these By Laws, the shareholders shall designate the number of directors to constitute the Board of Directors and shall elect qualified successors for directors who shall serve until the next Regular Annual Meeting. Shareholders may also transact such other business as may properly come before them.

2.03

Special Meetings . Special Meetings of the shareholders may be held at any time and for any purpose and may be called by the Chief Executive Officer, the Chief Financial Officer, two or more directors or by a shareholder or shareholders holding 10% or more of the voting power of all shares entitled to vote, except that a special meeting for the purpose of considering any action directly or indirectly to facilitate or affect a business combination, including any change or otherwise affecting the composition of the Board of Directors for that purpose must be called by 25% or more of the voting power of all shares entitled to vote. A shareholder or shareholders holding the requisite percentage of the voting power of

Page 1 of 10

all shares entitled to vote may demand a special meeting of the shareholders by written notice of demand given to the Chief Executive Officer or Chief Financial Officer of the corporation and containing the purposes of the meeting. Within 30 days after receipt of demand by one of those officers, the Board of Directors shall cause a special meeting of shareholders to be called and held on notice no later than 90 days after receipt of the demand, at the expense of the corporation. Special Meetings shall be held on the date and at the time and place fixed by the Chief Executive Officer or the Board of Directors, except that a Special Meeting called by or at demand of a shareholder or shareholders will be held in the place where the Executive Office is located. The business transacted at a Special Meeting shall be limited to the purposes stated in the notice of the meeting.

2.04

Quorum, Adjourned Meetings . The holders of shares entitled to one-third of the votes at a meeting of shareholders shall constitute a quorum for the transaction of business at any Regular Annual Meeting or Special Meeting. If a quorum is not present at a meeting, the meeting may be adjourned from time to time without notice other than announcement at the time of adjournment of the date, time and place of the adjourned meeting. At adjourned meetings at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed. If a quorum is present when a meeting is convened, the shareholders present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders originally present to leave less than a quorum.

2.05

Voting . At each meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote either in person or by proxy. Each shareholder, unless the Articles of Continuance or statutes provide otherwise, shall have one vote for each share having voting power registered in such shareholder’s name on the books of the corporation. Subject to statute, jointly owned shares may be voted by any joint owner unless the corporation receives written notice from any one of them denying the authority of that person to vote those shares. Upon demand of any shareholder, the vote upon any question before the meeting shall be by ballot. All questions shall be decided by a majority vote of the number of shares entitled to vote and represented at the meeting at the time of the vote except if otherwise required by statute, the Articles of Continuance or these By Laws. For the purposes of these By Laws, no shareholder owning shares of non-voting common stock of the corporation shall be entitled to vote.

2.06

Record Date . The Board of Directors may fix a date, not exceeding 70 days preceding the date of any meeting of shareholders, as a record date for the determination of the shareholders entitled to notice of, and to vote at, such meeting, notwithstanding any transfer of shares on the books of the corporation after any record date so fixed. If the Board of Directors fails to fix a record date for determination of the shareholders entitled to notice of, and to vote at, any meeting of shareholders, the record date shall be the twentieth day preceding the date of such meeting.

2.07

Notice of Meetings . There shall be mailed to each shareholder shown by the books of the corporation to be a holder of record of voting shares, at his or her address as shown by the books of the corporation, a notice setting out the time and place of each Regular Annual Meeting and each Special Meeting, except (unless otherwise provided by Section 2.04 hereof) where the meeting is an adjourned meeting and the date, time and place of the meeting were announced at the time of the adjournment, which notice shall be mailed at least 10 days but not more than 60 days prior thereto (unless otherwise provided in Section 2.04 hereof).

Page 2 of 10

Every notice of any Special Meeting called pursuant to Section 2.03 hereof shall state the purpose or purposes for which the meeting has been called, and the business transacted at all Special Meetings shall be confined to the purposes stated in the notice. The written notice of any meeting at which a plan of merger or exchange is to be considered shall so state such as a purpose of the meeting. A copy or short description of the plan of merger or exchange shall be included in or enclosed with such notice.

2.08

Waiver of Notice . Notice of any Regular Annual Meeting or Special Meeting may be waived by any shareholder either before or after such meeting, in writing, signed by such shareholder or a representative entitled to vote the shares of such shareholder. A shareholder, by his or her attendance at any meeting of shareholders, shall be deemed to have waived notice of such meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.

2.09

Written Action . Any action that may be taken at a meeting of the shareholders may be taken without a meeting if done in writing and signed by all of the shareholders entitled to vote on that action.

ARTICLE III

DIRECTORS

3.01

General Powers . The business and affairs of the corporation shall be managed by or under the authority of the Board of Directors, except as otherwise required or permitted by statute.

3.02

Number, Qualification and Term of Office . The number of directors of the corporation shall be as set out from time to time in the Articles of Continuance. Subject to the Articles of Continuance, the number of directors shall be increased or decreased from time to time by resolution of the Board of Directors or the shareholders. Directors need not be shareholders. Each of the directors shall hold office until the Regular Annual Meeting of the shareholders next held after such director’s election or until the earlier death, resignation, removal or disqualification of such director.

3.03

Board Meetings . Meetings of the Board of Directors may be held from time to time at such time and place on or outside the island of Anguilla as may be designated in the notice of such meeting.

3.04

Calling Meetings . Meetings of the Board of Directors may be called by the Chairman of the Board by giving at least 24 hours’ notice, or by any other director by giving at least five (5) days’ notice, of the date, time and place thereof to each director by mail, telephone, facsimile, telegram or in person. If the day or date, time and place of a meeting of the Board of Directors has been announced at a previous meeting of the Board, no notice is required. Notice of an adjourned meeting of the Board of Directors need not be given other than by announcement at the meeting at which adjournment is taken.

3.05

Waiver of Notice . Notice of any meeting of the Board of Directors may be waived by any director either before or after such meeting orally or in writing signed by such director. A director, by his or her attendance at any meeting of the board of directors, shall be deemed

Page 3 of 10

to have waived notice of such meeting, except where the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

3.06

Quorum . A majority of the directors holding office immediately prior to a meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting.

3.07

Absent Directors . A director may give advance written consent or opposition to a proposal to be acted on at a meeting of the board of directors. If such director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favour of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

3.08

Conference Communications . Any or all directors may participate in any meeting of the Board of Directors, or of any duly constituted committee thereof, by any means of communication through which the directors may simultaneously hear each other during such meeting. For the purposes of establishing a quorum and taking any action at the meeting, the directors participating pursuant to this Section 3.08 shall be deemed present in person at the meeting; and the place of the meeting shall be the place of origination of the conference telephone conversation or other comparable communication technique.

3.09

Vacancies; Newly Created Directorships . Vacancies on the board of directors of this corporation occurring by reason of death, resignation, removal or disqualification shall be filled for the unexpired term by appointment by the majority of the remaining directors of the board although less than a quorum; newly created directorships resulting from an increase in the number of directors by action of the Board of Directors, as permitted by Section 3.02, may be filled by a majority vote of the remaining directors serving at the time of such increase although less than a quorum; and each director elected pursuant to this Section 3.09 shall be a director until such director's successor is elected by the shareholders at their next Regular or Special meeting.

3.10

Removal . Any or all of the directors may be removed from office at any time, with or without cause, by the affirmative vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. A director named by the Board of Directors to fill a vacancy may be removed from office at any time, with or without cause, by the affirmative vote of the remaining directors if the shareholders have not elected directors in the interim between the time of the appointment to fill such vacancy and the time of the removal. In the event that the entire board or any one or more directors be so removed, new directors may be elected at the same meeting.

3.11

Committees . A resolution approved by the affirmative vote of a majority of the Board of Directors may establish committees having the authority of the Board in the management of the business of the corporation to the extent provided in the resolution and subject to statute. A committee shall consist of one or more directors, appointed by affirmative vote of a majority of the directors present. Committees are subject to the direction and control of, and vacancies in the membership thereof shall be filled by, the Board of Directors.

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A majority of the members of the committee present at a meeting is a quorum for the transaction of business, unless a larger or smaller proportion or number is provided in a resolution approved by the affirmative vote of a majority of the directors present.

3.12

Written Action . Any action that might be taken at a meeting of the Board of Directors, or any duly constituted committee thereof, may be taken without a meeting if done in writing and signed by all of the directors or committee members.

3.13

Compensation . Directors who are not salaried officers of this corporation shall receive such fixed sum per meeting attended or such fixed annual sum as shall be determined from time to time by resolution of the Board of Directors. The Board of Directors may by resolution provide that all directors shall receive their expenses, if any, of attendance at meetings of the Board of Directors or any committee thereof. Nothing herein contained shall be construed to preclude any director from serving this corporation in any other capacity and receiving proper compensation therefor.

ARTICLE IV

OFFICERS

4.01

Number . The officers of the corporation shall consist of a Chief Executive Officer or President, Chief Financial Officer, a Secretary, and such other officers and agents as may from time to time be appointed by the Board of Directors in its sole discretion. Any number of offices may be held by the same person.

4.02

Appointment, Term of Office and Qualifications . The Board of Directors shall appoint, by resolution approved by the affirmative vote of a majority of the directors present, from within or without their number, the Chief Executive Officer or President, Chief Financial Officer, the Secretary, and such other officers as may be deemed advisable, each of whom shall have the powers, rights, duties, responsibilities and terms in office provided for in these By Laws or a resolution of the Board of Directors not inconsistent with these By Laws. The President and all other officers who may be directors shall continue to hold office until the election and qualification of their successors, notwithstanding an earlier termination of their directorship.

4.03

Removal and Vacancies . Any officer may be removed from his or her office by the board of directors at any time, with or without cause. Such removal, however, shall be without prejudice to the contract rights of the person so removed. If there be a vacancy in an office of the corporation by reason of death, resignation or otherwise, such vacancy shall be filled for the unexpired term by the Board of Directors.

4.04

Chairman of the Board . The Chairman of the Board, if one is appointed, shall preside at all meetings of the shareholders and directors and shall have such other duties as may be prescribed, from time to time, by the Board of Directors.

4.05

Chief Executive Officer or President . The Chief Executive Officer or President shall have general active management of the business of the corporation. In the absence of the Chairman of the Board, the Chief Executive Officer or President shall preside at all meetings of the shareholders and directors. He or she shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall execute and deliver, in the name of the corporation, any deeds, mortgages, bonds, contracts or other instruments pertaining

Page 5 of 10

to the business of the corporation unless the authority to execute and deliver is required by law to be exercised by another person or is expressly delegated by the Articles or By Laws or by the Board of Directors to some other officer or agent of the corporation. He or she shall have the power to execute share certificates issued by the corporation. He or she shall have such other duties as may from time to time be prescribed by the Board of Directors.

4.06

Secretary. The Secretary shall be secretary of and attend all meetings of the shareholders and Board of Directors and shall record all proceedings of such meetings in the minute book of the corporation. He or she shall give proper notice of meetings of shareholders and directors. He or she shall maintain records of and, whenever necessary, certify all proceedings of the Board of Directors and the shareholders and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the President or the Chief Executive Officer.

4.07

Vice President . Each Vice President, if one or more is appointed, shall have such powers and perform such duties as prescribed by the Board of Directors, the Chief Executive Officer or the President. In the event of the absence or disability of the President, the Vice President(s) shall succeed to the President's power and duties in the order designated by the Board of Directors.

4.08

Treasurer . The Treasurer, if one is appointed, shall be the Chief Financial Officer and shall keep accurate financial records for the corporation. He or she shall deposit all moneys, drafts and checks in the name of, and to the credit of, the corporation in such banks and depositories as the board of directors shall, from time to time, designate. He or she shall have power to endorse, for deposit, all notes, checks and drafts received by the corporation. He or she shall disburse the funds of the corporation, as ordered by the Board of Directors, making proper vouchers therefor. He or she shall render to the President and the directors, whenever requested, an account of all his or her transactions as Treasurer and of the financial condition of the corporation, and shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the President.

4.09

Compensation . The officers of the corporation shall receive such compensation for their services as may be determined from time to time by resolution of the Board of Directors

ARTICLE V

SHARES AND THEIR TRANSFER

5.01

Certificates for Shares . All shares of the corporation shall be certificated shares. Every owner of shares of the corporation shall be entitled to a certificate, to be in such form as shall be prescribed by the Board of Directors, certifying the number of shares of the corporation owned by such shareholder. The certificates for such shares shall be numbered in the order in which they shall be issued and shall be signed in the name of the corporation by the Chief Executive Officer (or the President, if the Chief Executive Officer delegates such authority) and by the Secretary or an assistant secretary or by any two officers as the Board of Directors may designate. If the certificate is signed by a transfer agent or registrar, such signatures of the corporate officers may be by facsimile if authorized by the Board of Directors. Every certificate surrendered to the corporation for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided for in Section 5.04.

Page 6 of 10

5.02

Issuance of Shares . The Board of Directors is authorized to cause to be issued shares of the corporation up to the full amount authorized by the Articles of Continuance in such amounts as may be determined by the Board of Directors and as may be permitted by law. Shares may be issued for any consideration, including, without limitation, in consideration of cash or other property, tangible or intangible, received or to be received by the corporation under a written agreement, of services rendered or to be rendered to the corporation under a written agreement, or of an amount transferred from surplus to stated capital upon a share dividend. The Corporation shall only issue registered shares and shall not issue shares in bearer form. At the time of approval of the issuance of shares, the Board of Directors shall state by resolution its determination of the fair value to the corporation in monetary terms of any consideration other than cash for which shares are to be issued.

5.03

Transfer of Shares . Transfer of shares on the books of the corporation may be authorized only by the shareholder named in the certificate, the shareholder's legal representative or the shareholder's duly authorized attorney-in-fact, and upon surrender of the certificate or the certificates for such shares. The corporation may treat as the absolute owner of shares of the corporation the person or persons in whose name shares are registered on the books of the corporation.

5.04

Loss of Certificates . Any shareholder claiming a certificate for shares to be lost, stolen or destroyed shall make an affidavit of that fact in such form as the Board of Directors shall require and shall, if the Board of Directors so requires, give the corporation a bond of indemnity in form, in an amount and with one or more sureties satisfactory to the Board of Directors, to indemnify the corporation against any claim that may be made against it on account of the reissue of such certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to have been lost, stolen or destroyed.

ARTICLE VI

DISTRIBUTIONS, RECORD DATE

6.01

Distributions . Subject to the provisions of the Articles of Continuance, these By Laws and of law, the Board of Directors may authorize and cause the corporation to make distributions whenever, and in such amounts or forms as, in its opinion are deemed advisable.

6.02

Record Date .

Subject to any provisions of the Articles of Continuance, these By Laws and the law, the Board of Directors may fix a date not exceeding 120 days preceding the date fixed for the payment of any distribution as the record date for the determination of the shareholders entitled to receive payment of the distribution and, in such case, only shareholders of record on the date so fixed shall be entitled to receive payment of such distribution notwithstanding any transfer of shares on the books of the corporation after the record date.

ARTICLE VII

BOOKS AND RECORDS, FISCAL YEAR

7.01

Share Register . The Board of Directors of the corporation shall cause to be kept at its Registered Office within the island of Anguilla:

Page 7 of 10

(a)

A share register not more than one year old, containing the names and addresses of the shareholders and the number and classes of shares held by each shareholder; and

(b)

A record of the dates on which certificates or transaction statements representing shares were issued.

7.02

Other Books and Records . The Board of Directors shall cause to be kept at its Registered Office in the island of Anguilla, originals or copies of:

(a)

Its Articles or restated Articles of Continuance and all amendments currently in effect;

(b)

Its By Laws or restated By Laws and all amendments currently in effect;

(c)

A list of the names and business street addresses of its current directors and officers

The Board of Directors shall also cause to be kept at its Registered Office in the island of Anguilla or such other place as the board may by resolution determine:

(a)

Resolutions adopted by the board of directors creating one or more classes or series of shares and fixing the relative rights, preferences, and limitations, if shares issued pursuant to the resolutions are still outstanding;

(b)

Minutes of all shareholder meetings and records of all action taken by the shareholders without a meeting within the last three years;

(c)

Written communication to all shareholders generally or to all shareholders of a class or series within the last three years, including the financial statements furnished for the last three years;

(d)

Accounting records that are sufficient to record and explain the transactions of the corporation and which will, at any time, enable the financial position of the corporation to be determined with reasonable accuracy.

7.03

Fiscal Year . The fiscal year of the corporation shall be determined by the Board of Directors.

ARTICLE VIII

LOANS, GUARANTEES

8.01

The corporation may lend money to, guarantee an obligation of or otherwise financially assist any officer, director or employee of the corporation or of a subsidiary if the transaction, or a class of transactions to which the transaction belongs, is approved by the affirmative vote of a majority of the directors present, and if the transaction:

(a)

Is in the usual and regular course of business of the corporation;

(b)

Is with, or for the benefit of, a related corporation, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations;

Page 8 of 10

(c)

Is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the board, to benefit the corporation; or

(d)

Has been approved by (1) the holders of two-thirds of the voting power of the shares entitled to vote that are owned by persons other than the interested person or persons, or (2) the unanimous affirmative vote of the holders of all outstanding shares whether or not entitled to vote.

Such loan, guarantee or other financial assistance may be with or without interest and may be unsecured, or may be secured in the manner as a majority of the directors present approve, including, without limitation, a pledge of or other security interest in shares of the corporation. Nothing in this section shall be deemed to deny, limit or restrict the powers of guaranty, surety or warranty of the corporation at common law or under a statute of the island of Anguilla.

ARTICLE IX

INDEMNIFICATION OF CERTAIN PERSONS

9.01

The corporation shall indemnify all officers and directors of the corporation for such expenses and liabilities, in such manner, under such circumstances and to such extent as permitted by the International Business Company Act (c. I20) section 60, as now enacted or hereafter amended. Unless otherwise approved by the Board of Directors, the corporation shall not indemnify any employee of the corporation who is not otherwise entitled to indemnification pursuant to this Section 9.01.

ARTICLE X

AMENDMENTS

10.01

These By Laws may be amended or altered by a vote of the majority of the whole Board of Directors at any meeting. Such authority of the Board of Directors is subject to any power reserved to the shareholders pursuant to the International Business Companies Act (c. I20) and in the Articles of Continuance, to adopt, amend or repeal By Laws adopted, amended or repealed by the Board of Directors. After the adoption of the initial By Laws, the Board of Directors shall not make or alter any By Laws fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the Board of Directors or fixing the number of directors or their classifications, qualifications or terms of office.

ARTICLE XI

SECURITIES OF OTHER CORPORATIONS

11.01

Voting Securities Held by the Corporation . Unless otherwise ordered by the Board of Directors, the President and Chief Executive Officer shall have full power and authority on behalf of the corporation (a) to attend any meeting of security holders of other corporations in which the corporation may hold securities and to vote such securities on behalf of this corporation; (b) to execute any proxy for such meeting on behalf of the corporation; or (c) to execute a written action in lieu of a meeting of such other corporation on behalf of this corporation. At such meeting, the President shall possess and may exercise any and all rights

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and powers incident to the ownership of such securities that the corporation possesses. The Board of Directors may from time to time grant such power and authority to one or more other persons and may remove such power and authority from the president or any other person or persons.

11.02

Purchase and Sale of Securities . Unless otherwise ordered by the Board of Directors, the President and Chief Executive Officer shall have full power and authority on behalf of the corporation to purchase, sell, transfer or encumber any and all securities of any other corporation owned by the corporation, and may execute and deliver such documents as may be necessary to effectuate such purchase, sale, transfer or encumbrance. The Board of Directors may from time to time confer like powers upon any other person or persons.

Enacted this __ day of _____________ 2006

________________________

Director

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Dissent and Appraisal Rights of the Nevada Revised Statutes

To S-4 Prospectus/Information Statement for Eurasia Energy Limited dated July *, 2007

This act shall be known and may be cited as the "Nevada Revised Statutes".

NRS 92A.300 Definitions. As used in NRS 92A.300 to 92A.500 , inclusive, unless the context otherwise requires, the words and terms defined in NRS 92A.305 to 92A.335 , inclusive, have the meanings ascribed to them in those sections.

(Added to NRS by 1995, 2086)

NRS 92A.305 “Beneficial stockholder” defined. “Beneficial stockholder” means a person who is a beneficial owner of shares held in a voting trust or by a nominee as the stockholder of record.

(Added to NRS by 1995, 2087)

NRS 92A.310 “Corporate action” defined. “Corporate action” means the action of a domestic corporation.

(Added to NRS by 1995, 2087)

NRS 92A.315 “Dissenter” defined. “Dissenter” means a stockholder who is entitled to dissent from a domestic corporation’s action under NRS 92A.380 and who exercises that right when and in the manner required by NRS 92A.400 to 92A.480 , inclusive.

(Added to NRS by 1995, 2087; A 1999, 1631 )

NRS 92A.320 “Fair value” defined. “Fair value,” with respect to a dissenter’s shares, means the value of the shares immediately before the effectuation of the corporate action to which he objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.

(Added to NRS by 1995, 2087)

NRS 92A.325 “Stockholder” defined. “Stockholder” means a stockholder of record or a beneficial stockholder of a domestic corporation.

(Added to NRS by 1995, 2087)

NRS 92A.330 “Stockholder of record” defined. “Stockholder of record” means the person in whose name shares are registered in the records of a domestic corporation or the beneficial owner of shares to the extent of the rights granted by a nominee’s certificate on file with the domestic corporation.

(Added to NRS by 1995, 2087)

NRS 92A.335 “Subject corporation” defined. “Subject corporation” means the domestic corporation which is the issuer of the shares held by a dissenter before the corporate action creating the dissenter’s rights becomes effective or the surviving or acquiring entity of that issuer after the corporate action becomes effective.

(Added to NRS by 1995, 2087)

NRS 92A.340 Computation of interest. Interest payable pursuant to NRS 92A.300 to 92A.500 , inclusive, must be computed from the effective date of the action until the date of payment, at the average rate currently paid by the entity on its principal bank loans or, if it has no bank loans, at a rate that is fair and equitable under all of the circumstances.

(Added to NRS by 1995, 2087)

NRS 92A.350 Rights of dissenting partner of domestic limited partnership. A partnership agreement of a domestic limited partnership or, unless otherwise provided in the partnership agreement, an agreement of merger or exchange, may provide that contractual rights with respect to the partnership interest of a dissenting general or limited partner of a domestic limited partnership are available for any class or group of partnership interests in connection with any merger or exchange in which the domestic limited partnership is a constituent entity.

(Added to NRS by 1995, 2088)

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NRS 92A.360 Rights of dissenting member of domestic limited-liability company. The articles of organization or operating agreement of a domestic limited-liability company or, unless otherwise provided in the articles of organization or operating agreement, an agreement of merger or exchange, may provide that contractual rights with respect to the interest of a dissenting member are available in connection with any merger or exchange in which the domestic limited-liability company is a constituent entity.

(Added to NRS by 1995, 2088)

NRS 92A.370 Rights of dissenting member of domestic nonprofit corporation.

Except as otherwise provided in subsection 2, and unless otherwise provided in the articles or bylaws, any member of any constituent domestic nonprofit corporation who voted against the merger may, without prior notice, but within 30 days after the effective date of the merger, resign from membership and is thereby excused from all contractual obligations to the constituent or surviving corporations which did not occur before his resignation and is thereby entitled to those rights, if any, which would have existed if there had been no merger and the membership had been terminated or the member had been expelled.

Unless otherwise provided in its articles of incorporation or bylaws, no member of a domestic nonprofit corporation, including, but not limited to, a cooperative corporation, which supplies services described in chapter 704 of NRS to its members only, and no person who is a member of a domestic nonprofit corporation as a condition of or by reason of the ownership of an interest in real property, may resign and dissent pursuant to subsection 1.

(Added to NRS by 1995, 2088)

NRS 92A.380 Right of stockholder to dissent from certain corporate actions and to obtain payment for shares.

Except as otherwise provided in NRS 92A.370 and 92A.390 , any stockholder is entitled to dissent from, and obtain payment of the fair value of his shares in the event of any of the following corporate actions:

(a)

Consummation of a conversion or plan of merger to which the domestic corporation is a constituent entity:

(1)

If approval by the stockholders is required for the conversion or merger by NRS 92A.120 to 92A.160 , inclusive, or the articles of incorporation, regardless of whether the stockholder is entitled to vote on the conversion or plan of merger; or

(2)

If the domestic corporation is a subsidiary and is merged with its parent pursuant to NRS 92A.180 .

(b)

Consummation of a plan of exchange to which the domestic corporation is a constituent entity as the corporation whose subject owner’s interests will be acquired, if his shares are to be acquired in the plan of exchange.

(c)

Any corporate action taken pursuant to a vote of the stockholders to the extent that the articles of incorporation, bylaws or a resolution of the board of directors provides that voting or nonvoting stockholders are entitled to dissent and obtain payment for their shares.

(d)

Any corporate action not described in paragraph (a), (b) or (c) that will result in the stockholder receiving money or scrip instead of fractional shares.

A stockholder who is entitled to dissent and obtain payment pursuant to NRS 92A.300 to 92A.500 , inclusive, may not challenge the corporate action creating his entitlement unless the action is unlawful or fraudulent with respect to him or the domestic corporation.

(Added to NRS by 1995, 2087; A 2001, 1414 , 3199 ; 2003, 3189 ; 2005, 2204 )

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NRS 92A.390 Limitations on right of dissent: Stockholders of certain classes or series; action of stockholders not required for plan of merger.

There is no right of dissent with respect to a plan of merger or exchange in favor of stockholders of any class or series which, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting at which the plan of merger or exchange is to be acted on, were either listed on a national securities exchange, included in the national market system by the National Association of Securities Dealers, Inc., or held by at least 2,000 stockholders of record, unless:

(a)

The articles of incorporation of the corporation issuing the shares provide otherwise; or

(b)

The holders of the class or series are required under the plan of merger or exchange to accept for the shares anything except:

(1)

Cash, owner’s interests or owner’s interests and cash in lieu of fractional owner’s interests of:

(I)

The surviving or acquiring entity; or

(II)

Any other entity which, at the effective date of the plan of merger or exchange, were either listed on a national securities exchange, included in the national market system by the National Association of Securities Dealers, Inc., or held of record by a least 2,000 holders of owner’s interests of record; or

(2)

A combination of cash and owner’s interests of the kind described in sub-subparagraphs (I) and (II) of subparagraph (1) of paragraph (b).

There is no right of dissent for any holders of stock of the surviving domestic corporation if the plan of merger does not require action of the stockholders of the surviving domestic corporation under NRS 92A.130 .

(Added to NRS by 1995, 2088)

NRS 92A.400 Limitations on right of dissent: Assertion as to portions only to shares registered to stockholder; assertion by beneficial stockholder.

A stockholder of record may assert dissenter’s rights as to fewer than all of the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one person and notifies the subject corporation in writing of the name and address of each person on whose behalf he asserts dissenter’s rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which he dissents and his other shares were registered in the names of different stockholders.

A beneficial stockholder may assert dissenter’s rights as to shares held on his behalf only if:

(a)

He submits to the subject corporation the written consent of the stockholder of record to the dissent not later than the time the beneficial stockholder asserts dissenter’s rights; and

(b)

He does so with respect to all shares of which he is the beneficial stockholder or over which he has power to direct the vote.

(Added to NRS by 1995, 2089)

NRS 92A.410 Notification of stockholders regarding right of dissent.

If a proposed corporate action creating dissenters’ rights is submitted to a vote at a stockholders’ meeting, the notice of the meeting must state that stockholders are or may be entitled to assert dissenters’ rights under NRS 92A.300 to 92A.500 , inclusive, and be accompanied by a copy of those sections.

If the corporate action creating dissenters’ rights is taken by written consent of the stockholders or without a vote of the stockholders, the domestic corporation shall notify in writing all stockholders entitled to

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assert dissenters’ rights that the action was taken and send them the dissenter’s notice described in NRS 92A.430 .

(Added to NRS by 1995, 2089; A 1997, 730)

NRS 92A.420 Prerequisites to demand for payment for shares.

If a proposed corporate action creating dissenters’ rights is submitted to a vote at a stockholders’ meeting, a stockholder who wishes to assert dissenter’s rights:

(a)

Must deliver to the subject corporation, before the vote is taken, written notice of his intent to demand payment for his shares if the proposed action is effectuated; and

(b)

Must not vote his shares in favor of the proposed action.

If a proposed corporate action creating dissenters’ rights is taken by written consent of the stockholders, a stockholder who wishes to assert dissenters’ rights must not consent to or approve the proposed corporate action.

A stockholder who does not satisfy the requirements of subsection 1 or 2 and NRS 92A.400 is not entitled to payment for his shares under this chapter.

(Added to NRS by 1995, 2089; A 1999, 1631 ; 2005, 2204 )

NRS 92A.430 Dissenter’s notice: Delivery to stockholders entitled to assert rights; contents.

The subject corporation shall deliver a written dissenter’s notice to all stockholders entitled to assert dissenters’ rights.

The dissenter’s notice must be sent no later than 10 days after the effectuation of the corporate action, and must:

(a)

State where the demand for payment must be sent and where and when certificates, if any, for shares must be deposited;

(b)

Inform the holders of shares not represented by certificates to what extent the transfer of the shares will be restricted after the demand for payment is received;

(c)

Supply a form for demanding payment that includes the date of the first announcement to the news media or to the stockholders of the terms of the proposed action and requires that the person asserting dissenter’s rights certify whether or not he acquired beneficial ownership of the shares before that date;

(d)

Set a date by which the subject corporation must receive the demand for payment, which may not be less than 30 nor more than 60 days after the date the notice is delivered; and

(e)

Be accompanied by a copy of NRS 92A.300 to 92A.500 , inclusive.

(Added to NRS by 1995, 2089; A 2005, 2205 )

NRS 92A.440 Demand for payment and deposit of certificates; retention of rights of stockholder.

A stockholder to whom a dissenter’s notice is sent must:

(a)

Demand payment;

(b)

Certify whether he or the beneficial owner on whose behalf he is dissenting, as the case may be, acquired beneficial ownership of the shares before the date required to be set forth in the dissenter’s notice for this certification; and

(c)

Deposit his certificates, if any, in accordance with the terms of the notice.

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The stockholder who demands payment and deposits his certificates, if any, before the proposed corporate action is taken retains all other rights of a stockholder until those rights are cancelled or modified by the taking of the proposed corporate action.

The stockholder who does not demand payment or deposit his certificates where required, each by the date set forth in the dissenter’s notice, is not entitled to payment for his shares under this chapter.

(Added to NRS by 1995, 2090; A 1997, 730; 2003, 3189 )

NRS 92A.450 Uncertificated shares: Authority to restrict transfer after demand for payment; retention of rights of stockholder.

The subject corporation may restrict the transfer of shares not represented by a certificate from the date the demand for their payment is received.

The person for whom dissenter’s rights are asserted as to shares not represented by a certificate retains all other rights of a stockholder until those rights are cancelled or modified by the taking of the proposed corporate action.

(Added to NRS by 1995, 2090)

NRS 92A.460 Payment for shares: General requirements.

Except as otherwise provided in NRS 92A.470 , within 30 days after receipt of a demand for payment, the subject corporation shall pay each dissenter who complied with NRS 92A.440 the amount the subject corporation estimates to be the fair value of his shares, plus accrued interest. The obligation of the subject corporation under this subsection may be enforced by the district court:

(a)

Of the county where the corporation’s registered office is located; or

(b)

At the election of any dissenter residing or having its registered office in this State, of the county where the dissenter resides or has its registered office. The court shall dispose of the complaint promptly.

The payment must be accompanied by:

(a)

The subject corporation’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that year, a statement of changes in the stockholders’ equity for that year and the latest available interim financial statements, if any;

(b)

A statement of the subject corporation’s estimate of the fair value of the shares;

(c)

An explanation of how the interest was calculated;

(d)

A statement of the dissenter’s rights to demand payment under NRS 92A.480 ; and

(e)

A copy of NRS 92A.300 to 92A.500 , inclusive.

(Added to NRS by 1995, 2090)

NRS 92A.470 Payment for shares: Shares acquired on or after date of dissenter’s notice.

A subject corporation may elect to withhold payment from a dissenter unless he was the beneficial owner of the shares before the date set forth in the dissenter’s notice as the date of the first announcement to the news media or to the stockholders of the terms of the proposed action.

To the extent the subject corporation elects to withhold payment, after taking the proposed action, it shall estimate the fair value of the shares, plus accrued interest, and shall offer to pay this amount to each

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dissenter who agrees to accept it in full satisfaction of his demand. The subject corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenters’ right to demand payment pursuant to NRS 92A.480 .

(Added to NRS by 1995, 2091)

NRS 92A.480 Dissenter’s estimate of fair value: Notification of subject corporation; demand for payment of estimate.

A dissenter may notify the subject corporation in writing of his own estimate of the fair value of his shares and the amount of interest due, and demand payment of his estimate, less any payment pursuant to NRS 92A.460 , or reject the offer pursuant to NRS 92A.470 and demand payment of the fair value of his shares and interest due, if he believes that the amount paid pursuant to NRS 92A.460 or offered pursuant to NRS 92A.470 is less than the fair value of his shares or that the interest due is incorrectly calculated.

A dissenter waives his right to demand payment pursuant to this section unless he notifies the subject corporation of his demand in writing within 30 days after the subject corporation made or offered payment for his shares.

(Added to NRS by 1995, 2091)

NRS 92A.490 Legal proceeding to determine fair value: Duties of subject corporation; powers of court; rights of dissenter.

If a demand for payment remains unsettled, the subject corporation shall commence a proceeding within 60 days after receiving the demand and petition the court to determine the fair value of the shares and accrued interest. If the subject corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

A subject corporation shall commence the proceeding in the district court of the county where its registered office is located. If the subject corporation is a foreign entity without a resident agent in the State, it shall commence the proceeding in the county where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign entity was located.

The subject corporation shall make all dissenters, whether or not residents of Nevada, whose demands remain unsettled, parties to the proceeding as in an action against their shares. All parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

The jurisdiction of the court in which the proceeding is commenced under subsection 2 is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them, or any amendment thereto. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

Each dissenter who is made a party to the proceeding is entitled to a judgment:

(a)

For the amount, if any, by which the court finds the fair value of his shares, plus interest, exceeds the amount paid by the subject corporation; or

(b)

For the fair value, plus accrued interest, of his after-acquired shares for which the subject corporation elected to withhold payment pursuant to NRS 92A.470 .

(Added to NRS by 1995, 2091)

NRS 92A.500 Legal proceeding to determine fair value: Assessment of costs and fees.

The court in a proceeding to determine fair value shall determine all of the costs of the proceeding, including the reasonable compensation and expenses of any appraisers appointed by the court. The court shall

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assess the costs against the subject corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment.

The court may also assess the fees and expenses of the counsel and experts for the respective parties, in amounts the court finds equitable:

(a)

Against the subject corporation and in favor of all dissenters if the court finds the subject corporation did not substantially comply with the requirements of NRS 92A.300 to 92A.500 , inclusive; or

(b)

Against either the subject corporation or a dissenter in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by NRS 92A.300 to 92A.500 , inclusive.

If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the subject corporation, the court may award to those counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.

In a proceeding commenced pursuant to NRS 92A.460 , the court may assess the costs against the subject corporation, except that the court may assess costs against all or some of the dissenters who are parties to the proceeding, in amounts the court finds equitable, to the extent the court finds that such parties did not act in good faith in instituting the proceeding.

This section does not preclude any party in a proceeding commenced pursuant to NRS 92A.460 or 92A.490 from applying the provisions of N.R.C.P. 68 or NRS 17.115 .

(Added to NRS by 1995, 2092)

Form of Dissenter's Appraisal Notice

To S-4 Prospectus/Information Statement for Eurasia Energy Limited dated July *, 2007

Dissenter’s Appraisal Notice of Eurasia Energy Limited
Delivered Pursuant to NRS 92A.410 of the Nevada Revised Statutes

Our company’s estimate of the fair value of the shares which are the subject of this notice is $0.45 per share of common stock, and we hereby offer to pay such estimated fair value.

Demand for payment must be sent by to the company by mail, courier, facsimile or electronic mail by t , 2007 as follows:

Eurasia Energy Limited

c/o Suite 1003

409 Granville Street

Vancouver, B.C.

V6C 1T2

Certificates of the company’s shares must be deposited by t , 2007 as follows:

Eurasia Energy Limited

c/o Suite 1003

409 Granville Street

Vancouver, B.C.

V6C 1T2

A form for demanding payment is attached to this Dissenter’s Appraisal Notice as Exhibit A.

A copy of the dissent and appraisal provisions of the Nevada Revised Statutes Act is attached as Exhibit 4.1 to the S-4 Prospectus/Information Statement to which this Dissenter’s Appraisal Notice is attached.

A copy of our company’s Annual Report on Form 10-KSB for the year ended December 31, 2006, and a copy of our company’s Quarterly Report on Form 10-QSB for the interim period ended March 31, 2007, are attached to the S-4 Prospectus/Information Statement.

A notice to withdraw any demand for payment must be received by t , 2007.

If requested in writing, we will provide to the stockholder so requesting by t , 2007, the number of stockholders and the total number of shares held by them who have returned a demand for payment by the date specified above.

EXHIBIT A TO DISSENTER’S APPRAISAL NOTICE

Name and Address of Stockholder exercising dissent and appraisal rights:

_________________________________________________________________

Number of shares of common stock of Stockholder over which Stockholder is exercising dissent and appraisal rights:

_________________________________________________________________

The undersigned hereby certifies that he/she/it acquired the shares of the company before November 1, 2006, being the record date for approval of the proposed Conversion, and did not vote for the proposed Conversion.

The undersigned hereby accepts the company’s offer as set forth in this Dissenter’s Appraisal Notice:

Yes [ ]

No [ ]

If our offer is not accepted, the stockholder’s estimated fair value of the shares is $_________ per share of common stock and the undersigned hereby demands payment of this estimated value plus interest.

Dated: _______________, 2007.

______________________________________

Signature of Co-owners,

Signature

if applicable

Print Name: ________________________ __________________________

Print Title: _________________________ __________________________

Wigley & Associates

Barristers and Solicitors At Law

Notary Public

Spencer House

P.O. Box 821

The Valley, Anguilla, B.W.I.

Telephone: (264)497-8129

Telephone: (264)497-0039

Fax: (264)497-8289

Email: wigleyj@anguillanet.com

July *, 2007

The Board of Directors of

Eurasia Energy Limited

Downiehills, Blackhills

Peterhead

Aberdeenshire, AB42 3LB

U.K. Scotland

Dear Sirs:

Re: Continuation of Eurasia Energy Limited (“Eurasia”) under the

International Business Companies Act (c.I20) of Anguilla, B.W.I. (the "IBCAA")

We have acted in the capacity as solicitors for Eurasia in connection with the proposed continuation of Eurasia under the IBCAA. In that regard, we are giving the opinions expressed below. The opinions expressed below are for the benefit of the addressees in connection with the continuation of Eurasia.

Scope of Inquiries

We have participated in the preparation of or have examined the following documents:

(a)

Plan of Conversion dated November 1, 2006 (“Plan of Conversion”);

(b)

Legal Opinion of U.S. Counsel practicing in jurisdiction of incorporation of Eurasia;

(c)

the Articles of Incorporation, Articles of Continuance and By-Laws of Eurasia;

(d)

the minute book of Eurasia;

(e)

the Certificate of Continuation of Eurasia under the IBCAA;

We have also examined such statutes, public records, certificates and other documents and have made such other searches and examinations which we have considered necessary in order to give the opinions expressed below.

- 2 -

Assumptions

We have assumed:

(a)

the authenticity of documents purporting to be originals or photostatic or facsimile copies of originals;

(b)

the conformity to originals of documents purporting to be photostatic or facsimile copies of originals;

(c)

the genuineness of all signatures on all documents reviewed by us;

(d)

the accuracy and completeness of all representations and statements of fact contained in any certificate or other document upon which we have relied and identified herein;

(e)

the identity, capacity and authority of any person acting or purporting to act in a representative capacity or as a public official; and

(f)

the accuracy and completeness of all information provided to us (in written form or by facsimile transmission) by offices of public record.

We have not undertaken any independent investigation to verify the accuracy or completeness of these assumptions. In the course of giving this opinion, nothing has come to our attention which leads us to believe that any of these assumptions are incorrect in any material respects.

Opinion

Based and relying on the foregoing and subject to the qualifications set out below, we are of the opinion that:

Upon the effective date of the continuation, the following persons will comprise the Board of Directors of Eurasia, each of whom will be duly and validly elected or appointed as a director of Eurasia:

Nicholas W. Baxter

Gerald R. Tuskey

Roger Thomas

The continuation of Eurasia will become effective in Anguilla, B.W.I. on the date the Articles of Continuation are registered by the Anguillan Registrar of Companies and Eurasia will become governed by laws of Anguilla, B.W.I. and subject to the IBCAA.

At the effective time of the continuation, Eurasia will have 20,315,135 common shares validly issued and outstanding as fully paid and non-assessable.

Qualifications

The opinions expressed above are subject to the following qualifications:

(a)

the opinions are limited to matters governed by the laws of Anguilla, British West Indies;

- 3 -

(b)

the headings appearing in this opinion are for the convenience of reference only and in no way limit or enlarge the scope or meaning of the opinions expressed above;

(c)

the enforceability of any agreement will be limited by equitable principles or by any applicable bankruptcy, reorganization, winding-up, insolvency, moratorium or other laws of general application affecting the enforcement of creditors' rights; and

(d)

no opinion is expressed as to any specific remedy that may be granted, imposed or rendered with respect to the breach of, or failure to comply with any agreement and, in particular, no opinion is expressed as to the availability of equitable remedies, including that of specific performance or injunctive relief or the enforcement of any provisions of any agreement.

We hereby consent to the use of this opinion as an exhibit to Eurasia's S-4 Registration Statement filed pursuant to the Securities Exchange Act of 1933, as amended, and to the reference to our name in the S-4 Registration Statement constituting a part of such Registration Statement under the heading “Legal Matters.”

Yours faithfully,

Wigley & Associates

Per:

Ravi Bahadur-Singh

Exhibit 5.2

Clark, Wilson
Barristers & Solicitors
Patent & Trade-Mark Agents
800-885 W Georgia Street
Vancouver, BC V6C 3H1
Tel.

604.687.5700

July *, 2007

Eurasia Energy Limited
Downiehills, Blackhills, Peterhead
Aberdeenshire, AB42 3LB, Scotland, U.K.

Attention:

Nicholas W. Baxter,
President and CEO

Dear Sir:

Re:

Opinion Regarding common stock of Eurasia Energy Limited
Registered on Form S-4 as amended and dated July *, 2007

We have acted as counsel for Eurasia Energy Limited (the “Corporation”) in connection with the filing of a registration statement on Form S-4 as amended and dated July *, 2007 (the “Registration Statement”) under the Securities Act of 1933 , as amended. The Corporation will be changing its jurisdiction from the State of Nevada to Anguilla, British West Indies (the “Continuance”). Following the Continuance, the Corporation’s 20,315,135 shares are being registered under the Registration Statement.

We have examined originals or copies, certified or identified to our satisfaction, of the constating documents of the Corporation and of such corporate records of the Corporation, certificates of public officials, officers of the Corporation and such other documents and have considered such questions of law and made such other investigations as we have deemed relevant or necessary as a basis for the opinions hereinafter expressed. In particular, as to various questions of fact, we have relied upon a certificate (the “Certificate”) of the President of the Corporation, dated July ___, 2007, relating to certain factual matters of the Corporation and the common stock of the Corporation. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies or facsimiles thereof.

In expressing the opinion set forth in paragraph 1 below, insofar as such opinion relates to the number of issued and outstanding shares of the Corporation on July ___, 2007, we have relied exclusively and without independent investigation upon a letter from Nevada Agency & Trust Company (the “Transfer Agent”) dated ___, 2007. In expressing the opinion set forth in paragraph 2 below, insofar as such opinion relates to such shares being duly issued, fully-paid and non-assessable, we have relied exclusively on the Certificate.

Based on and subject to the foregoing we are of the opinion that as of July ___, 2007:

The authorized capital of the Corporation consists of 100,000,000 common shares of which 20,315,135 are issued and outstanding; and

- 2 -

The 20,315,135 issued and outstanding shares will be duly issued, fully paid and non-assessable as at the effective date of the Continuance. This is the same number of issued shares as indicated by the records of the Transfer Agent.

We have attorneys admitted to practice in California, Florida, New York, Washington, Virginia and the District of Columbia. We are generally familiar with the Nevada Revised Statutes of the State of Nevada (“Nevada Law”) as presently in effect and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Nevada corporation. This opinion letter is limited to the current federal laws of the United States and, to the limited extent set forth above, the Nevada Law, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our name in the Prospectus constituting a part of such Registration Statement under the heading “Legal Matters.”

Yours truly,

EURASIA ENERGY LIMITED

(An exploration stage company)

Financial Statements

(Expressed in U.S. Dollars)

(Unaudited)

March 31, 2007

Index

Balance Sheet

Statements of Operations

Statements of Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements


EURASIA ENERGY LIMITED
(an exploration stage company)

BALANCE SHEET
March 31, 2007
(Unaudited)

(Expressed in U.S. Dollars)		2007

ASSETS
Current assets
Cash and cash equivalents (Note 4)	$	370,945
Interest receivable		504
Prepaid expenses - related party (Note 7)		4,892
Total current assets		376,341

Fixed assets, net (Note 5)		62,406

Total assets	$	438,747

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued expenses	$	5,993
Accounts payable and accrued expenses - related party (Note 7)		3,127
Total current liabilities		9,120

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		(4,211,331)

Total stockholders' equity		429,627

Total liabilities and stockholders' equity	$	438,747


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


EURASIA ENERGY LIMITED
(an exploration stage company)

STATEMENTS OF OPERATIONS
For the three months ended March 31, 2007 and 2006, and for the Period from
November 28, 2005 (the effective date of the exploration stage) through March 31, 2007
(Unaudited)

						Cumulative
						During the
		Three months ended March 31,				Exploration
(Expressed in U.S. Dollars)		2007		2006		Stage

Revenue	$	-	$	-	$	-

Expenses
Consulting		1,000		-		172,751
Data acquisition cost		-		19,300		19,300
General and administrative		73,950		26,566		236,919
General and administrative - related party (Note 7)		4,037		3,090		28,890
Travel		24,032		3,000		107,036
Stock-based compensation		-		-		3,675,633
		103,019		51,956		4,240,529

Operating Loss		(103,019)		(51,956)		(4,240,529)

Other income and expenses
Interest income		4,298		2,762		29,198

Net loss	$	(98,721)	$	(49,194)	$	(4,211,331)


Net loss per common share (basic and fully diluted)	$	(0.00)	$	(0.00)

Weighted average number of common
shares outstanding		20,315,135		20,190,135


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


EURASIA ENERGY LIMITED
(an exploration stage company)

STATEMENTS OF STOCKHOLDERS' EQUITY
For the three months ended March 31, 2007 and for the Period from November 28, 2005
(the effective date of the exploration stage) through March 31, 2007
(Unaudited)
					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, November 28, 2005	20,065,135	$ 20,065	$ 204,326	$ (9,066)	$ -	$ 215,325

Net loss for the period ended December 31, 2005				-	(13,598)	(13,598)

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

Net loss for the three months ended March 31, 2007	-	-	-	-	(98,721)	(98,721)

Balance, March 31, 2007	20,315,135	$ 20,315	$ 4,629,709	$ (9,066)	$ (4,211,331)	$ 429,627


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


EURASIA ENERGY LIMITED
(an exploration stage company)

STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2007 and 2006, and for the Period from
November 28, 2005 (the effective date of the exploration stage) through March 31, 2007
(Unaudited)

						Cumulative
						During the
		Three months ended March 31,				Exploration
(Expressed in U.S. Dollars)		2007		2006		Stage

Cash flows from (used in) operating activities
Net Loss from continuing operations	$	(98,721)	$	(49,194)	$	(4,211,331)
Adjustments to reconcile loss from continuing operations
to net cash flows from operating activities
Stock-based compensation		-		-		3,675,633
Depreciation		3,827		-		14,134
Change in operating assets and liabilities
Accounts receivable, related party		-		5,000		5,000
Interest receivable		247		(2,762)		(504)
Prepaid expenses		2,734		(24,749)		2,283
Prepaid expenses - related party		(4,892)		(20,000)		(7,175)
Accounts payable and accrued expenses		(16,343)		600		5,393
Accounts payable and accrued expenses - related party		(31,219)		-		3,127
Net cash used in operating activities		(144,367)		(91,105)		(513,440)

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

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

Increase in cash and cash equivalents		(144,367)		658,895		160,020

Cash and cash equivalents , beginning of period		515,312		197,327		210,925

Cash and cash equivalents , end of period	$	370,945	$	856,222	$	370,945

- 6 -


Cash and cash equivalents, consist of:
Cash at bank	$	45,945	$	56,222	$	45,945
Short term deposit		325,000		800,000		325,000
	$	370,945	$	856,222	$	370,945


Supplemental Information:

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


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

- 7 -

EURASIA ENERGY LIMITED

(an exploration stage company)

Unaudited

Notes to Financial Statements

March 31, 2007

Note 1 - Organization

Eurasia Energy Limited ("the Company") (formerly Pacific Alliance Ventures Ltd.) (an exploration stage company) was a marketing and advertising service provider.

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. See also Note 9.

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 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 $4,211,331 from the effective date of the exploration stage (November 28, 2005) to March 31, 2007. 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.

- 8 -

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 - Presentation of Interim Information

The accompanying unaudited interim financial statements have been prepared in accordance with Form 10-QSB instructions and in the opinion of management of the Company, include all adjustments (which are normal recurring adjustments) considered necessary to present fairly the financial position as of March 31, 2007 and the results of operations for the three months ended March 31, 2007 and 2006 and cash flows for the three months ended March 31, 2007 and 2006. These results have been determined on the basis of generally accepted accounting principles in United States and practices and applied consistently with those used in the preparation of the Company's 2006 Annual Report on Form 10-KSB.

Certain information and footnote disclosures normally included in the financial statements presented in accordance with United States generally accepted accounting principles have been condensed or omitted. It is suggested that the accompanying unaudited interim consolidated financial statements be read in conjunction with the annual financial statements and notes thereto incorporated by reference in the Company's 2006 Annual Report on Form 10-KSB.

Note 4 – Cash Equivalents

As of March 31, 2007, the Company has a short term deposit of $325,000 maintained at a bank, with interest at 4.35% per annum, maturing on April 18, 2007.

Interest receivable of $504 has been accrued as of March 31, 2007.

Note 5 - Fixed Assets

Fixed assets consist of the following as at March 31, 2007:


Motor vehicle				$ 74,500
Office equipment				2,040
				76,540
Less: accumulated depreciation				(14,134)
				$ 62,406

Depreciation charged to operations for the three months ended March 31, 2007 and 2006, and the period from inception to March 31, 2007, amounted to $3,827, $nil, and $14,134, respectively.

Note 6 - 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.

- 9 -

(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
Expired	(250,000)	4.00
Balance, March 31, 2007	-

During the three months ended March 31, 2007, no warrants were issued or exercised. 250,000 warrants at an exercise price of $4.00 each expired on February 15, 2007.

The movement of options can be summarized as follows:


		Weighted average
	Number of options	exercise price

Balance, December 31, 2005	-	$ -
Issued in 2006	1,535,000	1.00
Balance, March 31, 2007 and December 31, 2006	1,535,000	1.00

The following table summarizes information about stock options outstanding at March 31, 2007:


		Weighted
	Number	Average	Weighted	Number	Weighted
Range of	Outstanding at	Remaining	Average	Exercisable at	Average
Exercise	March 31,	Contractual	Exercise	March 31,	Exercise
Prices	2007	Life (Years)	Price	2007	Price

$ 1.00	1,535,000	3.95	$ 1.00	1,535,000	$ 1.00

Note 7 - Related Party Transactions

Included in accounts payable there is an amount of $3,127 due to a director for ongoing expenses incurred on behalf of the Company in Canada.

During the three months ended March 31, 2007, the Company paid corporate and administrative service charges of $4,037 (2006: $nil) to a law firm of which a director of the Company is the owner.

Note 8 - New Accounting Pronouncements

- 10 -

In February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115” , (“FAS 159”) which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. FAS 159 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 159.

Note 9 - Contingent Liabilities

On October 10, 2006, Eurasia announced that the Company and its Chief Executive Officer, Nicholas W. Baxter, had been named in a lawsuit commenced in the Court of Session in Edinburgh, Scotland. The pursuers in the action were Arawak Energy Corporation (“Arawak”) and its wholly owned subsidiary, Commonwealth Oil & Gas Company Limited (“Commonwealth”). 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 Eurasia’s MOU for its block in Azerbaijan. The Company was 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. The Company and Mr. Baxter retained joint counsel and filed an appearance and defense.

The parties have appeared twice before Lord Reed of the Commercial Court on preliminary matters. Both the pursuers and the defenders have amended their original pleadings. 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, 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 an alleged breach of fiduciary duty to Commonwealth.

The 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, the Company will reserve comment on all but the most basic elements of the lawsuit. Trial of this matter has been scheduled to commence on August 28, 2007.

Note 10 - Subsequent Events

On April 4, 2007, the Company reduced the exercise price of the outstanding 1,535,000 stock options from $1.00 to $0.25 each.

On April 4, 2007, the Board of Directors adopted the 2007 Stock Option Plan which allocates 2,000,000 common shares for issuance under the plan.

On April 4, 2007, the Company granted 465,000 and 1,250,000 stock options under its 2006 and 2007 stock option plans, respectively, to employees and consultants at $0.25 each, expiring on April 4, 2012. The options are vesting at the rate of 20% per year over five years from April 4, 2007.

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

[EX132002.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

- 7 -


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)

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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.

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.

Note 2 - Basis of Presentation - Going Concern Uncertainties

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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.


Motor vehicle				20%
Office equipment				20%

- 10 -

(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 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

- 11 -

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

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.

- 12 -

(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:


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

- 13 -

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:


		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

- 14 -

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.

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

- 15 -

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.

[EX132002.GIF]

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-4 of Eurasia Energy Limited (an exploration stage company) ("the 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. We also consent to the reference to our Firm under the heading of "Experts".

Our report, dated March 23, 2007, contains an explanatory paragraph that states that 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. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ PETERSON SULLIVAN PLLC

July 20, 2007

Seattle, Washington