Annual and Transition Report (foreign Private Issuer) (20-f)

EURASIA ENERGY LIMITED

(an exploration stage company)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

For the year ended December 31, 2014 and for the period from

November 28, 2005 (the effective date of the exploration stage) through December 31, 2014

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the Fiscal Year Ended December 31, 2014

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For transition period from __________ to __________

o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Date of event requiring this shell company report __________

Commission File Number: 000-50608

EURASIA ENERGY LIMITED

(Exact name of Registrant as specified in its charter)

ANGUILLA, BRITISH WEST INDIES

(Jurisdiction of incorporation or organization)

294 Heywood House, Anguilla, B.W.I.

(Address of principal executive offices)

Mr. Graham Crabtree

(T): (264) 497-6468; (F) (264) 497-6800

294 Heywood House, Anguilla, B.W.I.

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 Par Value		OTC-QB
(Title of Class)		(Exchange on which registered)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the year ended December 31, 2014: 34,548,368 Common Shares With a Par Value of $0.001 Per Share

Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes þ No

If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes þ No

Note:

Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

o Yes þ No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP þ

International Financial Reporting Standards as issued

by the International Accounting Standards Board o

Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17 o Item 18

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

þ Yes o No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by court.

o Yes o No

INFORMATION TO BE INCLUDED IN THE REPORT

Convention

In this Form 20-F Annual Report, all references to “Anguilla” are references to Anguilla, British West Indies. All references to the “Government” are references to the government of Anguilla, British West Indies. Unless otherwise noted, all references to “common shares”, “shares” or “common stock” are references to the common shares of the Company. All references to the “Company” or “Eurasia” are references to “Eurasia Energy Limited”.

In this document, all references to “SEC” or “Commission” are reference to the United States Securities and Exchange Commission. References to “$” are to the currency of the United States of America.

Forward Looking Statements

This Form 20-F Annual Report includes "forward-looking statements". A shareholder or prospective shareholder should bear this in mind when assessing the Company’s business. All statements included in this annual report, other than statements of historical facts, including, without limitation, the statements located elsewhere herein regarding industry prospects and the Company’s financial position, are forward-looking statements. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.

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TABLE OF CONTENTS

Item 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	4
Item 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	4
Item 3.	KEY INFORMATION	4
Item 4.	INFORMATION ON THE COMPANY	7
Item 4A.	UNRESOLVED STAFF COMMENTS	9
Item 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	9
Item 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	11
Item 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	15
Item 8.	FINANCIAL INFORMATION	16
Item 9.	THE OFFER AND LISTING	16
Item 10.	ADDITIONAL INFORMATION	18
Item 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19
Item 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	19
Item 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	20
Item 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	20
Item 15.	CONTROLS AND PROCEDURES	20
Item 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	22
Item 16B.	CODE OF ETHICS	22
Item 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	22
Item 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	23
Item 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	23
Item 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	23
Item 16G.	CORPORATE GOVERNANCE	23
Item 16H.	MINE SAFETY DISCLOSURE	24
Item 17.	FINANCIAL STATEMENTS	25
Item 18.	FINANCIAL STATEMENTS	25
Item 19.	EXHIBITS	26

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PART I

Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. Directors and Senior Management

Not applicable

B. Advisers

Not applicable

C. Auditors

The independent auditors for the Company are Peterson Sullivan, LLP, of Suite 2300, 601 Union Street, Seattle, Washington, 98101, USA for the Company’s December 31, 2014, 2013 and 2012 year ends.

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

Item 3. KEY INFORMATION

A. Selected Financial Data

The Company was incorporated as Pacific Alliance Ventures Ltd. in the State of Nevada on October 20, 2003. The Company changed its name to Eurasia Energy Limited on November 28, 2005. The Company completed a continuation of its jurisdiction from Nevada to Anguilla, B.W.I. on December 31, 2007. The Company has selected a December 31 year end. The Company’s selected historical financial data for the periods from January 1, 2010 to December 31, 2010 (audited), January 1, 2011 to December 31, 2011 (audited), January 1, 2012 to December 31, 2012 (audited), January 1, 2013 to December 31, 2013 (audited) and January 1, 2014 to December 31, 2014 (audited) are set out in the table below. The selected financial data provided below are not necessarily indicative of the future results of operations or financial performance of the Company. The Company has not paid any dividends on its common shares and it does not expect to pay dividends in the foreseeable future.

The financial statements of the Company for the period January 1, 2010 to December 31, 2010, January 1, 2011 to December 31, 2011, January 1, 2012 to December 31, 2012, January 1, 2013 to December 31, 2013 and January 1, 2014 to December 1, 2014 have been audited by the Company’s current auditor, Peterson Sullivan LLP, independent registered public accountants. They are maintained in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

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	Period from Jan. 1, 2010 to Dec. 31, 2010	Period from Jan. 1, 2011 to Dec. 31, 2011	Period from Jan. 1, 2012 to Dec. 31, 2012	Period from Jan. 1, 2013 to Dec. 31, 2013	Period from Jan. 1, 2014 to Dec. 31, 2014
Amounts in Accordance with US GAAP (Presented in U.S. dollars):
Total Assets	$334,487	$244,595	$149,573	$108,065	$75,509
Operating Revenue	-	-	-	-	-
Net working capital (deficit)	$315,813	$(195,592)	$142,427	$104,665	$71,959
Shareholders’ Equity (deficit)	$320,814	$(195,592)	$142,427	$104,665	$71,959
Net Income (Loss) (from operations)	$137,720	$(526,369)	$(99,631)	$(37,762)	$(32,706)
Income (Loss) per share (basic and diluted)	$0.01	$(0.02)	$(0.00)	$(0.00)	$(0.00)
Weighted average number of common shares (basic)	25,948,368	25,948,368	32,010,663	34,548,368	34,548,368

B. Capitalization and Indebtedness

Not applicable

C. Reasons for the Offer and Use of Proceeds

Not applicable

D. Risk Factors

The following risks relate specifically to the Company’s business and should be considered carefully. The occurrence of any one or more of the events outlined under this section could have severe consequences on the Company's business, financial condition and results of operations and could result in the cessation of operations or bankruptcy.

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 and puts your investment at risk.

We have incurred significant net losses and negative cash flow from operations since our inception. We reported net loss of $32,706 in 2014. We will expect to continue to incur losses in 2015 and will need to continue to raise additional funds through equity offerings for our business to survive.

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, 2014 financial statements contains an explanatory paragraph that states that the Company has historically incurred losses and has an accumulated deficit which raises 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.

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We will need additional capital to continue to operate our business. Failure to raise additional equity or debt financing will result in the termination of operations and the loss of your investment.

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. 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 and you will lose your investment.

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. Mr. Baxter has extensive oil and gas exploration experience and contacts and his departure would result in our Company ceasing to operate as an oil and gas exploration company.

Tax Risks – Our Company may continue to be taxed as a U.S. corporation disentitling us to any tax advantages in Anguilla.

Our Company converted from Nevada to Anguilla, B.W.I. on December 31, 2007. Our Company is now 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. 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 Company would be disentitled to tax advantages in Anguilla and any future earnings would be reduced accordingly.

Our plan of operation was focused on securing a project in the Republic of Azerbaijan. We have failed to secure this project and are seeking alternate opportunities.

Our company has exhausted all currently available avenues for advancing its interest in the Alyat Deniz Project in Azerbaijan which has been our primary focus from 2005. Despite our management team’s experience and past success in Azerbaijan and an inclusion of experienced and well financed participating partners, we have not attained our goal and our company does not consider it prudent to continue to compete for this project. Accordingly, the Company is seeking a new oil and gas exploration project and is competing against larger, better financed and more experienced companies. The likelihood of our company obtaining an interest in an alternate project is uncertain.

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 broker-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 broker-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.

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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.

Our shares are thinly traded. If our stockholders sell substantial amounts of our common stock, the market price of our common stock will decline and there may be few buyers for your shares.

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

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

Item 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Since its incorporation, the Company has not undergone any material reclassification, merger or consolidation, and has no subsidiaries. The Company has not completed any acquisitions or dispositions of material assets. It has not undergone a material change in the types of products or services it renders. The Company has not been the subject of any bankruptcy, receivership or similar proceedings.

The Company has not made any principal capital expenditures or divestitures. The Company has not received nor made any public takeover offers.

B. Business Overview

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. 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.

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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 against our Company by Commonwealth Oil & Gas Company Limited (“Commonwealth”) materially prejudiced our Company’s opportunity to extend the MOU. 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 MOU expired on December 7, 2006.

In August, 2007, we completed a private placement of 4,000,000 units at $0.25 per unit which raised proceeds of $1,000,000. These proceeds have been sufficient to fund our ongoing operations. These proceeds should also be sufficient to pay our general and administrative expenses through 2015. We will continue to conserve our cash reserves through 2015.

On February 10, 2010, Eurasia, Commonwealth, Arawak Energy Limited (“Arawak”) and Nicholas W. Baxter (“Baxter”) signed a participation agreement (the “Participation Agreement”) which brought final resolution to the litigation proceedings among Eurasia, Baxter, Arawak and Commonwealth which had been ongoing since 2006. The Participation Agreement sought to establish the terms upon which the parties would co-operate with each other to identify and seek to obtain a direct or indirect interest in an upstream oil and gas project in the Azerbaijan Republic. As prescribed under the Participation Agreement, Eurasia was reimbursed by Commonwealth for 51% of Eurasia’s agreed third party costs incurred to date in connection with its attempts to obtain an upstream oil and gas project in the Azerbaijan Republic.

As at the end of the fiscal year ended December 31, 2012, Eurasia management was of the view that Eurasia had exhausted all available avenues for advancing its interest in the Alyat Deniz project in Azerbaijan. Since first identifying the Alyat Deniz Project, Eurasia has faced competition on various fronts from more advanced and well financed companies vying to establish or expand their oil and gas holdings in the region. Despite our management team’s experience and past success in Azerbaijan and the inclusion of experienced and well financed participating partners, we have not attained our goal and our company does not consider it prudent to continue to compete for this project. Management will continue to assess its oil and gas industry contacts with a view to potentially sourcing a new project which will benefit from the inclusion of Eurasia as a publicly traded investment platform.

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 operations through 2015. Our current management team will satisfy our requirements for the next 24 months. Our President and C.E.O., Mr. Nicholas W. Baxter, currently works part time on our Company's affairs on an “as needed” basis. Our C.F.O., Mr. Graham Crabtree, spends approximately 10 hours per month on our Company's affairs.

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

Our executive offices are located at 294 Heywood House, Anguilla, British West Indies. Our telephone number is (264) 497-6468.

C. Organizational Structure

The Company is not part of a corporate group. The Company has no subsidiaries and no corporate controlling shareholder.

D. Property, Plant and Equipment

The Company has no material tangible fixed assets at this time.

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Item 4A. UNRESOLVED STAFF COMMENTS

Not applicable

Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion is management’s explanation of factors that have affected the Company’s financial condition and results of operations for the historical periods covered by the financial statements, and management’s assessment of factors and trends which are anticipated to have material effect on the Company’s financial condition and results of operations in future periods.

A. Operating Results

The following discussion and analysis of the Company’s financial condition and results of operations for the fiscal years ended December 31, 2014, 2013 and 2012 should be read in conjunction with the Company’s financial statements and related notes included in this annual report in accordance with “Item 8 – Financial Information”. The Company’s financial statements included in this annual report were prepared in accordance with United States Generally Accepted Accounting Principles.

All statements other than statements of historical facts included in this Report and located elsewhere herein regarding industry prospects and the Company's financial position are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company's expectations ("Cautionary Statements") are disclosed in this Report, including, without limitation, in conjunction with the forward-looking statements included in this Report under "Risk Factors." All subsequent written and oral forward-looking statements attributed to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statement.

	For the Years Ended December 31
	2012	2013	2014
REVENUE:
Sales	-	-	-
Gross Profit:	-	-	-
EXPENSES:
General & Administration fees Travel Consulting Director/Management Fees	$45,874 $27,177 $16,580 $15,000	$34,031 $3,731 $0 $0	$32,063 $643 $0 $0
Loss before other items:	$(104,631)	$(37,762)	$(32,706)
Other Items:
Other Income	$5,000	$0	$0
Net income/(loss) for the year:	$(99,631)	$(37,762)	$(32,706)

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Revenue and Other Income

We do not expect any revenues for the foreseeable future.

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Operating Expenses

The Company’s operating expenses for the year ended December 31, 2014 were $32,706 compared to $37,762 for the year ended December 31, 2013.

The Company’s general and administrative expenses for the year ended December 31, 2014 were $32,063 compared to $34,031 for the year ended December 31, 2013.

Net Income

The Company’s net loss for the year ended December 31, 2014 was $32,706 compared to a net loss of $37,762 for the year ended December 31, 2013.

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

Revenue and Other Income

We do not expect any revenues for the foreseeable future.

Operating Expenses

The Company’s operating expenses for the year ended December 31, 2013 were $37,762 compared to $104,631 for the year ended December 31, 2012. The significant decrease in the current year was primarily due to abandonment of our project in Azerbaijan.

The Company’s general and administrative expenses for the year ended December 31, 2013 were $25,615 compared to $26,928 for the year ended December 31, 2012. This decrease in general and administrative expenses of $1,313 for the year ended December 31, 2013 was primarily due to reduced operational costs in Baku, Azerbaijan as management of the Company remained unable to generate positive progress on the Company’s Exploration, Rehabilitation, Development and Production Sharing Agreement (“ERDPSA”).

The Company’s directors’ and management fees for the year ended December 31, 2013 were $nil compared to $15,000 for the year ended December 31, 2012. This decrease in directors’ and officers’ fees for the year ended December 31, 2013 was primarily due to the re-arrangement of executive compensation for the Company’s independent director.

Net Income

The Company’s net loss for the year ended December 31, 2013 was $37,762 compared to a net loss of $99,631 for the year ended December 31, 2012. The higher loss for 2012 was attributable to the re-establishment of executive compensation for the Company’s C.E.O. and C.F.O. that was not continued in 2013.

B. Liquidity and Capital Resources

As at December 31, 2014, the Company had cash in the amount of $74,634.

The Company estimates its operating costs for the next 12 months will include $2,000 for travel and $30,000 for office, administrative and business development. There is no assurance that the Company will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to the Company.

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Failure to obtain additional funding will result in delay or indefinite postponement of our oil and gas development and exploration activities. Any funds raised by the Company through the issuance of equity or convertible debt securities will cause the Company's current stockholders to experience dilution. Such securities may grant rights, preferences or privileges senior to those of the Company's common stockholders.

There is no assurance that the Company will earn revenue, operate profitably or provide a return on investment to its security holders.

To date, all funding for the Company’s business and ongoing operations has come from common share issuances. The Company is facing challenging equity market conditions and general uncertainty with respect to its operations and ability to continue as a going concern as a result of its failure in securing a long term oil and gas project. These conditions make it extremely difficult for the Company to access additional equity or debt financing. Accordingly, the Company is preserving its current cash reserves, so it did not pay salaries in cash in 2014.

It is the Company’s opinion that it has sufficient working capital to meet its requirements for the next 12 months. The Company’s officers and manager took no cash or stock compensation from the Company in 2014.

As of the date of this Form 20-F Annual Report, the Company had 34,548,368 issued and outstanding common shares.

C. Research and Development, Patents and Licenses, Etc.

The Company has not developed a research and development policy. The Company holds no patents or licenses including technology licenses.

D. Trend Information

The Company is not yet generating revenue from sales. The Company is in its exploration stage and has not established oil and gas production, sales or inventory trends.

E. Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

F. Tabular Disclosure of Contractual Obligations

The Company currently has no contractual obligations in the nature of long term debt obligations, capital finance lease obligations, operating lease obligations or purchase obligations.

G. Safe Harbor

Not applicable.

Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Name	Position	Other Reporting Companies In Canada or the United States
Name	Position	Company	Position
Nicholas W. Baxter	President, Chief Executive Officer and Director	Lexaria Corp. (CNSX and OTC-QB) Jericho Oil Corporation (TSX-V)	Director Director
Gerald R. Tuskey	Director	Opal Energy Corp. (TSX-V) CellStop Systems Inc. (NEX) Jericho Oil Corporation (TSX-V)	Director Director Director
Roger Thomas	Director	N/A	N/A
Graham Crabtree	Chief Financial Officer	N/A	N/A

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The following sets out the principal occupations and related experience for the directors and senior officers of the Company over the past five years. None of the Company’s officers or directors are related by blood or marriage. There is no arrangement or understanding among major shareholders, customers or suppliers of the Company pursuant to which any officer or director of our Company was selected to that position.

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 25 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 left Resource Technology plc and established his own company in 1985 as a co-founder of Addison & Baxter Limited. Addison & Baxter Limited was a private geophysical/geological sales and services company which was acquired by A&B Geoscience Corporation in 1992. Mr. Baxter was Chief Operating Officer and a director of A&B Geoscience Corporation from 1992 to 2002. 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. Mr. Baxter worked as an independent upstream oil and gas consultant from 2002 to 2004 before joining our Company.

Gerald R. Tuskey has served as our Director since October 20, 2003. Mr. Tuskey also served as our Chief Financial Officer from October 20, 2003 to August 31, 2008. For the past 22 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 29 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 A&B Geoscience Corporation. 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. This appointment ended in August, 2003. Mr. Thomas retired from the Diplomatic Service in 2003 and now lives in London where he works as a consultant. He is a senior analyst with MEC, a London based company dealing in world energy and Middle East political affairs, where he specializes on the situation in the Caucasus and Caspian region. He is also a partner in Cley Energy Consultants which focused on the future management of Iraq’s oil reserves until it became too dangerous to continue. These positions are in addition to his directorship of Eurasia Energy Limited. He speaks German, French, Turkish and Azerbaijani.

Graham Crabtree has served as Chief Financial Officer since September 1, 2008. Mr. Crabtree received an HND in Business Studies from Liverpool Polytechnic (now Liverpool John Moores University) and became a Fellow of the Association of Chartered and Certified Accountants (FCCA) after studying at Manchester Polytechnic (now Manchester Metropolitan University). Mr. Crabtree operates an Anguilla based accounting and tax consultancy business serving clients in the nearby islands of the former Netherlands, Antilles. Mr. Crabtree has been involved in the financial service industry since the early 1990’s being a founding member of the Anguilla Financial Services Association of which he is a former President, Secretary, Ethics Chairman and Treasurer. Mr. Crabtree is also the Treasurer of the Anguilla Branch of the Society of Trust and Estate Practitioners. In 1999, Mr. Crabtree resigned his membership from the Association of Chartered and Certified Accountants as a member in good standing. Mr. Crabtree continues to maintain a keen interest in developments in the world of accounting and finance. Mr. Crabtree has a wide range of experience in the financial services industry and has served as an officer and director of both private and publicly traded companies.

B. Compensation

There are presently two Executive Officers of the Company, President and Chief Executive Officer, Mr. Nicholas W. Baxter and Chief Financial Officer, Mr. Graham Crabtree. “Executive Officer” means the President, any Vice-President in charge of a principal business unit such as sales, finance or production and any officer of the Company or a subsidiary who performs a policy-making function for the Company whether or not that person is also a director of the Company or the subsidiary, and the Chairman and any Vice-Chairman of the board of directors of the Company if that person performs the functions of that office on a full-time basis.

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Set out below is a summary of compensation paid during the Company’s most recently completed financial year to the Company’s Executive Officers:

Name and Principal Position	Year	Annual Compensation			Long-term
Name and Principal Position	Year	Fees $	Bonus $	Other Annual Compensation $	Restricted Stock Award $	Securities Underlying Options / SARs #	All Other Compensation $
Nicholas W. Baxter President, C.E.O. and Director	2014	$Nil	$0	$0	$0	1,000,000 (1)	$0
Graham Crabtree C.F.O.	2014	$Nil	$0	$0	$0	125,000 (2)	$0

(1)	On April 2, 2012, Mr. Baxter was granted 1,000,000 incentive stock options at an exercise price of $0.05 for a period of five years.

(2)	On April 2, 2012, Mr. Crabtree was granted 125,000 incentive stock options at an exercise price of $0.05 for a period of five years.

Options and Stock Appreciate Rights (SARs)

During the year ended December 31, 2014, the Company did not grant any stock options.

Compensation of Directors

The Company has one independent director, Mr. Roger Thomas. We define an “independent director” as one who does not serve as an officer or consultant or in any other capacity with our Company. No director’s fees were paid in 2014.

The Company has no other arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year.

Long Term Incentive Plan (LTIP) Awards

The Company has no LTIP awards authorized or issued.

C. Board Practices

The board of directors of the Company is currently comprised of Nicholas W. Baxter, Gerald R. Tuskey and Roger Thomas. Each director of the Company is elected and holds office until his successor takes office or until his earlier death, resignation or removal. The board of directors currently has established no committees other than the audit committee. The members of the Company’s audit committee are Nicholas Baxter, Gerald R. Tuskey and Roger Thomas. There are no directors’ service contracts with the Company providing for benefits upon termination of employment.

D. Employees

As of December 31, 2014, the Company had no employees.

E. Share Ownership

The following table lists as of April 29, 2015, the share ownership of all of the Company’s directors and members of its administrative, supervisory and management bodies. The Company has only one class of shares issued and outstanding being, common shares, with a par value of $0.001, and all of the common shares have the same voting rights. The Company has 5,050,000 stock options outstanding. None of the persons named in the following table hold any warrants to purchase shares of the Company.

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Name and Position	Number of Shares Held	Percentage of Shares Held (%) (1)
Nicholas W. Baxter	7,573,364 common shares 2,000,000 stock options (2)	21.9%
Gerald R. Tuskey	3,500,000 common shares 2,000,000 stock options (3)	10.1%
Roger Thomas	Nil 300,000 stock options (4)	0%
Graham Crabtree	6,788,333 common shares 125,000 stock options (5)	19.6%

(1)

The percentage ownership positions are based on 34,548,368 shares outstanding as of April 29, 2015.

(2)

1,000,000 stock options at an exercise price of $0.05 expiring on June 1, 2016 and 1,000,000 stock options at an exercise price of $0.05 expiring on April 2, 2017.

(3)

1,000,000 stock options at an exercise price of $0.05 expiring on June 1, 2016 and 1,000,000 stock options at an exercise price of $0.05 expiring on April 2, 2017.

(4)

150,000 stock options at an exercise price of $0.05 expire on June 1, 2016 and 150,000 stock options at an exercise price of $0.05 expiring on April 2, 2017.

(5)

125,000 stock options at an exercise price of $0.05 expire on April 2, 2017.

Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The Company is a publicly traded corporation, the shares of which are owned by Canadian residents, U.S. residents and residents of other countries. As of April 29, 2015, the following parties had ownership of 5% or greater of the Company’s common shares, all of which have the same voting rights attached thereto as all other common shares of the Company.

Name	Number of Common Shares Held	Percentage of Common Shares Held
Nicholas W. Baxter Aberdeenshire, Scotland	7,573,364	21.9%
Graham Crabtree Anguilla, B.W.I.	6,788,333	19.6%
Gerald R. Tuskey Vancouver, B.C., Canada	3,500,000	10.1%

As of April 29, 2015, the Company had approximately 290 shareholders holding 34,548,368 shares.

Other than as disclosed above, the Company is not aware of any other company, any foreign government or any other person, jointly or severally, that directly or indirectly controls the Company. The Company is not aware of any arrangements, the operation of which may at a future date result in a change of control of the Company.

B. Related Party Transactions

During the year ended December 31, 2014, the Company entered into the following related party transactions:

(a)	Corporate and administrative service charges of $9,455 to a law firm of which a director of the Company is the owner;

(b)	Director fees of $Nil to a director of the Company; and

(c)	Management fees of $Nil to the officers of the Company.

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C. Interests of Experts and Counsel

Not applicable

Item 8. FINANCIAL INFORMATION

A. Financial Statements and Other Financial Information

Financial Statements filed as part of this annual report under item 18:

Financial Statements of Eurasia Energy Limited for the year ended December 31, 2014

Report of Independent Registered Public Accounting Firm of Peterson Sullivan LLP dated April 29, 2015

Balance Sheets as of December 31, 2014 and 2013

Statements of Operations for the years ended December 31, 2014, 2013 and 2012, and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2014

Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2014, 2013 and 2012 and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2014

Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2014

Notes to Financial Statements

B. Significant Changes

Since the date of the audited financial statements for the period ended December 31, 2014, there have been no significant changes in the Company’s operations.

Item 9. THE OFFER AND LISTING

A. Offer and Listing Details

Our common shares were quoted for trading on the OTC Bulletin Board on December 2, 2004 under the symbol "PALV". Effective on January 12, 2006, the Company changed its name to “Eurasia Energy Limited” and changed its ticker symbol to “EUEN”. The Company completed a continuation of its jurisdiction from Nevada to Anguilla, B.W.I. on December 31, 2007. Effective on January 22, 2008, the Company’s shares began trading on the OTC-BB under the modified symbol “EUENF” which denotes Eurasia is now a foreign issuer. The Company’s shares now trade on the OTC-QB. The following quotations obtained from Stockwatch and/or Quotemedia reflect the highs and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

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

(a)	Five most recent full financial years (January 1, 2010 to December 31, 2014) – annual high and low prices:

National Association of Securities Dealers OTC Bulletin Board
Year Ended:	High (Bid)	Low (Ask)
December 31, 2014	$1.00	$0.0035
December 31, 2013	$0.099	$0.0013
December 31, 2012	$0.045	$0.0011
December 31, 2011	$0.20	$0.0022
December 31, 2010	$0.27	$0.008

(b)	Two most recent full financial years and subsequent period (January 1, 2013 to April 17, 2015) – high and low for each quarter:

National Association of Securities Dealers OTC Bulletin Board
Quarter Ended:	High (Bid)	Low (Ask)
April 1, 2015 to April 17, 2015	N/A	N/A
March 31, 2015	$0.0038	$0.0035
December 31, 2014	$0.058	$0.0035
September 30, 2014	$0.009	$0.0065
June 30, 2014	$0.0045	$0.08
March 31, 2014	$1.00	$0.0095
December 31, 2013	$0.045	$0.016
September 30, 2013	$0.099	$0.001
June 30, 2013	$0.0022	$0.0066
March 31, 2013	$0.05	$0.0013

National Association of Securities Dealers OTC Bulletin Board
Month Ended	High (Bid)	Low (Ask)
April 1 to April 17, 2015	N/A	N/A
March, 2015	N/A	N/A
February, 2015	$0.0038	$0.0035
January, 2015	N/A	N/A
December, 2014	$0.0038	$0.0038
November, 2014	$0.0124	$0.0035

Our common shares are issued in registered form. Nevada Agency & Transfer Company Limited, Suite 880, 50 West Liberty Street, Reno, Nevada, 89501 USA, (Telephone: 775-322-0626; Facsimile: 775-322-5623) is the registrar and transfer agent for our common shares. On April 29, 2015, there were approximately 290 shareholders of our common shares and 34,548,368 shares outstanding.

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B. Plan of Distribution

Not applicable.

C. Markets

The common shares of the Company are quoted on FINRA’s OTC-QB under the symbol “EUENF”.

The Company’s common stock is subject to the regulations on penny stocks; consequently, the market liquidity for the common stock may be adversely affected by such regulations limiting the ability of broker/dealers to sell the Company’s common stock and the ability of shareholders to sell their securities in the secondary market in the United States.

Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose sales practice and disclosure requirements on certain broker-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. The additional sales practice and disclosure requirements imposed upon broker-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.

Nevada Agency & Transfer Company, located at Suite 880, 50 West Liberty Street, Reno, Nevada 89501, is the registrar and transfer agent for the Company’s common shares.

D. Selling Shareholders

Not applicable

E. Dilution

Not applicable

F. Expenses of the Issue

Not applicable.

Item 10. ADDITIONAL INFORMATION

A. Share Capital

The Company has an authorized share capital of 100,000,000 common shares with a par value of $0.001 per share. The Company currently has 34,548,368 common shares issued and outstanding as fully paid and non assessable.

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B. Memorandum and Articles of Association

Previously filed with the Securities and Exchange Commission on the Company’s Form S-4 Registration Statement filed on July 23, 2007.

C. Material Contracts

The Company has not yet entered into any material contracts.

D. Exchange Controls

There are no foreign exchange controls in B.W.I. and funds can be moved easily. There is no restriction in this regard.

E. Taxation

International Business Companies established in Anguilla, B.W.I. are exempt from the payment of Income Tax and Stamp Duty.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

The documents concerning the Company which are referred to in this Form 20-F Annual Report are either annexed hereto as exhibits (see Item 19) or may be inspected at the principal offices of the Company.

I. Subsidiary Information

The Company has no subsidiaries.

Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our Company does not engage in market activities or invest in financial instruments which give rise to market risk for the Company’s financial resources. Our current assets are maintained in cash in U.S. dollars. Unallocated excess working capital has from time to time been invested in short term guaranteed investment certificates.

Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depository Shares

Not applicable.

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PART II

Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

Item 15. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, being December 31, 2014, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer and chief financial officer. Based upon that evaluation, our president and chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2014 because we identified material weaknesses in our internal control over financial reporting as described below. There have been no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have affected, or are reasonably likely to affect our internal controls over financial reporting.

During the period January 1, 2014 to December 31, 2014, our Company’s financial resources were managed directly by our director in Vancouver, British Columbia and reviewed by our C.F.O. in Anguilla, B.W.I. Our director was the only signatory on our one account. All of our financial transactions were initiated by our director, were entered and checked by his executive assistant and were reviewed by our C.F.O. on a quarterly basis. Our Company is relatively inactive and processes a small number of checks and other financial transactions each month. Despite the fact that all financial transactions are processed by our director, reviewed quarterly by our C.F.O. and confirmed by an executive assistant, there are not enough independent employees or members of management to provide third party oversight and review of our director’s and C.F.O.’s activities. For the foreseeable future, our Company will be relatively inactive and will continue to process a relatively small number of financial transactions on a monthly and annual basis. The number of individuals available to provide management oversight and reviews will be few and accordingly, we expect to have material weaknesses in our disclosure controls and procedures until at least the completion of our 2015 fiscal year end on December 31, 2015.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, and for evaluating the effectiveness of internal control over financial reporting as of December 31, 2014. Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States Generally Accepted Accounting Principles (“US GAAP”). Our system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP; and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management which includes our president and chief executive officer and chief financial officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2014 based upon criteria in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on such evaluation, management determined that our internal control over financial reporting was not effective as of December 31, 2014 because the following material weaknesses in internal control over financial reporting existed as of December 31, 2014:

Our Company is managed by a small number of individuals working out of offices in Aberdeenshire, Scotland, Vancouver, British Columbia and Anguilla, B.W.I. We do not employ enough independent employees or members of management to provide third party oversight in review of our financial transactions on an ongoing basis. Our directors and C.F.O. are solely responsible for initiating, reviewing and recording of financial transactions. Electronic and physical records of all of our Company’s financial transactions are maintained by our Vancouver office but they are not subject to third party review.

Our Company maintains a board of directors consisting of only three members. This small board of directors is inadequate for providing independent oversight of our management team and does not allow us to staff important board of director committees such as an independent audit committee. Given that our Company was facing material litigation, it was impossible to attract additional qualified members for our board of directors. Although this litigation is now resolved, this is still a material weakness in our internal control over financial reporting. Additionally, to date, we do not have a designated financial expert and we do not have an established whistleblower program. These are also material weaknesses in our internal control over financial reporting.

This Form 20-F Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Form 20-F Annual Report.

(d) Changes in internal control over financing reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The Company does not have an audit committee financial expert serving on its audit committee. Each of the Company’s directors serving on the audit committee is financially literate and is able to professionally discharge the duties incumbent upon audit committee members. However, none of the audit committee members are “financial experts”. At such time as the Company may secure a project and is able to raise the significant funds necessary to exploit the opportunity, the Company will make a concerted effort to identify and appoint a financial expert to its audit committee.

Item 16B. CODE OF ETHICS

On January 1, 2007, the Board of Directors of the Company (the “Board”) adopted a new Code of Business Conduct and Ethics (the “Code”), which applies to the Company’s directors, officers and employees. The Code was adopted to further strengthen the Company’s internal compliance program. The Code addresses among other things, honesty and integrity, fair dealing, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and administration of the code.

Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the period ended December 31, 2014, the aggregate fees to Peterson Sullivan LLP for professional services rendered for the audit of our annual financial statements included in our Form 20-F Annual Report were $11,000. For the period ended December 31, 2013, the aggregate fees to Peterson Sullivan LLP for professional services rendered for the audit of our annual financial statements included in our Form 20-F Annual Report were $11,000.

Audit Related Fees

For the periods ended December 31, 2014 and 2013, the aggregate fees billed for assurance and related services by Peterson Sullivan LLP relating to the performance of the audit of our financial statements which are not reported under the caption "Audit Fees" above, was $0.00.

Tax Fees

For the periods ended December 31, 2014 and 2013, the aggregate fees to Peterson Sullivan LLP for other non-audit professional services, other than those services listed above, was $0.00. For the periods ended December 31, 2014 and 2013, the aggregate fees paid to Peterson Sullivan LLP for tax compliance professional services, other than those services listed above, was $0.00.

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

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

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

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

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

Item 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

Item 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

Item 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

Item 16G.

CORPORATE GOVERNANCE

General

Corporate governance refers to the policies and structure of the board of directors of a company whose members are elected by and are accountable to the shareholders of the Company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board of the Company is committed to sound corporate governance practices, as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Company’s Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The independent member of the Board of the Company is:

Roger Thomas

The non-independent members of the Board of the Company are:

Nicholas W. Baxter, President and Chief Executive Officer

Gerald R. Tuskey

A majority of our directors are not independent directors.

Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing cash flow, identifying new exploration prospects, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions. Through its audit committee, the Board examines the effectiveness of the Company’s internal control processes and management information systems.

- 23 -

Directorships

The following table is a list of directorships in other reporting issuers held by the directors of the Company:

Name	Name of Reporting Issuers
Gerald R. Tuskey	CellStop Systems Inc. Opal Energy Corp. Jericho Oil Corporation
Nicholas W. Baxter	Lexaria Corp. Jericho Oil Corporation

Orientation and Continuing Education

When new directors are appointed, they receive an orientation, commensurate with their previous experience, on the Company’s properties, business, technology and industry and on the responsibilities of directors.

Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

Ethical Business Conduct

The Board is of the view that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law are sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board reviews its size each year. It considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

Compensation

The Board does not have a compensation committee.

Other Board Committees

The Board has no other committees.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees. The Board has frequent communications with management and other board members, and is regularly consulted on important Company decisions. In this context, the Board periodically reviews the performance of the Board as a whole, any standing committees it has appointed, and individual directors, to ensure each is performing effectively.

Item 16H.

MINE SAFETY DISCLOSURE

Not applicable.

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PART III

Item 17. FINANCIAL STATEMENTS

The Company has elected to report under Item 18.

Item 18. FINANCIAL STATEMENTS

The Company’s financial statements have been prepared on the basis of US GAAP. Copies of the financial statements specified in Regulation 228.210 (Item 310) are filed with this Form 20-F Annual Report.

Index to Financial Statements

Financial Statements of Eurasia Energy Limited for the year ended December 31, 2014

Report of Independent Registered Public Accounting Firm of Peterson Sullivan LLP dated April 29, 2015

Balance Sheets as of December 31, 2014 and 2013

Statements of Operations for the years ended December 31, 2014, 2013 and 2012, and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2014

Statements of Stockholders’ Equity (Deficit) for the year ended December 31, 2014 and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2014

Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 and for the period from November 28, 2005 (the effective date of the exploration stage) through December 31, 2014

Notes to Financial Statements

- 25 -

Item 19. EXHIBITS

Copies of the following documents are filed with this Form 20-F Annual Report as exhibits:

Index of Exhibits

1.1	Articles of Incorporation and amendments thereto, as filed with the Registrant’s Form 10-SB on February 27, 2004, incorporated herein by reference.

1.2	Bylaws as filed with the Registrant’s Form 10-SB on February 27, 2004, incorporated herein by reference.

1.3	Certificate of Amendment to Articles of Incorporation filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.

1.4	Articles of Continuance filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.

1.5 Bylaws filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.

2.1	Dissent and Appraisal Rights of the Nevada Revised Statutes filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.

2.2	Form of Dissenter’s Appraisal Notice filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.

2.3	Plan of Conversion dated November 1, 2006, as filed with the Registrant’s Form S-4 on July 23, 2007, incorporated herein by reference.

4.3 Form S-4 Registration Statement filed on July 23, 2007, incorporated herein by reference.

11.1	Code of Ethics filed with the Registrant’s Form 10-KSB on March 30, 2007, incorporated herein by reference.

12.1	Section 302 Certification of CEO

12.2	Section 302 Certification of CFO

13.1	Section 906 Certification of CEO

13.2	Section 906 Certification of CFO

15.1	Consent of Peterson Sullivan, LLP

- 26 -

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

	EURASIA ENERGY LIMITED

Dated: April 29, 2015	Per:
		/s/ Nicholas W. Baxter
		Nicholas W. Baxter,
		President and Chief Executive Officer

	Per:
		/s/ Graham Crabtree
		Graham Crabtree,
		Chief Financial Officer

- 27 -

EURASIA ENERGY LIMITED

(An exploration stage company)

Financial Statements

(Expressed in U.S. Dollars)

December 31, 2014 and 2013

Index

Balance Sheets			F-3

Statements of Operations			F-4

Statements of Stockholders’ Equity (Deficit)			F-5

Statements of Cash Flows			F-6

Notes to Financial Statements			F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Eurasia Energy Limited

We have audited the accompanying balance sheets of Eurasia Energy Limited (an exploration stage company) ("the Company") as of December 31, 2014 and 2013, and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2014, and for the period from November 28, 2005 (the effective date of the exploration stage), to December 31, 2014. 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 audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit 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 (an exploration stage company) as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2014, and for the period from November 28, 2005 (the effective date of the exploration stage) to December 31, 2014, 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, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are 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 LLP

Seattle, Washington

April 29, 2015

601 Union Street

Suite 2300

Seattle, WA 98101

(206) 382-7777 MAIN

(206) 382-7700 FAX

pscpa.com

F-2

EURASIA ENERGY LIMITED
(an exploration stage company)

BALANCE SHEETS
December 31, 2014 and 2013

(Expressed in U.S. Dollars)	2014			2013

ASSETS
Current assets
Cash	$	74,634		$	107,190
Prepaid expenses		875			875
Total current assets	$	75,509		$	108,065

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable and accrued expenses	$	3,550		$	3,400
Total current liabilities		3,550			3,400

Stockholders' equity (deficit) (Note 6)
Common stock, par value $0.001, authorized 100,000,000 shares; issued and outstanding shares (December 31, 2014: 34,548,368; December 31, 2013: 34,548,368)		34,548			34,548
Additional paid-in capital		7,104,130			7,104,130
Accumulated deficit		(9,066	)		(9,066	)
Deficit accumulated during the exploration stage		(7,057,653	)		(7,024,947	)

Total stockholders' equity		71,959			104,665

Total liabilities and stockholders' equity	$	75,509		$	108,065

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

F-3

EURASIA ENERGY LIMITED
(an exploration stage company)

STATEMENTS OF OPERATIONS
For the years ended December 31, 2014, 2013 and 2012, and for the period from
November 28, 2005 (the effective date of the exploration stage) through December 31, 2014

										Cumulative
										During the
										Exploration
(Expressed in U.S. Dollars)	2014			2013			2012			Stage

Revenue	$	-		$	-		$	-		$	-

Expenses
Consulting Fees		-			-			16,580			302,757
Data acquisition cost		-			-			-			19,300
Director and management fees - related party		-			-			15,000			879,583
General and administrative		22,608			25,615			26,928			700,107
General and administrative - related party (Note 7)		9,455			8,416			11,296			115,262
General and administrative - stock-based compensation		-			-			7,650			4,325,999
Litigation expenses		-			-			-			711,444
Travel		643			3,731			27,177			331,205
		32,706			37,762			104,631			7,385,657

Operating Loss		(32,706	)		(37,762	)		(104,631	)		(7,385,657	)

Other income and expenses
Other income		-			-			5,000			275,000
Interest income		-			-			-			53,004

Net loss	$	(32,706	)	$	(37,762	)	$	(99,631	)	$	(7,057,653	)

Net loss per common share (Note 5)
-basic and fully diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of common (Note 5)
shares outstanding -basic and fully diluted		34,548,368			34,548,368			32,010,663

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

F-4

												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										-			(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		-			-		-			-			(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

Common stock issued for cash, August 2007		4,000,000			4,000		596,000			-			-			600,000

Warrants issued with common stock		-			-		400,000			-			-			400,000

Stock-based compensation expense		-			-		472,009			-			-			472,009

Net loss		-			-		-			-			(1,372,674	)		(1,372,674	)

Balance, December 31, 2007		24,315,135			24,315		6,097,718			(9,066	)		(5,485,284	)		627,683

Cancellation of shares by exercise of dissent rights		(100	)		-		(45	)		-			-			(45	)

Stock-based compensation expense		-			-		98,869			-			-			98,869

Net loss		-			-		-			-			(496,794	)		(496,794	)

Balance, December 31, 2008		24,315,035		$	24,315	$	6,196,542		$	(9,066	)	$	(5,982,078	)	$	229,713

Stock-based compensation expense		-			-		42,075			-			-			42,075

Net loss		-			-		-			-			(516,827	)		(516,827	)

Balance, December 31, 2009		24,315,035		$	24,315	$	6,238,617		$	(9,066	)	$	(6,498,905	)	$	(245,039	)

Issuance of shares for debt settlement		1,633,333			1,633		406,700			-			-			408,333

Stock-based compensation expense		-			-		19,800			-			-			19,800

Net income		-			-		-			-			137,720			137,720

Balance, December 31, 2010		25,948,368		$	25,948	$	6,665,117		$	(9,066	)	$	(6,361,185	)	$	320,814

Stock-based compensation expense		-			-		9,963			-			-			9,963

Net loss		-			-		-			-			(526,369	)		(526,369	)

Balance, December 31, 2011		25,948,368		$	25,948	$	6,675,080		$	(9,066	)	$	(6,887,554	)	$	(195,592	)

Issuance of shares for debt settlement		8,600,000			8,600		421,400			-			-			430,000

Stock-based compensation expense		-			-		7,650			-			-			7,650

Net loss		-			-		-			-			(99,631	)		(99,631	)

Balance, December 31, 2012		34,548,368		$	34,548	$	7,104,130		$	(9,066	)	$	(6,987,185	)	$	142,427

Net loss		-			-		-			-			(37,762	)		(37,762	)

Balance, December 31, 2013		34,548,368		$	34,548	$	7,104,130		$	(9,066	)	$	(7,024,947	)	$	104,665

Net loss		-			-		-			-			(32,706	)		(32,706	)

Balance, December 31, 2014		34,548,368		$	34,548	$	7,104,130		$	(9,066	)	$	(7,057,653	)	$	71,959

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

F-5

EURASIA ENERGY LIMITED
(an exploration stage company)

STATEMENTS OF CASH FLOWS
For the years ended December 31, 2014, 2013 and 2012, and for the period from
November 28, 2005 (the effective date of the exploration stage) through December 31, 2014

										Cumulative
										During the
										Exploration
(Expressed in U.S. Dollars)	2014			2013			2012			Stage

Cash flows used in operating activities
Net loss	$	(32,706	)	$	(37,762	)	$	(99,631	)	$	(7,057,653	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities
General and administrative - stock-based compensation		-			-			7,650			4,325,999
Gain on disposal of vehicle		-			-			(5,000	)		(5,000	)
Depreciation		-			-			-			76,540
Change in operating assets and liabilities
Accounts receivable, related party		-			-			-			5,000
Prepaid expenses		-			-			15,281			(875	)
Accounts payable and accrued expenses		150			100			(1,111	)		2,950
Accounts payable and accrued expenses - related party		-			(3,846	)		(1,930	)		838,333
Net cash provided by (used in) operating activities		(32,556	)		(41,508	)		(84,741	)		(1,814,706	)

Cash flows provided by (used in) investing activities
Proceeds on disposal of vehicle		-			-			5,000			5,000
Fixed assets addition		-			-			-			(76,540	)
Cash provided by (used in) investing activities		-			-			5,000			(71,540	)

Cash flows from financing activities
Proceeds from issuance of common stock and warrants		-			-			-			1,749,955
Cash provided by financing activities		-			-			-			1,749,955

Increase (decrease) in cash		(32,556	)		(41,508	)		(79,741	)		(136,291	)

Cash, beginning of period		107,190			148,698			228,439			210,925

Cash, end of period	$	74,634		$	107,190			148,698		$	74,634

Non-Cash Financing Transaction:

Stock issued for accounts payable and debt settlement	$	-		$	-			430,000		$	838,333

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

F-6

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2014

Note 1 - Organization

Eurasia Energy Limited ("the Company") is currently inactive. The Company's principal business is to explore investment and/or involvement opportunities in both the resource and non-resource sectors and is currently evaluating suitable targets. To date, the Company has not generated revenues from operations.

Note 2 - Going Concern Uncertainties

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the 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 sheets 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 $7,057,653 from the effective date of the exploration stage (November 28, 2005) to December 31, 2014. 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.

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.

(b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

F-7

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2014

Note 3 - Significant Accounting Policies – Continued

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company occasionally has cash deposits in excess of insured limits.

(d) Income Taxes

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.

A tax position is a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. The amount recognized is the largest benefit that the Company believes has a greater than 50% likelihood of being realized upon settlement.

The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties, if any, are recorded as a component of income taxes. No liability has been recorded for uncertain tax positions, or related interest or penalties.

(e) Earnings (Loss) Per Share

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. Diluted earnings or loss per share is computed by dividing income (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) and dilutive common stock equivalents for the period.

(f) Stock-Based Compensation

The Company accounts for stock based compensation for all stock-based awards at fair value on the date of grant and recognizes compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes valuation model with the assumptions disclosed in the notes to financial statements.

(g) Foreign Currency Translation

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

F-8

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2014

Note 3 - Significant Accounting Policies – Continued

(g) Foreign Currency Translation - Continued

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.

(h) 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 judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. The carrying value of cash, accounts payable and accrued expenses approximates their fair value because of the short-term nature of these instruments. The Company places its cash with high credit quality financial institutions.

(i) 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.

Note 4 - Recent Accounting Pronouncements

(a) Recent accounting pronouncements adopted during the period:

(i) Foreign currency

On January 1, 2014, the Company adopted Accounting Standards Update (“ASU”) 2013-05, "Foreign Currency Matters (Topic 830); Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This guidance applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. Adoption of the accounting standard did not have any material impact on the financial statements.

F-9

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2014

Note 4 - Recent Accounting Pronouncements - Continued

(a) Recent accounting pronouncements adopted during the period - Continued:

(ii) Unrecognized tax benefits

On January 1, 2014, the Company adopted ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”, which provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 requires entities to present an unrecognized tax benefit as a reduction of a deferred tax asset for a NOL or tax credit carryforward whenever the NOL or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed. This accounting standard update requires entities to assess whether to net the unrecognized tax benefit with a deferred tax asset as of the reporting date. Adoption of the accounting standard did not have any material impact on the financial statements.

(iii) Liquidation Basis of Accounting

On January 1, 2014, the Company adopted ASU 2013-07, entitled “Liquidation Basis of Accounting”. With ASU 2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification Topic 205, entitled “Presentation of Financial Statements”. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related financial statement presentation requirements. Reporting entities are required to apply the requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. The adoption of ASU 2013-07 did not have a material effect on the Company’s operating results or financial position.

F-10

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2014

Note 4 - Recent Accounting Pronouncements - Continued

(b) Recent accounting pronouncements not yet adopted:

(i) Revenue from Contracts with Customers

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016 and interim periods within those periods. Early adoption is not permitted. The FASB has approved a one-year deferral of the effective date with the option to early adopt using the original effective date. Entities may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and footnote disclosures.

(ii) Development Stage Entities

In June 2014, the FASB issued ASU No. 2014-10, "Development Stage Entities", which intends to remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the update eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. ASU No. 2014-10 is effective for fiscal years and interim periods beginning after December 15, 2014, with early adoption permissible. The adoption of this update is expected to have a material impact on the presentation of the Company's financial statements in the period of adoption in that the Company will no longer be required to present inception-to-date information on the statements of operations, cash flows and changes in capital deficit.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

Note 5 - Earnings (Loss) per Share

Basic earnings or loss per share is based on the weighted average number of shares outstanding during the period of the financial statements. Diluted earnings or loss per share are based on the weighted average number of common shares outstanding and dilutive common stock equivalents. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value, when applicable.

F-11

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2014

Note 5 - Earnings (Loss) per Share - Continued

For the years ended December 31, 2014 and 2013, all loss per share amounts in the financial statements are basic loss per share. 5,050,000 (2013: 5,050,000) dilutive stock options for the year ended December 31, 2014 are not included in the computation of diluted loss per share because to do so would be anti-dilutive.

The computation of basic and diluted earnings (loss) per share as follows for years ended December 31, 2014, 2013 and 2012:

	Year ended December 31,
	2014			2013			2012


Numerator - net loss available to common stockholders	$	(32,706	)	$	(37,762	)	$	(99,631	)

Denominator - weighted average number of common shares outstanding		34,548,368			34,548,368			32,010,663

Dilutive common stock equivalents - stock options		-			-			-

Denominator - weighted average number of fully diluted common shares outstanding		34,548,368			34,548,368			32,010,663

Basic loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)

Diluted earnings (loss) per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)

Note 6 - Common Stock, Warrants and Options

(a) Common Stock

No common stock was issued during the years ended December 31, 2014 and 2013.

(b) Warrants

The Company did not have any outstanding share purchase warrants at December 31, 2014 and December 31, 2013.

During the years ended December 31, 2014 and 2013, the Company did not have any share purchase warrants issued, cancelled or exercised.

F-12

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2014

Note 6 - Common Stock, Warrants and Options

The Company allots 2,000,000 common shares for issuance under the 2007 Stock Option Plan. The stock options granted to any one optionee may not exceed 1,000,000 shares.

On June 1, 2011, the Board of Directors adopted the 2011 Stock Option Plan (the “2011 Plan”) which allocates 3,000,000 common shares for issuance under the 2011 Plan.

On June 1, 2011, the Company granted 2,500,000 stock options under its 2011 Plan to directors, officers, employees and consultants with an exercise price of $0.05 each, expiring on June 1, 2016. The options vested immediately. The fair value of the 2,500,000 options granted was estimated at $0.0025 each, for a total of amount of $6,250, by using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 666.60%, risk-free interest rates of 1.60%, and expected lives of 5.0 years.

On April 2, 2012, the Board of Directors adopted the 2012 Stock Option Plan (the “2012 Plan”) which allocates 3,000,000 common shares for issuance under the 2012 Plan.

On April 2, 2012, the Company granted 500,000 stock options under its 2011 Plan and 2,050,000 stock options under its 2012 Plan to directors, officers, employees and consultants with an exercise price of $0.05 each, expiring on April 2, 2017. The options vested immediately. The fair value of the 2,550,000 options granted was estimated at $0.0030 each, for a total of amount of $7,650, by using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 294.13%, risk-free interest rates of 1.03%, and expected lives of 5.0 years.

The movement of options is summarized as follows:

			Weighted
			average
	Number of options		exercise price

Balance, December 31, 2012, 2013 and 2014		5,050,000	$	0.05

During the years ended December 31, 2014, 2013 and 2012, the Company did not have any stock options issued, cancelled, or exercised.

F-13

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2014

Note 6 - Common Stock, Warrants and Options - Continued

The following table summarizes information about stock options outstanding at December 31, 2014 and December 31, 2013:

Number

Weighted

Number

Weighted

outstanding

average

exercisable

average

remaining

Average

exercise

December 31,

contractual

December 31,

intrinsic

price

2014

life (years)

2014

value

0.05

5,050,000

1.88

5,050,000

1.88

5,050,000

Number

Weighted

Number

Weighted

outstanding

average

exercisable

average

remaining

Average

exercise

December 31,

contractual

December 31,

intrinsic

price

2013

life (years)

2013

value

0.05

5,050,000

2.88

5,050,000

2.88

5,050,000

The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e. the difference between the Company’s closing stock price on the last trading day of the year ended December 31, 2014 and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on December 31, 2014. Total intrinsic value of options exercised was $nil (December 31, 2013: $nil) for the year ended December 31, 2014.

All the stock options were vested during the years ended December 31, 2014 and 2013.

The Company does not repurchase shares to fulfill the requirements of options that are exercised. Further, the Company issues new shares when options are exercised.

F-14

EURASIA ENERGY LIMITED

(an exploration stage company)

Notes to Financial Statements

(Expressed in U.S. Dollars)

December 31, 2014

Note 7 - Related Party Transactions

During the year ended December 31, 2014, the Company paid corporate and administrative service charges of $9,455 (2013: $8,416) to a law firm of which a director of the Company is the owner.

Note 8 - Income Tax

The Company was liable for taxes in United States until it completed its continuation from the State of Nevada, U.S.A. to Anguilla, British West Indies since December 31, 2007. There is no income tax imposed on companies by the government of Anguilla, British West Indies.

For the years ended December 31, 2014, 2013 and 2012, the Company did not have any income for tax purposes and therefore, no tax liability or expense has been recorded in these financial statements.

For U.S. tax reporting purpose, the Company has available net operating loss carryforwards of approximately $1,342,000 for tax purposes to offset future taxable income which expires commencing 2025 through the year 2027. 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 carryforwards is approximately $450,000 at December 31, 2014 and 2013. The Company has provided a full valuation allowance against the deferred tax asset.

F-15

EXHIBIT 12.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nicholas W. Baxter, certify that:

1.	I have reviewed this annual report on Form 20-F of Eurasia Energy Limited;

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

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

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

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

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

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

(d)

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

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

(a)

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

(b)

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

Date: April 29, 2015	By:	/s/ Nicholas W. Baxter
		Nicholas W. Baxter
		President and Chief Executive Officer

EXHIBIT 12.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Graham Crabtree, certify that:

1.	I have reviewed this annual report on Form 20-F of Eurasia Energy Limited;

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

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

(a)

(b)

(c)

(d)

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

(a)

(b)

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

Date: April 29, 2015	By:	/s/ Graham Crabtree
		Graham Crabtree
		Chief Financial Officer

EXHIBIT 13.1

CERTIFICATION PURSUANT TO

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

1.	the annual report on Form 20-F of Eurasia Energy Limited for the year ended December 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Date: April 29, 2015	By:	/s/ Nicholas W. Baxter
		Nicholas W. Baxter
		President and Chief Executive Officer

EXHIBIT 13.2

CERTIFICATION PURSUANT TO

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Graham Crabtree, Chief Financial Officer of Eurasia Energy Limited, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	the annual report on Form 20-F of Eurasia Energy Limited for the year ended December 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Date: April 29, 2015	By:	/s/ Graham Crabtree
		Graham Crabtree
		Chief Financial Officer

EXHIBIT 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Eurasia Energy Limited (an exploration stage company) ("the Company") of our report dated April 29, 2015, on our audit of the balance sheets of Eurasia Energy Limited as of December 31, 2014 and 2013, and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2014, and for the period from November 28, 2005 (the effective date of the exploration stage), through December 31, 2014. We also consent to the reference to us under the heading "Experts" in the Registration Statement.

Our report, dated April 29, 2015, contains an explanatory paragraph that states that Company has limited operations and has sustained operating losses resulting in an accumulated deficit at December 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

/s/ Peterson Sullivan LLP

Seattle, Washington

April 29, 2015

601 Union Street

Suite 2300

Seattle, WA 98101

(206) 382-7777 MAIN

(206) 382-7700 FAX

pscpa.com