UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) [X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedMarch 31, 2016 [   ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [   ] to [   ] Commission file number000-30193 NATION ENERGY INC.(Exact name of registrant as specified in its charter)
  Wyoming

   

   59-2887569(State or other jurisdiction of incorporation or organization)

   

   (I.R.S. Employer Identification No.)
  RPO Box 60610 Granville Park

   Vancouver, British Columbia, Canada

   

   V6H 4B9(Address of principal executive offices)

   

   (Zip Code)
 Registrant’s telephone number:(604) 331-3399 Securities registered pursuant to Section 12(b) of the Act:  Title of each class

   None

   

   Name of each exchange on which registered

   None
 Securities registered pursuant to Section 12(g) of the Act: Common Stock, with no par value(Title of class)
 Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [   ]   No [X].  Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [   ];   No [X].


---



Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ]No[   ]  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of the 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).  Yes   [x ]     No  [ ]  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10K.   [   ]  Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  Large accelerated filer     [  ]

   Accelerated filer                 [  ]Non-accelerated filer      [  ]

   (Do not check if a smaller reporting company)

   Smaller reporting company    [X]
  Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ X ]No[ ] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:  $1,835,800 based on a price of $0.40 per share, being the price at which the common equity was last sold on September 30, 2015. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.150,020,000 common shares issued and outstanding as of June 29, 2016. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).


---



PART I FORWARD-LOOKING STATEMENTS This annual report contains forward-looking. These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. The material assumptions supporting these forward-looking statements include, among other things: ·our ability to obtain necessary financing on acceptable terms; ·retention of skilled personnel; ·the timely receipt of required regulatory approvals; ·continuation of current tax and regulatory regimes; ·current exchange and interest rates; and ·general economic and financial market conditions.  Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" and the risks set out below, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.  These risks include, by way of example and not in limitation: ·our ability to establish or find resources or reserves; ·liabilities inherent in natural gas and crude oil operations; ·uncertainties associated with estimating natural gas and crude oil resources or reserves; ·geological, technical, drilling and processing problems; ·competition for, among other things, capital, resources, undeveloped lands and skilled personnel; conflicts of interest between Paltar Petroleum Limited and our company, including those that arise as the result of those certain earning agreements dated effective May 31, 2016, and those that arise as the result of our having officers and directors in common; ·assessments of the acquisitions; ·risks related to commodity price fluctuations; ·the uncertainty of profitability based upon our history of losses;


---



·risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration and development projects; ·risks related to environmental regulation and liability; ·risks that the amounts reserved or allocated for environmental compliance, reclamation, post-closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs; ·risks related to tax assessments; ·political and regulatory risks associated with oil and gas exploration; ·other risks and uncertainties related to our prospects, properties and business strategy; and ·our company is categorized as a “shell company” as that term is used in the Securities and Exchange Commission’s rules. This list is not an exhaustive list of the factors that may affect any of our forward-looking statements.  These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates, and opinions on the date the statements are made.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performances or achievements.  Except as required by applicable law, including the securities laws of the United States and Canada, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with the United States Generally Accepted Accounting Principles. As used in this annual report, the terms "we", "us", "our", and "Nation Energy" mean Nation Energy Inc., unless otherwise indicated. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock. ITEM 1.  BUSINESS We were formed under the laws of the State of Florida on April 19, 1988 under the name Excalibur Contracting, Inc. and from that date until September 1998, we conducted no business and existed as a shell corporation.  After the restatement of our Articles of Incorporation on September 16, 1998, our main focus was the procurement of mineral leasehold interests, primarily for oil and gas exploitation rights.  We reincorporated as a Delaware corporation on February 2, 2000 and changed our name to Nation Energy, Inc. on February 15, 2000.   Following the change in our focus, we commenced corporate strategic development and explored potential oil and gas projects.  On June 13, 2003 we moved our state of domicile from the state of Delaware to the State of Wyoming. We accomplished this re-domicile by merging with our wholly-owned Wyoming subsidiary. Our Current Business Following the sale of all of our oil and gas operations effective June 1, 2008, we began to actively seek new oil and gas opportunities.  OnOctober 11, 2013, we entered into a letter agreement with Paltar Petroleum Limited, an Australian company, pursuant to which we agreed to acquire four exploration


and development permits and twenty-nine applications for exploration and development permits in respect of prospective acreage located in northern Australia.  On March 31, 2014, we amended this letter agreement and, on November 27, 2014, we amended and restated the letter agreement to add additional exploration properties and provide for new closing terms.  On June 13, 2015, we entered into a second amended and restated agreement, replacing in its entirety the amended and restated agreement dated November 27, 2014. On August 28, 2015, we entered into a third amended and restated agreement, replacing in its entirety the second amended restated agreement dated June 13, 2015. Also on August 30, 2015, and pursuant to the terms of the third amended and restated letter agreement (the “Agreement”), Paltar or its wholly-owned subsidiary, Officer Petroleum Pty Ltd (“Officer”), and our wholly-owned subsidiary, Nation Energy (Australia) Pty Ltd., entered into seven separate earning agreements and an option agreement. Effective December 17, 2015, the Company entered into a first amendment to the third amended and restated agreement to extend the time allowed for certain actions contemplated in the third amended and restated agreement and to provide further information concerning the additional earning agreements as such term is defined in the third amended and restated agreement. Also effective December 17, 2015, the seven earning agreements were amended to make compatible extensions of time for actions contemplated by the third amended and restated agreement and to extend the deadline for cash payments under the earning agreements. Effective February 8, 2016, the Company entered into a second amendment to the third amended and restated agreement to extend again the time allowed for certain actions contemplated in the third amended and restated agreement.Also effective February 8, 2016, the seven earning agreements were amended to make compatible extensions of time for actions contemplated by the third amended and restated agreement. Effective February 12, 2016, the Company entered into an amendment to the option agreement to change the purchase price for the assets subject to the option. Effective May 31, 2016, the Company entered into a third amendment to the third amended and restated agreement to revise the payment of consideration by Nation contemplated in the third amended and restated agreement.Also effective May 31, 2016, the seven earning agreements were amended to make compatible changes in consideration payable by Nation Australia and Nation contemplated by the third amended and restated agreement, and the option agreement was terminated.


---



On June 19, 2015, we registered a wholly-owned subsidiary in Australia, Nation Energy (Australia) PTY Ltd. (“Nation Australia”). On July 6, 2015, we registered a wholly-owned subsidiary in Delaware, USA, Nation GP, LLC (“Nation GP”), a Delaware limited liability company. On July 6, 2015, we registered a wholly-owned subsidiary in Delaware, USA, Nation SLP, LLC (“Nation SLP”), a Delaware limited liability company. On July 8, 2015, we formed Paltar Nation Limited Partnership (“Paltar Nation”), a Delaware limited partnership between Nation GP, as the general partner of the partnership and Nation SL as the limited partner. Paltar Nation is a Delaware limited partnership with Nation GP, LLC, a Delaware limited liability company, as the general partner, and Nation SLP, LLC, a Delaware limited liability company, as a limited partner (which is currently a sole limited partner of Paltar Nation).  Nation Energy Inc. owns 100% of the membership interests in Nation GP, LLC and Nation SLP, LLC. Nation Energy Inc. formed Paltar Nation for the purpose of funding exploration expenditures required to be provided by the wholly-owned subsidiary of Nation Energy Inc., Nation Energy (Australia) Pty Ltd., which is expected to become a wholly-owned subsidiary of Paltar Nation, to explore and develop all or a portion of 775,292 acres of certain Australian exploration permits. Pursuant to the first amendment of the third amended and restated agreement, Paltar farmed out three specific graticular blocks in each of the six petroleum exploration permits identified in the Agreement and it caused Officer Petroleum Pty Ltd., a wholly-owned Australian subsidiary of Paltar, to farm out forty blocks in Exploration Permit 468 (“EP 468”). In addition, Paltar agreed to enter into additional


earning agreements with Nation Australia on December 31, 2015 (or such other date as the parties mutually agree), in which it will farm out to Nation Australia six additional graticular blocks selected by Nation in EP136, three additional blocks in each of EP143 and EP231, eight additional blocks in EP234 and seven additional blocks in EP237 in exchange for the consideration specified in each additional earning agreement.


---



Each of the seven initial earning agreements, all of which are dated August 30, 2015, (six of which are further amended by the Master Amendment to Six Earning Agreements dated December 28, 2015 but effective as of December 17, 2015 and by the Second Master Amendment to Six Earning Agreements dated February 9, 2016 but effective as of February 8, 2016, and one of which is amended by the First Amendment to EP 468 Earning Agreement dated December 28, 2015 but effective as of December 17, 2015 and by the Second Amendment to EP 468 Earning Agreement dated February 9, 2016 but effective as of February 8, 2016) granted certain rights and imposed certain obligations on Nation Australia in respect of the blocks of land described.  In the aggregate, these blocks of land comprise 1,003,400 acres of the 8,936,800 acres covered by the seven Exploration Permits.  Each of the seven earning agreements follows one of two negotiated templates (depending on whether the underlying interest in the Exploration Permit is 100% owned by Paltar), with variations in the applicable standard form driven by the specific circumstances affecting each Exploration Permit.  Each earning agreement contains general terms and conditions, a description of the area covered a list of the encumbrances affecting the area, an amount of money to be paid by Nation Australia on or before March 31, 2016 (since amended to a later date), and a commitment to pay 100% of the costs under applicable work programs and budgets.  Paltar will act as the operator subject to overall supervision by an Operating Committee comprised of one representative from each of Paltar and Nation Australia.  With respect to the earning agreements covering the Exploration Permits for which Paltar does not own a 100% interest, ownership of the Exploration Permits remains with Paltar during the term of the earning agreements, but if Paltar discovers a commercially exploitable accumulation of petroleum on any affected block it must transfer any production license granted in respect of that discovery to Nation Australia, insofar as it covers blocks subject to the earning agreement.  In connection with such transfer, Paltar is permitted to retain for itself an overriding royalty equal to the difference between 25% and all existing royalty burdens applicable to the production license. With respect to the earning agreements covering the Exploration Permits for which Paltar owns a 100% interest, upon Nation Australia spending at least the Earning Amount specified therein in expenditure before the end of the Earning Period also specified therein, Nation Australia will acquire a beneficial interest of 25% in the underlying Exploration Permit and any production license granted in connection therewith.  If a 25% interest in a production license is acquired by Nation Australia pursuant to these earning agreements, Nation Australia may, at its option for a period of ninety days thereafter, acquire the remaining 75% interest held by Paltar in exchange for the grant of an overriding royalty equal to the difference between 25% and all existing royalty burdens applicable to the production license. Effective May 31, 2016, all of the earning agreements were amended and revised to consolidate and clarify terms of consideration thereunder (the “May 31, 2016 Earning Agreements”). Upon execution, Nation Australia issued to Paltar a promissory note in the principal amount ofAUD$24,322,501, with payment guaranteed by Nation. As additional consideration, seven days after delivery to Nation of Paltar’s audited financial statements for the three most recent fiscal years, together with such additional fiscal period financial statements as may be required for reporting by Nation under applicable SEC regulations, Nation will issue 900,000,000 of its common shares to Paltar, subject to the same restrictions on the transfer of such shares as set forth in the third restated letter agreement dated August 30, 2015, as subsequently amended. The May 31, 2016 Earning Agreements have the same terms as stated above regarding work programs, overriding royalty, and the option to acquire more interest. In addition to the seven initial earning agreements, the parties entered into an option agreement dated August 30, 2015, pursuant to which Paltar granted to Nation an option to purchase, exercisable until August 30, 2016, interests in Exploration Permits EP136, EP143, EP231, EP232, EP 234 and EP237, all related business, financial, technical, geophysical, geological, geochemical and environmental information and data that Paltar has the legal right to convey, certain Applications for exploration permits, and all of the issued and outstanding shares of Officer (collectively, the “Assets”) for a


purchase price of AUD$10,000,000 (approximately $7,223,844 at current exchange rates). The option agreement was amended effective February 12, 2016, to change the purchase price to 300,000,000 shares of common stock of the Company. Upon the execution of the May 31, 2016 Earning Agreements, the option agreement was terminated and released by Nation.


---



The third amended and restated agreement contemplates that, as stated in the May 31, 2016 Earning Agreements, Nation has agreed to issue to Paltar, from the Company’s treasury 900,000,000 common shares at an agreed value of $0.03 cent per share as consideration for the other transactions described in the third amended and restated agreement.  All of Nation Energy’s common shares to be issued pursuant to the third amended and restated agreement are to be held in escrow for at least three years.  The escrow agent is to be a newly-formed Delaware limited liability company with a board of four managers.  David Siegel, and John Hislop are each currently a director of the Company; each have certain rights to appoint managers to the escrow agent’s board of managers, as more specifically set forth in the third amended and restated agreement.  Marc Bruner also has rights to appoint managers to the escrow agent’s board of managers, as more specifically set forth in the third amended and restated agreement. Each of Messrs. Siegel and Bruner currently own Paltar equity, while Mr. Hislop has the right to acquire Paltar equity.  A fourth director of the Company, who has yet to be identified and appointed and who will not own any Paltar equity, is to serve as the fourth manager of the escrow agent’s board of managers.  Each of the four managers will hold one vote and Mr. Bruner, or the manager elected by the board of managers in the event Mr. Bruner no longer serves on the board of managers, will hold a tie-breaking vote in the event of deadlock. The Agreement also provides that Paltar, which will be the operator under the earning agreements, will have the right of first offer to provide goods, services and work to the blocks subject to the earning agreements on terms that are competitive with and comparable to those customarily available in the open market from arms-length third parties. On September 15, 2015, Mr. Hislop resigned from the offices of President and Chief Executive Officer of our Company, and he also resigned the position of Chairman of our Board of Directors.  Mr. Hislop remains a member of our Board of Directors and our Chief Financial Officer.  Also on September 15, 2015, our Board of Directors appointed David N. Siegel as its Chairman and it appointed Marc A. Bruner, one of our Directors, to the office of President and Chief Executive Officer of our Company. On June 24, 2016, Mr. Bruner resigned effective as of March, 15, 2016, as a member of the Company’s Board of Directors, President and Chief Executive Officer.  Also on June 24, 2016, effective as of March 15, 2016, Mr. Hislop resumed the duties of President and Chief Executive Officer on an interim basis. We currently have no business and operate as a shell company.  In addition to our efforts to complete the transactions contemplated in the third amended and restated agreement with Paltar Petroleum, we continue to evaluate themerits of other opportunities in the resource sector. Competition The oil and gas industry is intensely competitive.  Conducting our business in an environment that is highly competitive and unpredictable we may become involved in an acquisition with more risk or obtain financing on less favourable terms.  In seeking out prospective properties, we have encountered intense competition in all aspects of our proposed business as we compete directly with other development companies as well as established international companies.  Many of our competitors are national or international companies with far greater resources, capital and access to information than us.  Accordingly, these competitors may be able to spend greater amounts on the acquisition of prospective properties and on the exploration and development of such properties.  In addition, they may be able to afford greater geological expertise in the exploration and exploitation of mineral and oil and gas properties.  This competition could result in our competitors having resource properties of greater quality and attracting prospective investors to finance the development of such properties on more favourable terms.


---



Compliance with Governmental Regulations Oil and gas operations are subject to various governmental regulations.  Matters subject to regulations include discharge permits for drilling operations, drilling and abandonment bonds, reports concerning operations, the spacing of wells and pooling of properties and taxation.  From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in order to conserve supplies of oil and gas.  The production, handling, storage, transportation and disposal of oil and gas, by-products thereof, and other substances and materials produced or used in connection with oil and gas operations are also subject to regulation under federal and local laws and regulations relating primarily to the protection of human health and the environment.  Expenditures related to complying with these laws, and for remediation of existing environmental contamination have not been significant in relation to the results of operations of our company.  The requirements imposed by such laws and regulations are frequently changed and subject to various interpretations.  We are unable to predict the ultimate cost of compliance or its effect on any future operations. Employees We have no employees other than our Executives.  We anticipate that we will be conducting most of our business through agreements with consultants and third parties.   On January 1, 2009, we entered into a written contract with Caravel Management Corp., to provide office rent, reception, compliance and accounting services for $7,865 per month.  The agreement commenced on January 1, 2009 and continues on a month to month basis unless terminated by the parties.  The agreement may be terminated by either party upon 30 days’ notice.  One year following the effective date of the agreement, the monthly fee increased by 3% subject to any required regulatory or stock exchange approval.  The agreement was amended effective November 1, 2010 to reduce the fees for administrative services to $3,500 per month. There have been no further amendments entered into since November 2010. We currently have a compensation arrangement with Carmen J. Lotito, our Vice President, to provide operational and management services for $20,000 per month, on a month-to-month agreement. We presently have no other employment or consulting agreements. Environment Our prior oil and gas business was subject to laws and regulations that controlled the discharge of materials into the environment and the proper handling and disposal of waste materials. In operating and owning petroleum interests, we may be liable for damages and the costs of removing hydrocarbon spills for which we are held responsible.  Laws relating to the protection of the environment have in many jurisdictions become more stringent in recent years and may, in certain circumstances, impose strict liability, rendering our company liable for environmental damage without regard to actual negligence or fault.  Such laws and regulations may expose us to liability for the conduct of, or conditions caused by, others or for acts of our company.  We believe that we have complied in all material respects with applicable environmental laws and regulations. ITEM 1A.  RISK FACTORS Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements".  Such forward looking statements include any projections or estimates made by us and our management in connection with our past or future business operations.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgement regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.


---



Such estimates, projections or other "forward
looking statements" involve various risks and uncertainties as outlined
below.  We caution the reader that important factors in some cases have
affected and, in the future, could materially affect actual results and cause
actual results to differ materially from the results expressed in any such estimates,
projections or other "forward looking statements". Our
shares of common stock are considered speculative while we continue our search
for a new business opportunity.  Prospective investors should consider
carefully the risk factors set out below. We
have had negative cash flows from operations and if we are not able to obtain
further financing, our business operations may fail. We
had a working capital deficit of $11,177,610 as of March 31, 2016. 
Accordingly, we will require additional funds, either from equity or debt
financing, to maintain our daily operations and to continue to evaluate joint
venture opportunities.  Obtaining additional financing is subject to a number
of factors, including market prices, investor acceptance of any venture we may
acquire in the future and investor sentiment.  If we are unable to raise
additional funds when required, we may be forced to delay our plan of operation
and our entire business may fail. Because
of the early stage of development and the nature of our business, our
securities are considered highly speculative. Our
securities must be considered highly speculative, generally because of the
nature of our business and the early stage of our development. Any
profitability in the future will be dependent upon acquiring a new business
opportunity.  In September 2008, we closed the sale of all of our oil and gas
assets in the Smoky Hill area of Alberta.  The sale was effective June 1,
2008.  We are now actively looking for a new business opportunity, primarily in
the resource sector.As discussed inOur
Current Business, above, we identified one such opportunity in Australia,
which we have been pursuing for the last few years.  Since 2013, we have
focused all of our effort on refining this opportunity in Australia and moving
it forward with the intent to eventually explore the acreage involved, which is
located in Northern and Western Australia, for oil and gas, and to exploit any
resource that we find.  Also as discussed inOur Current Business,
above, we have recently signed a series of earning agreements and an option
agreement with respect to this opportunity, and we are now considering our next
steps in progressing this opportunity.  We intend to focus all of our attention
and resources on this opportunity for the near term, though we can offer no
assurance that we will have any success in our efforts to progress it or, if we
do, that we will discover any oil or gas in commercially exploitable
quantities. The
company is categorized as a “shell company” as that term is used in the Securities
and Exchange Commission’s rules. The
Securities and Exchange Commission’s rules prohibit the use of Form S-8 by
a shell company, and require a shell company to file a Form 8-K to report
the same type of information that would be required if it were filing to
register a class of securities under the Exchange Act whenever the shell
company is reporting the event that caused it to cease being a shell company.
Being a shell company may adversely impact our ability to offer our stock to
officers, directors and consultants, and thereby make it more difficult to
attract and retain qualified individuals to perform services for the company,
and will likely increase the costs of registration compliance following the
completion of a business combination. A decline in the price of our common
stock could affect our ability to raise further working capital and adversely
impact our operations. A
prolonged decline in the price of our common stock could result in a reduction
in the liquidity of our common stock and a reduction in our ability to raise
capital.  Any reduction in our ability to raise equity capital in the future could
have a significant negative effect on our business plans and our ability to
develop new products.  If our stock price declines, we may not be able to raise
additional capital sufficient to acquire new business.


---



Our accounts are subject to
currency fluctuations which may materially affect our financial position and
results of operations. As
a result of maintaining some of our accounts in Canadian currency; we are
subject to foreign exchange fluctuations.  Such fluctuations may materially
affect our financial position and results of operations. We do not engage in
currency hedging activities. We
may not be able to manage the significant strains that future growth may place
on our administration infrastructure, systems and controls. In
the event we are able to acquire a new joint venture and experience any rapid
expansion over current levels, we could experience rapid growth in revenues,
personnel, complexity of administration and in other areas.  There can be
no assurance that we will be able to manage the significant strains that future
growth may place on our administrative infrastructure, systems, and
controls.  If we are unable to manage future growth effectively, our
business, operating results and financial condition may be materially adversely
affected. The
loss of any member of our Board of Directors would have an adverse impact on
future development and could impair our ability to succeed. We
are dependent on our ability to hire and retain highly skilled and qualified
personnel. We face competition for qualified personnel from numerous industry
sources, and there can be no assurance that we will be able to attract and
retain qualified personnel on acceptable terms. We do not have key man
insurance on our employee. The loss of the services of any member of our Board
of Directors could have a material adverse effect on our operations or
financial condition. Our
management currently engages in other oil and gas businesses and, as a result,
conflicts could arise. In
addition to their interest in our company, our management currently engages,
and intends to engage in the future, in the oil and gas business independently
of our company. As a result, conflicts of interest between us and the management
of our company might arise. Trading
of our stock may be restricted by the SEC’s “Penny Stock” regulations which may
limit a stockholder’s ability to buy and sell our stock. The
U.S. Securities and Exchange Commission has adopted regulations which generally
define “penny stock” to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions.  Our securities are covered by the penny
stock rules, which impose additional sales practice requirements on broker-dealers
who sell to persons other than established customers and “accredited
investors.”  The term “accredited investor” refers generally to institutions
with assets in excess of $5,000,000 or individuals with a net worth in excess
of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with
their spouse.  The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the SEC which
provides information about penny stocks and the nature and level of risks in
the penny stock market.  The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer’s
account.  The bid and offer quotations, and the broker-dealer and sales person
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer’s confirmation.  In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules; the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser’s written agreement to the transaction.  These disclosure
requirements may have the effect of reducing the level of trading activity in
the secondary market for the stock that is subject to these pennystock rules.  Consequently, these penny stock rules may
affect the ability of broker-dealers to trade our securities.  We believe that
the penny stock rules discourage investor interest in and limit the
marketability of our common stock.


---



The
Financial Industry Regulatory Authority, or FINRA, has adopted sales practice
requirements which may also limit a stockholder’s ability to buy and sell our
stock. In
addition to the “penny stock” rules described above, FINRA has adopted rules
that require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer.  Prior to recommending speculative low priced securities to
their non-institutional customers, broker-dealers must make reasonable efforts
to obtain information about the customer’s financial status, tax status,
investment objectives and other information.  Under interpretations of these
rules, FINRA believes that there is a high probability that speculative low
priced securities will not be suitable for at least some customers.  FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell
our stock and have an adverse effect on the market for our shares. Since
our shares are thinly traded, and trading on the OTCQB may be limited and sporadic
because it is not an exchange, stockholders may have difficulty reselling their
shares or liquidating their investments. Our
shares of common stock are currently quoted for trading on the OTCQB operated
by the OTC Markets Group Inc.  The trading price of our shares of common
stock has been subject to wide fluctuations.  Trading prices of our shares
of common stock may fluctuate in response to a number of factors, many of which
will be beyond our control.  The stock market has generally experienced
extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of companies with no current
business operation.  There can be no assurance that trading prices and
price earnings ratios previously experienced by shares of our common stock will
be matched or maintained.  These broad market and industry factors may
adversely affect the market price of the shares of our common stock, regardless
of our operating performance. In
the past, following periods of volatility in the market price of a company's
securities, securities class-action litigation has often been instituted. 
Such litigation, if instituted, could result in substantial costs for us and a
diversion of management's attention and resources. Our By-laws contain provisions indemnifying our officers and
directors against all costs, charges and expenses incurred by them. Our
By-laws contain provisions with respect to the indemnification of our officers
and directors against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgment on transactions, actually and
reasonably incurred by him, including an amount paid to settle an action or
satisfy a judgement in a civil, criminal or administrative action or proceeding
to which he is made a party by reason of his being or having been one of our
directors or officers. Investors’
interests in our company will be diluted and investors may suffer dilution in
their net book value per share if we issue additional shares or raise funds
through the sale of equity securities. Our
constating documents authorize the issuance of 5,000,000,000 shares of common
stock with no par value.  In the event that we are required to issue any
additional shares or enter into private placements to raise financing through
the sale of equity securities, investors' interests in our company will be
diluted and investors may suffer dilution in their net book value per share
depending on the price at which such securities are sold.  If we issue any
such additional shares, such issuances also will cause a reduction in the
proportionate ownership and voting power of all other shareholders. 
Further, any such issuance may result in a change in our control.


---



Our By-laws do not contain
anti-takeover provisions which could result in a change of our management and
directors if there is a take-over of our company. We
do not currently have a shareholder rights plan or any anti-takeover provisions
in our By-laws.  Without any anti-takeover provisions, there is no
deterrent for a take-over of our company, which may result in a change in our
management and directors. Some
of our directors and officers are not residents of the United States and, as a
result, investors may find it difficult to enforce, within the United States,
any judgments obtained against our company or a particular director or officer. Risks Relating to the Industry Exploration
for economic reserves of oil and gas is subject to risk and there can be no
assurance that we will establish commercial discoveries. Exploration
for economic reserves of oil and gas is subject to a number of risk
factors.  While the rewards to an investor can be substantial if an
economically viable discovery is made, few of the properties that are explored
are ultimately developed into producing oil and/or gas wells.  There can be no
assurance that we will establish commercial discoveries. Financial success depends on our
ability to acquire our reserves in the future. Our future success depends upon our
ability to find, develop and acquire oil and natural gas reserves that are
profitable.  Oil and natural gas are depleting assets, and production from oil
and natural gas from properties declines as reserves are depleted with the rate
of decline depending on reservoir characteristics.  If we are unable to conduct
future successful exploration or development activities or acquire properties
containing proved reserves our cash flows will be adversely affected.  Acquiring
reserves through exploration, development activities or acquisitions will
require significant capital which may not be available to us. The potential profitability of oil and
gas ventures depends upon factors beyond the control of our company. The
potential profitability of oil and gas properties is dependent upon many
factors beyond our control.  For instance, world prices and markets for
oil and gas are unpredictable, highly volatile, potentially subject to
governmental fixing, pegging, controls, or any combination of these and other
factors, and respond to changes in domestic, international, political, social,
and economic environments.  Additionally, due to worldwide economic
uncertainty, the availability and cost of funds for production and other expenses
have become increasingly difficult, if not impossible, to project.  These
changes and events may materially affect our financial performance. Adverse
weather conditions can also hinder drilling operations.  A productive well
may become uneconomic in the event water or other deleterious substances are
encountered which impair or prevent the production of oil and/or gas from the
well.  In addition, production from any well may be unmarketable if it is
impregnated with water or other deleterious substances.  The marketability
of oil and gas which may be acquired or discovered will be affected by numerous
factors beyond our control.  These factors include the proximity and
capacity of oil and gas pipelines and processing equipment, market fluctuations
of prices, taxes, royalties, land tenure, allowable production and
environmental protection. The extent of these factors cannot be accurately
predicted but the combination of these factors may result in our company not
receiving an adequate return on invested capital. Competition
in the oil and gas industry is highly competitive and there is no assurance
that we will be successful in acquiring desirable oil and gas leases.


---



The oil and gas industry is intensely
competitive. We compete with numerous individuals and companies, including many
major oil and gas companies, which have substantially greater technical,
financial and operational resources and staff.  Accordingly, there is a
high degree of competition for desirable oil and gas leases, suitable
properties for drilling operations and necessary drilling equipment, as well as
for access to funds.  We cannot predict if the necessary funds can be
raised or that any project work will be completed.  Acreage may not become
available or if it is available for leasing we may not be successful in
acquiring the leases. The
marketability of natural resources will be affected by numerous factors beyond
our control which may result in us not receiving an adequate return on invested
capital to be profitable or viable. The
marketability of natural resources which may be acquired or discovered by us
will be affected by numerous factors beyond our control.  These factors
include market fluctuations in oil and gas pricing and demand, the proximity
and capacity of natural resource markets and processing equipment, governmental
regulations, land tenure, land use, regulation concerning the importing and
exporting of oil and gas and environmental protection regulations.  The
exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in us not receiving an adequate return
on invested capital to be profitable or viable. Oil and gas operations are subject to
comprehensive regulation which may cause substantial delays or require capital
outlays in excess of those anticipated causing an adverse effect on our
company. Oil and gas operations are subject to
federal and local laws relating to the protection of the environment, including
laws regulating removal of natural resources from the ground and the discharge
of materials into the environment.  Oil and gas operations are also
subject to federal and local laws and regulations which seek to maintain health
and safety standards by regulating the design and use of drilling methods and
equipment.  Various permits from government bodies are required for
drilling operations to be conducted; no assurance can be given that such
permits will be received.  Environmental standards imposed by federal,
provincial, or local authorities may be changed and any such changes may have
material adverse effects on our activities.  Moreover, compliance with such
laws may cause substantial delays or require capital outlays in excess of those
anticipated, thus causing an adverse effect on us. Exploration
and production activities are subject to certain environmental regulations
which may prevent or delay the commencement of our operations. In
general, our exploration and production activities have been in the past and
will continue to be subject to certain federal and local laws and regulations
relating to environmental quality and pollution control.  Such laws and
regulations increase the costs of these activities and may prevent or delay the
commencement or continuance of a given operation.  Compliance with these
laws and regulations did not have a material effect on our operations or
financial condition to date.  Legislation has been enacted which requires
well and facility sites to be abandoned and reclaimed to the satisfaction of
state authorities.  However, such laws and regulations are frequently
changed and we are unable to predict the ultimate cost of compliance. 
Generally, environmental requirements have not appeared to affect us any
differently or to any greater or lesser extent than other companies in the
industry. We believe that our operations to date have complied, in all material
respects, with all applicable environmental regulations. In the past, our
operating partners have maintained insurance coverage customary to the
industry; however, we are not fully insured against all environmental risks. Exploratory drilling involves many
risks and we may become liable for pollution or other liabilities which may
have an adverse effect on our financial position. Drilling
operations generally involve a high degree of risk.  Hazards such as
unusual or unexpected geological formations, power outages, labour disruptions,
blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate
machinery, equipment or labour, and other risks are involved. We may become
subject to liability for pollution or hazards against which we cannot
adequately insure or which wemay elect not to
insure.  Incurring any such liability may have a material adverse effect
on our financial position and operations.


---



Any change to government
regulation/administrative practices may have a negative impact on our ability
to operate and our profitability. The
laws, regulations, policies or current administrative practices of any
governmental body, organization or regulatory agency in the United States or
any other jurisdiction, may be changed, applied or interpreted in a manner
which will fundamentally alter the ability of our company to carry on its
business. The actions, policies or regulations, or changes thereto, of any
government body or regulatory agency, or other special interest groups, may
have a detrimental effect on our company.  Any or all of these situations
may have a negative impact on our ability to operate and/or become profitable. ITEM
1B.   UNRESOLVED STAFF COMMENTS Not
applicable. ITEM 2.  PROPERTIES Our
principal mailing address is RPO Box 60610 Granville Park, Vancouver, British
Columbia, Canada, V6H 4B9. Our executive office is located at 1500 West 16th
Avenue, Vancouver, British Columbia, Canada V6J 2L6.  We occupy the
Vancouver premises on a proportional cost basis for office rent and
administration services and expenses, on a month to month basis.   We currently
have a management services agreement in effect that among other administration
and office services and supplies provides for office space.  Effective November
1, 2010, the monthly fee was, and continues to be, $3,500 per month. In
addition to the Vancouver, British Columbia, Canada offices, we maintain
offices in Colorado, at 1555 Blake Street, Suite 1002, Denver, Colorado 80202. 
We occupy the Denver premises on a month to month basis.  Effective July 1,
2015 the monthly fee was, and continues to be, $5,000 per month. ITEM 3.  LEGAL
PROCEEDINGS We
know of no material, active or pending legal proceeding against our company,
nor are we involved as a plaintiff in any material proceedings or pending
litigation where such claim or action involves damages for more than 10% of our
current assets.  There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or have a material interest adverse to us. ITEM 4.  MINE
SAFETY DISCLOSURES Not applicable.


---



PART
II ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market
for Securities Our
common stock is quoted for trading on the OTCQB operated by the OTC Markets
Group Inc. under the symbol "NEGY". The following quotations (obtained
from Stockwatch)reflect the high and low
bids for our common stock based on inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.  The
high and low prices of our common stock for the periods indicated below are as
follows:  Quarter
  Ended
 High
 LowMarch 31, 2016
 $0.210
 $0.210December
  31, 2015
 $0.450
 $0.450September
  30, 2015
 $0.400
 $0.400June 30, 2015
 $0.350
 $0.350March 31, 2015
 $0.200
 $0.200December
  31, 2014
 $0.022
 $0.022September
  30, 2014
 $0.020
 $0.020June 30, 2014
 $0.015
 $0.015
  Our
shares of common stock are issued in registered form. Interwest Transfer Co.,
Inc., of 1981 Murray Holladay Road, Suite 100, P.O. Box 17136, Salt Lake City,
UT 84117 (Telephone: 801.272.9294, facsimile: 801.277.3147) is the registrar
and transfer agent for our shares of common stock. Holders
of our Common Stock As
of June 29, 2015, we had 150,020,000 shares of common stock outstanding and
approximately 18 stockholders of record.  This number of stockholders does
not include stockholders who hold our securities in street name. Recent
Sales of Unregistered Securities Since
the beginning of our fiscal year ended March 31, 2016, we have not sold any
equity securities that were not registered under the Securities Act of 1933
that were not previously reported in a quarterly report on Form 10-Q or in a
current report on Form 8-K. Dividend
Policy We
have not paid any cash dividends on our common stock and have no present
intention of paying any dividends on the shares of our common stock.  Our
future dividend policy will be determined from time to time by our board of
directors. Securities
Authorized for Issuance under Equity Compensation Plans We
adopted our current stock option plan, entitled the 1999 Stock Option and
Incentive Plan, on May 6, 1999 which was subsequently approved by over 50% of
the shares of common stock held by stockholders of our company.  The plan
authorized up to 2,500,000 shares of our common stock to be granted as
incentive options. The following table provides a summary of the number of options
grantedunder our stock option plan, the weighted
average exercise price and the number of options remaining available for
issuance as at March 31, 2016.


---



Plan Category
 Number of Common Shares to be issued upon exercise of
  outstanding options
 Weighted-Average
  exercise price of outstanding options
 Number of
  options remaining available for further issuance1999 Stock
  Option and Incentive Plan (an equity compensation plan approved by security
  holders)
 Nil
 N/A
 2,500,000
 Purchases
of Equity Securities by the Issuer and Affiliated Purchases We did not
purchase any of our shares of common stock or other securities during our
fiscal year ended March 31, 2016. ITEM 6.  
SELECTED FINANCIAL DATA Not
applicable ITEM 7.  MANAGEMENT’ S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The
following discussion should be read in conjunction with our financial
statements and the related notes that appear elsewhere in this annual
report.  The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs.  Our actual results could differ
materially from those discussed in the forward looking statements. 
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed below and elsewhere in this annual report,
particularly in the section entitled "Item 1A. Risk Factors". Our
audited financial statements are stated in United States Dollars and are
prepared in accordance with United States Generally Accepted Accounting
Principles.  Plan of Operation Following
the sale of all of our oil and gas operations effective June 1, 2008, we began
to actively seek new oil and gas opportunities.  OnOctober 11, 2013, we entered into a letter agreement with Paltar
Petroleum Limited, an Australian company, pursuant to which we agreed to
acquire four exploration and development permits and twenty-nine applications
for exploration and development permits in respect of prospective acreage
located in northern Australia.  On March 31, 2014, we amended this letter
agreement and, on November 27, 2014, we amended and restated the letter
agreement to add additional exploration properties and provide for new closing
terms.  On June 13, 2015, we entered into a second amended and restated
agreement, replacing in its entirety the amended and restated agreement dated
November 27, 2014. On August 28, 2015, we entered into a third amended and
restated agreement, replacing in its entirety the second amended restated agreement
dated June 13, 2015. Also on August 30, 2015, and pursuant to the terms of the
third amended and restated letter agreement (the “Agreement”), Paltar or its
wholly-owned subsidiary, Officer Petroleum Pty Ltd (“Officer”), and our
wholly-owned subsidiary, Nation Energy (Australia) Pty Ltd., entered into seven
separate earning agreements and an option agreement. Effective December 17,
2015, the Company entered into a first amendment to the third amended and
restated agreement to extend the timeallowed for certain
actions contemplated in the third amended and restated agreement and to provide
further information concerning the additional earning agreements as such term
is defined in the third amended and restated agreement. Also effective December
17, 2015, the seven earning agreements were amended to make compatible
extensions of time for actions contemplated by the third amended and restated
agreement and to extend the deadline for cash payments under the earning
agreements. Effective February 8, 2016, the Company entered into a second
amendment to the third amended and restated agreement to extend again the time
allowed for certain actions contemplated in the third amended and restated
agreement.Also effective February 8, 2016, the
seven earning agreements were amended to make compatible extensions of time for
actions contemplated by the third amended and restated agreement. Effective
February 12, 2016, the Company entered into an amendment to the option
agreement to change the purchase price for the assets subject to the option. Effective
May 31, 2016, the Company entered into a third amendment to the third amended
and restated agreement to revise the payment of consideration by Nation
contemplated in the third amended and restated agreement.Also effective May 31, 2016, the seven earning
agreements were amended to make compatible changes in consideration payable by
Nation Australia and Nation contemplated by the third amended and restated
agreement, and the option agreement was terminated.


---



On
June 19, 2015, we registered a wholly-owned subsidiary in Australia, Nation
Energy (Australia) PTY Ltd. (“Nation Australia”). On
July 6, 2015, we registered a wholly-owned subsidiary in Delaware, USA, Nation
GP, LLC (“Nation GP”), a Delaware limited liability company. On
July 6, 2015, we registered a wholly-owned subsidiary in Delaware, USA, Nation
SLP, LLC (“Nation SLP”), a Delaware limited liability company. On
July 8, 2015, we formed Paltar Nation Limited Partnership (“Paltar Nation”), a
Delaware limited partnership between Nation GP, as the general partner of the
partnership and Nation SL as the limited partner. Paltar
Nation is a Delaware limited partnership with Nation GP, LLC, a Delaware
limited liability company, as the general partner, and Nation SLP, LLC, a Delaware
limited liability company, as a limited partner (which is currently a sole
limited partner of Paltar Nation).  Nation Energy Inc. owns 100% of the
membership interests in Nation GP, LLC and Nation SLP, LLC. Nation
Energy Inc. formed Paltar Nation for the purpose of funding exploration
expenditures required to be provided by the wholly-owned subsidiary of Nation
Energy Inc., Nation Energy (Australia) Pty Ltd., which is expected to become a
wholly-owned subsidiary of Paltar Nation, to explore and develop all or a
portion of 775,292 acres of certain Australian exploration permits. Pursuant to the first amendment of the third amended and restated
agreement, Paltar farmed out three specific graticular blocks in each of the
six petroleum exploration permits identified in the Agreement and it caused
Officer Petroleum Pty Ltd., a wholly-owned Australian subsidiary of Paltar, to
farm out forty blocks in Exploration Permit 468 (“EP 468”). In addition, Paltar
agreed to enter into additional earning agreements with Nation Australia on
December 31, 2015 (or such other date as the parties mutually agree), in which
it will farm out to Nation Australia six additional graticular blocks selected
by Nation in EP136, three additional blocks in each of EP143 and EP231, eight
additional blocks in EP234 and seven additional blocks in EP237 in exchange for
the consideration specified in each additional earning agreement. Each of the seven initial earning agreements, all of which
are dated August 30, 2015, (six of which are further amended by the Master
Amendment to Six Earning Agreements dated December 28, 2015 but effective as of
December 17, 2015 and by the Second Master Amendment to Six Earning Agreements
dated February 9, 2016 but effective as of February 8, 2016, and one of which
is amended by the First Amendment to EP 468 Earning Agreement dated December
28, 2015 but effective as of December 17, 2015 and by the Second Amendment to
EP 468 Earning Agreement dated February 9, 2016 buteffective
as of February 8, 2016) granted certain rights and imposes certain obligations
on Nation Australia in respect of the blocks of land described.  In the
aggregate, these blocks of land comprise 1,003,400 acres of the 8,936,800 acres
covered by the seven Exploration Permits.  Each of the seven earning agreements
follows one of two negotiated templates (depending on whether the underlying
interest in the Exploration Permit is 100% owned by Paltar), with variations in
the applicable standard form driven by the specific circumstances affecting
each Exploration Permit.  Each earning agreement contains general terms and
conditions, a description of the area covered a list of the encumbrances
affecting the area, an amount of money to be paid by Nation Australia on or
before March 31, 2016 (since amended to a later date), and a commitment to pay
100% of the costs under applicable work programs and budgets.  Paltar will act
as the operator subject to overall supervision by an Operating Committee comprised
of one representative from each of Paltar and Nation Australia.  With respect
to the earning agreements covering the Exploration Permits for which Paltar
does not own a 100% interest, ownership of the Exploration Permits remains with
Paltar during the term of the earning agreements, but if Paltar discovers a
commercially exploitable accumulation of petroleum on any affected block it
must transfer any production license granted in respect of that discovery to
Nation Australia, insofar as it covers blocks subject to the earning
agreement.  In connection with such transfer, Paltar is permitted to retain for
itself an overriding royalty equal to the difference between 25% and all
existing royalty burdens applicable to the production license. With respect to
the earning agreements covering the Exploration Permits for which Paltar owns a
100% interest, upon Nation Australia spending at least the Earning Amount
specified therein in expenditure before the end of the Earning Period also
specified therein, Nation Australia will acquire a beneficial interest of 25%
in the underlying Exploration Permit and any production license granted in
connection therewith.  If a 25% interest in a production license is acquired by
Nation Australia pursuant to these earning agreements, Nation Australia may, at
its option for a period of ninety days thereafter, acquire the remaining 75%
interest held by Paltar in exchange for the grant of an overriding royalty
equal to the difference between 25% and all existing royalty burdens applicable
to the production license.


---



Effective May 31, 2016, all of the earning agreements were
amended and revised to consolidate and clarify terms of consideration
thereunder (the “May 31, 2016 Earning Agreements”). Upon execution, Nation
Australia issued to Paltar a promissory note in the principal amount ofAUD$24,322,501, with
payment guaranteed by Nation. As additional consideration, seven days after
delivery to Nation of Paltar’s audited financial statements for the three most
recent fiscal years, together with such additional fiscal period financial
statements as may be required for reporting by Nation under applicable SEC regulations,
Nation will issue 900,000,000 of its common shares to Paltar, subject to the
same restrictions on the transfer of such shares as set forth in the third
restated letter agreement dated August 30, 2015, as subsequently amended. The May
31, 2016 Earning Agreements have the same terms as stated above regarding work
programs, overriding royalty, and the option to acquire more interest.In addition to the seven initial earning
agreements, the parties entered into an option agreement dated August 30, 2015,
pursuant to which Paltar granted to Nation an option to purchase, exercisable until
August 30, 2016, interests in Exploration Permits EP136, EP143, EP231, EP232,
EP 234 and EP237, all related business, financial, technical, geophysical,
geological, geochemical and environmental information and data that Paltar has
the legal right to convey, certain Applications for exploration permits, and
all of the issued and outstanding shares of Officer (collectively, the
“Assets”) for a purchase price of AUD$10,000,000 (approximately $7,223,844 at
current exchange rates). The option agreement was amended effective February 12,
2016, to change the purchase price to 300,000,000 shares of common stock of the
Company. Effective May 31, 2016, Nation terminated the option agreement, upon
the execution of the May 31, 2016 Earning Agreements and related third
amendment to the amended and restated agreement. The third amended and restated agreement contemplates
that, as stated in the May 31, 2016 Earning Agreements, Nation has agreed to
issue to Paltar, from the Company’s treasury 900,000,000 common shares at an
agreed value of $0.03 cent per share as consideration for the other
transactions described in the third amended and restated agreement.  All of Nation
Energy’s common shares to be issued pursuant to the third amended and restated agreement
are to be held in escrow for at least three years.  The escrow agent is to be a
newly-formed Delaware limited liability company with a board of four managers. 
David Siegel and John Hislop are each currently a director of the Company; each
havecertain rights to appoint managers to the escrow
agent’s board of managers, as more specifically set forth in the third amended
and restated agreement.  Marc Bruner also has rights to appoint managers to the
escrow agent’s board of managers, as more specifically set forth in the third
amended and restated agreement. Each of Messrs. Siegel and Bruner currently own
Paltar equity, while Mr. Hislop has the right to acquire Paltar equity.  A
fourth director of the Company, who has yet to be identified and appointed and
who will not own any Paltar equity, is to serve as the fourth manager of the
escrow agent’s board of managers.  Each of the four managers will hold one vote
and Mr. Bruner, or the manager elected by the board of managers in the event
Mr. Bruner no longer serves on the board of managers, will hold a tie-breaking
vote in the event of deadlock.


---



The Agreement also provides that Paltar, which will be the
operator under the earning agreements, will have the right of first offer to
provide goods, services and work to the blocks subject to the earning agreements
on terms that are competitive with and comparable to those customarily
available in the open market from arms-length third parties. On September 15, 2015, Mr. Hislop resigned from the
offices of President and Chief Executive Officer of our Company, and, despite
maintaining a seat on the Board, he resigned the position of Chairman of our
Board of Directors.  Also on September 15, 2015, our Board of Directors
appointed David N. Siegel as its Chairman and it appointed Marc A. Bruner, one
of our Directors, to the office of President and Chief Executive Officer of our
Company. On June 24, 2016, Mr. Bruner resigned effective as of
March, 15, 2016, as a member of the Company’s Board of Directors, President and
Chief Executive Officer.  Also on June 24, 2016, effective as of March 15,
2016, Mr. Hislop resumed the duties of President and Chief Executive Officer on
an interim basis. We currently have no business and operate as a shell
company.  In addition to our efforts to complete the transactions contemplated
in the third amended and restated agreement with Paltar Petroleum, we continue
to evaluate themerits of other opportunities in the resource sector.  Cash Requirements Over
the next twelve months, we intend to use funds to evaluate new business acquisitions,
as follows: Estimated Funding Required
During the Next Twelve Months  Planned Work Permit Expenditures
 $30,000,000General and Administrative
 2,000,000Professional Fees
 1,500,000Total
 $33,500,000
 We
have suffered recurring losses from operations.  The continuation of our
company as a going concern is dependent upon our company attaining and
maintaining profitable operations and raising additional capital as needed.
Management's plan in this regard is to raise additional capital through a debt
or an equity offering.  The financial statements do not include any adjustment
relating to the recovery and classification of recorded asset amounts or the
amount and classification of liabilities that might be necessary should our company
discontinue operations. Due
to the uncertainty of our ability to meet our current operating expenses noted
above, in their report on the annual financial statements for the year ended March
31, 2016, our independent auditors included an explanatory paragraph regarding
concerns about our ability to continue as a going concern.  Ourfinancial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors.


---



The
continuation of our business is dependent upon obtaining further financing, a
successful program of exploration, and, finally achieving a profitable level of
operations.  The issuance of additional equity securities by us could result in
a significant dilution in the equity interests of our current stockholders. 
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments. There
are no assurances that we will be able to obtain further funds required for our
continued operations.  We are pursuing various financing alternatives to meet
our immediate and long-term financial requirements.  There can be no assurance
that additional financing will be available to us when needed or, if available,
that it can be obtained on commercially reasonable terms.  If we are not able
to obtain the additional financing on a timely basis, we will be unable to
conduct our operations as planned, and we will not be able to meet our other obligations
as they become due.  In such event, we will be forced to scale down or perhaps
even cease our operations. Disclosure
of Outstanding Share Data As
of the date of this annual report, we had 150,020,000 shares of common stock
issued and outstanding.  We do not have any warrants, options or shares of any
other class issued and outstanding as of the date of this annual report. RESULTS OF OPERATIONS – Years Ended March
31, 2016 and 2015 The
following summary of our results of operations should be read in conjunction
with our financial statements for the year ended March 31, 2016, which are
included herein. Our
operating results for the year ended March 31, 2016 and 2015 and the changes between
those periods for the respective items are summarized as follows:  Year Ended March 31, 2016
 Year Ended March 31, 2015
 Difference Increase%General and administrative
 $1,157,753
 $136,803
 746%Interest expense
 $105,468
 $182,961
 (42%)(Loss) on extinguishment of debt
 $(3,350,000)
 $Nil
 (100%)Net (loss)
 $(4,613,220)
 $(319,764)
 (1,343%)
 We
generated a net (loss) of $(4,613,220) for the year ended March 31, 2016 compared
to a net (loss) of $(319,764) for the year ended March 31, 2015.  The
increase in net loss was primarily due to the loss on the extinguishment of
debt of $3,350,000 resulting from the closing of the debt settlement agreement
and the issuance of 134,000,000 shares to Mr. Hislop. The debt settlement and
subscription agreement settled a debt to Mr. Hislop equal to $1,340,000. The
shares were valued at $4,690,000 ($0.035 per share based upon market price).
The Company recorded a loss on extinguishment of debt of $3,350,000. Net (loss)
per common share for the year ended March 31, 2016 was ($0.030) compared to ($0.009)
per common share for the year ended March 31, 2015.  General and administrative
expenses increased to $1,157,753 during the year ended March 31, 2016 from $136,803
during the year ended March 31, 2015.


---



The increase was primarily due to increased
legal fees associated with the Paltar Letter Agreement and the subsequent
amendments and for travel expenses related to promoting the Company. The
Company also accrued $180,000 in consulting and management fees for Mr. Lotito
in the year ended March 31, 2016 compared to $Nil in the previous year. Interest
expense for fiscal 2016 totalled $105,468 compared to $182,961 for fiscal 2015. 
The decrease was partially due to the debt settlement agreement described
above, which reduced the related party debt. We
reported a foreign currency translation gain of $45,713 in fiscal 2016 compared
to a gain of $172,132 in fiscal 2015.  Our loan and accrued interest are incurred
and calculated in Canadian dollars while the reporting currency is the US
dollar.  The value of the Canadian dollar in the fiscal year ended March 31, 2016
decreased resulting in a smaller gain on translation compared to consistent and
higher values of the Canadian dollar during the prior fiscal periods. The
major components of our general and administrative expenses for the year are
outlined in the table below:  Year Ended March 31, 2016
 Year Ended March 31, 2015
 Difference Increase/(Decrease) %Administration fees
 $42,000
 $42,000
 0%Office & MIS
 $62,915
 $710
 8,757%Consulting fees
 $302,970
 $0
 100%Legal fees
 $694,757
 $47,759
 1,355%Transfer Agent & Filing Fees
 $15,511
 $17,624
 (12%)Accounting
 $39,600
 $28,710
 38%Total Expenses
 $1,157,753
 $136,803
 746%
 General
and administrative expenses increased to $1,157,753 in fiscal 2016 from $136,803
in fiscal 2015. This was primarily due to increased legal fees and consulting
fees incurred in 2016 in regards to our agreement with Paltar and fund raising
activities of the Company.  General and administrative expenses included
administration fees of $42,000 in fiscal 2016 and fiscal 2015. Office expenses
and management information system fees increased to $62,915 in fiscal 2016 from
$710. The increase was primarily due to travel expenses incurred promoting the
Company of $14,316 compared to $Nil in 2015 and rent for the Denver office of
$45,000 in fiscal 2016 compared to $Nil in 2015. The Company incurred
consulting fees of $302,970 in 2016 relating to investment bankers and the
transaction with Paltar totalling $122,970 compared to $Nil in 2015. The
Company also accrued $180,000 in consulting and management fees for Mr. Lotito
in the year ended March 31, 2016 compared to $Nil in the previous year. Legal
fees increased to $694,757 in fiscal 2016 from $47,759 in the prior fiscal year
mainly due to legal fees associated with the Paltar agreement.  Transfer agent
fees decreased to $15,511 in fiscal 2016 from $17,624 in fiscal 2015. 
Accounting fees increased to $39,600 for the year ended March 31, 2016 from $28,710
in the prior year ended March 31, 2015. The increase in fiscal 2016 is
primarily due to increased activity in the Company.


---



Liquidity and Financial Condition Working Capital Year Ended March 31, 2016
 Year Ended March 31, 2015Current Assets
 $1,334
 $47,479Current Liabilities
 $11,178,944
 $1,659,674Working Capital (Deficiency)
 $(11,177,610)
 $(1,612,195)
  Cash Flows Year Ended March 31, 2016
 Year Ended March 31, 2015Cash flows (used in) Operating
  Activities
 $(998,295)
 $(239,915)Cash flows provided by Investing
  Activities
 $Nil
 $NilCash flows provided by Financing
  Activities
 $921,804
 $112,513Effect of exchange rate changes on
  cash
 $30,346
 $172,132Net Increase (decrease) in cash
 $(46,145)
 $44,730
 Operating Activities Net
cash (used in) operating activities was $(998,295) in the year ended March 31, 2016
compared with net cash (used in) operating activities of $(239,915) in the same
period in 2015.  The increase in cash (used in) operating activities is mainly
attributed to an increase in the net (loss) for the current year of ($4,613,220)
from a net loss of $(319,764) in fiscal 2015. Investing
Activities Net
cash provided by investing activities amounted to $Nil for both years. Financing
Activities Net
cash provided by financing activities was $921,804 in the year ended March 31, 2016
compared to net cash provided by financing activities of $112,513 in the year
ended March 31, 2015.  All activities derive from loan proceeds from related
parties and third parties. The effect of exchange rate changes on cash was a
gain of $30,346 in the year ended March 31, 2016 compared to $172,132 for the
year ended March 31, 2015. Some of our loans and accrued interest are incurred
and calculated in Canadian dollars while the reporting currency is the US
dollar.  The value of the Canadian dollar in the fiscal year ended March 31, 2016
decreased resulting in a smaller gain on translation compared to consistent and
higher values of the Canadian dollar during the prior fiscal periods.


---



Loans Payable  We entered into
loan agreements with Caravel and John Hislop in 2003 and 2004 to fund
operations.Caravel
is a private management company that is wholly-owned by John Hislop, our chief
financial officer and director.The terms of these loan agreements
provided that any principal amount outstanding is payable upon demand and bears
interest at 15% per annum, payable quarterly. On March 31, 2006, we
consolidated and restructured the loans.  As part of the restructuring, we
borrowed an additional C$250,000 (US $203,932).  The new loan bore interest at
15% per annum, calculated and compounded monthly and payable quarterly. Any
principal amount outstanding under the loan was payable upon demand.  The loan was
payable in Canadian dollars and was secured by a Promissory Note.As of July 28, 2015, the principal balance of the loan
and accrued interest payable totalling $1,108,165 were settled in full as part
of the debt settlement agreement described below.  On July 18, 2014, we entered into a
promissory note with an officer and director, John Hislop for US$50,000. The
loan bore interest calculated quarterly, not in advance, at a rate of 15% per
annum.  The note was payable upon demand by Mr. Hislop, both before and after
each of maturity, default and judgement commencing effective July 18, 2014. As
of July 28, 2015, the principal balance of the loan and accrued interest
payable totalling $ 57,726 were settled in full as part of the debt settlement
agreement described below.  On September 2, 2014, we entered into
a promissory note with an officer and director, John Hislop for C$20,000
(US$16,012). The loan bore interest calculated quarterly, not in advance, at a
rate of 15% per annum. The note was payable upon demand by Mr. Hislop, both
before and after each of maturity, default and judgement commencing effective
September 2, 2014. As of July 28 2015, the principal balance of the loan and
accrued interest payable totalling $17,690 were settled in full as part of the
debt settlement agreement described below.  On January 29, 2015, we entered into a
promissory note with an officer and director, John Hislop (“Lender”) for
C$50,000 (US$40,030). The loan bore interest calculated quarterly, not in
advance, at a rate of 15% per annum. The note was payable upon demand by the
Lender, both before and after each of maturity, default and judgement
commencing effective January 29, 2015. As of July 28, 2015, the principal
balance of the loan and accrued interest payable totalling $41,612 were settled
in full as part of the debt settlement agreement described below.  On April 21, 2015, we entered into a
debt settlement and subscription agreement with our chief financial officer and
director, John Hislop whereby we agreed to settle a portion of the
indebtedness, in the amount of $1,340,000, by allotting and issuing to John
Hislop 134,000,000 shares of our common stock at a deemed price of $0.01 per
share.  On April 24, 2015, we announced that we had issued 134,000,000 shares
of our common stock at a deemed price of $0.01 per share to Mr. Hislop. 
However, due to a technical flaw in the process of adopting the amendment to our
Articles of Incorporation (announced on February 3, 2014), we were only
authorized to issue 100,000,000 shares of our common stock on April 23, 2015,
and the issuance to Mr. Hislop on April 23, 2015, was therefore void.  On June
29, 2015, we sent to our shareholders a proxy statement for a shareholder meeting
to be held July 22, 2015, at which meeting we proposed to rectify the technical
flaw in our earlier effort to increase our authorized capital.  On July 28,
2015, we closed the debt settlement agreement and reissued the 134,000,000
shares to Mr. Hislop pursuant to the debt settlement and subscription agreement
which settled a debt to Mr. Hislop equal to $1,340,000 immediately following
shareholder approval of the increase in our authorized capital on July 23,
2015. The shares were valued at $4,690,000 ($0.035 per share based upon market
price). The Company recorded a loss on extinguishment of debt of $3,350,000. As
of August 4, 2015, Paltar Nation Limited Partnership (“Paltar Nation”) entered
into a secured convertible note purchase agreement with David N. Siegel Dynasty
Trust dated November 16, 2015 (the “2015 Secured Note Purchase Agreement”),
pursuant to which Paltar Nation issued a secured convertible promissory note in
the principal amount of $584,000 in consideration for $584,000.  The secured
convertible promissory note bears interest at the rate of 10% per annum (15%
per annum on and after the maturity date or an Event of Default (as defined
below)) and matures on August 4, 2016.  The entireunpaid
principal sum of the secured convertible promissory note will become
immediately due and payable upon a material breach by (a) Paltar Nation of the
note, another note or the 2015 Secured Note Purchase Agreement, or (b) Wotan
Group Limited, an Australian limited company, of the Wotan Pledge, described
below, in each case that is not cured within 30 days of such breach (referred
to as an “Event of Default”).


---



The
2015 Secured Note Purchase Agreement also contemplates sales of additional
secured convertible promissory notes up to an aggregate maximum of $5,000,000
(including the initial $584,000 sale to David N. Siegel Dynasty Trust dated
November 16, 2015).  The secured convertible promissory note issued to Michael
B. Cox, described below, has been issued pursuant to the 2015 Secured Note
Purchase Agreement. Upon
a sale of Paltar Nation’s limited partnership interests (“Interests”) in a
single transaction or a series of related transactions yielding gross cash
proceeds to Paltar Nation of at least $20,000,000 (including $584,000 from the
sale of the secured convertible promissory note to David N. Siegel Dynasty
Trust dated November 16, 2015 and including $100,000 from the sale of the
secured convertible promissory note to Michael B. Cox) on or before the
maturity dates of the notes (the “Qualified Financing”), the principal and any
accrued but unpaid interest under the notes will automatically be converted
into Interests.  The Interests to be issued to David N. Siegel Dynasty Trust dated
November 16, 2015 upon conversion will be equal to the quotient obtained by
dividing (i) the entire principal amount of the note plus any accrued but
unpaid interest under the note by (ii) 80.00% of the per-Interest price of the
Interests sold to persons other than David N. Siegel Dynasty Trust dated
November 16, 2015 and other holders of the notes, if any, in the Qualified
Financing. In
connection with the secured convertible note purchase agreement, Paltar Nation
entered into a pledge agreement dated as of August 4, 2015 with Wotan Group
Limited (the “Wotan Pledge”), pursuant to which Wotan Group Limited pledged to each
of David N. Siegel Dynasty Trust dated November 16, 2015 and any future secured
noteholders pursuant to the 2015 Secured Note Purchase Agreement (of which
Michael B. Cox is one) a continuing first priority security interest in a
number of Wotan Group Limited’s shares of Paltar Petroleum Limited equal to
five multiplied by the sum of the aggregate outstanding principal amounts owed
under each noteholder’s respective note and Paltar Nation agreed to pay a
commitment fee to Wotan Group Limited equal to $250,000 from the proceeds of
the secured convertible promissory notes upon the receipt by Paltar Nation of
proceeds from the sale of such notes equal to or greater than $2,500,000 in the
aggregate and an additional commitment fee of $250,000 upon conversion of all
of such notes.  As ofMarch 31, 2016, the principal balance of the loan was $584,000 and
accrued interest payable of $38,400.  On August 5, 2015, we entered into a
promissory note with an officer and director, John Hislop for C$10,000
(US$7,623). The loan bears interest calculated quarterly, not in advance, at a
rate of 15% per annum. The note is payable upon demand by Mr. Hislop, both
before and after each of maturity, default and judgement commencing effective
August 5, 2015. The principal sum and all accrued and unpaid interest will
become due and payable on August 5, 2017. As ofMarch 31, 2016, the principal balance of the loan was $7,700 and
accrued interest payable of $8,456.  On August 25, 2015, we entered into a
promissory note with an officer and director, John Hislop for $10,000. The loan
bears interest calculated quarterly, not in advance, at a rate of 15% per
annum. The note is payable upon demand by Mr. Hislop, both before and after
each of maturity, default and judgement commencing effective August 25, 2015. The
principal sum and all accrued and unpaid interest will become due and payable
on August 25, 2017. As ofMarch 31, 2016,
the principal balance of the loan was $10,000 and accrued interest payable of $896.  On September 10, 2015, we entered into
a promissory note with an officer and director, John Hislop for C$6,000
(US$4,528). The loan bears interest calculated quarterly, not in advance, at a
rate of 15% per annum. The note is payable upon demand by Mr. Hislop, both
before and after each of maturity, defaultand
judgement commencing effective September 10, 2015. The principal sum and all
accrued and unpaid interest will become due and payable on September 10, 2017.
As ofMarch 31, 2016, the principal
balance of the loan was $4,620 and accrued interest payable of $385.


---



On September 24, 2015, we entered into
a promissory note with an officer and director, John Hislop for $5,000. The
loan bears interest calculated quarterly, not in advance, at a rate of 15% per
annum. The note is payable upon demand by Mr. Hislop, both before and after
each of maturity, default and judgement commencing effective September 24,
2015. The principal sum and all accrued and unpaid interest will become due and
payable on September 24, 2017. As ofMarch
31, 2016, the principal balance of the loan was $5,000 and accrued
interest payable of $386.  On September 30, 2015, Paltar Nation
entered into a promissory note with a director, David N. Siegel Dynasty Trust dated
November 16, 2015 for $14,210. The loan bears interest at a rate of 10% per
annum from the disbursement date of the funds. The principal sum and all
accrued and unpaid interest will become due and payable on September 30, 2016.
As ofMarch 31, 2016, the principal
balance of the loan was $14,210 and accrued interest payable of $907.  On October 29, 2015, the Company
entered into a promissory note with a related party, John Hislop for $7,960.
The loan bears interest calculated quarterly, not in advance, at a rate of 15%
per annum. The note is payable upon demand by Mr. Hislop, both before and after
each of maturity, default and judgement commencing effective October 29, 2015. The
principal sum and all accrued and unpaid interest will become due and payable
on October 29, 2022. As of March 31, 2016, the principal balance of the loan
was $7,960 and accrued interest payable of $507. On
November 27, 2015, pursuant to the 2015 Secured Note Purchase Agreement, Paltar
Nation issued a secured convertible promissory note to Michael B. Cox in the
principal amount of $100,000 in consideration for $100,000.  The secured
convertible promissory note bears interest at the rate of 10% per annum (15%
per annum on and after the maturity date or an Event of Default) and matures on
November 30, 2016.  The entire unpaid principal sum of the secured convertible
promissory note will become immediately due and payable upon an Event of
Default. The Interests to be issued to Michael B. Cox upon conversion will be
equal to the quotient obtained by dividing (i) the entire principal amount of
the note plus any accrued but unpaid interest under the note by (ii) 80.00% of
the per-Interest price of the Interests sold to persons other than Michael B.
Cox and other holders of the notes, if any, in the Qualified Financing. The
note is secured by the Wotan Pledge.  As of March 31, 2016, the principal
balance of the loan was $100,000 and accrued interest payable of $4,247.  On March 31, 2016, Paltar Nation
entered into a promissory note with a director, David N. Siegel Revocable Trust
2009 for $188,483. The loan bears interest at a rate of 10% per annum from the
disbursement date of the funds. The principal sum and all accrued and unpaid
interest will become due and payable on March 31, 2017. As ofMarch 31, 2016, the principal balance of
the loan was $188,483 and accrued interest payable of $1,698. Future Financings As
of March 31, 2016, we had cash of $1,334.We
currently do not have sufficient funds to acquire and develop any opportunities,
including the opportunity presented by our first amendment to the thirdamended and restated agreement with Paltar
Petroleum.  Paltar Nation was formed for
the purpose of funding exploration expenditures required to be provided by the
wholly-owned subsidiary of Nation Energy Inc., Nation Energy (Australia) Pty
Ltd., which is expected to become a wholly-owned subsidiary of Paltar Nation,
to explore and develop all or a portion of 775,292 acres of certain Australian
exploration permits. We also anticipate continuing to rely on shareholder loans
or equity sales of our common stock in order to fund our business operations.  
Issuances of additional shares will result in dilution to our existing
stockholders.  There is no assurance that we will achieve any additional sales
of our equity or arrange for more debt or other financing to fund any future
activities.


---



Off-Balance Sheet Arrangements We
have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to stockholders. New Accounting Pronouncements  Accounting
standards-setting organizations frequently issue new or revised accounting
rules. We regularly review all new pronouncements that have been issued to
determine their impact, if any, on our financial statements. In
May 2014, the FASB issued ASU No. 2014-09, ”Revenue from Contracts with
Customers,” which requires an entity to recognize the amount of revenue to
which it expects to be entitled for the transfer of promised goods or services
to customers.  The ASU will replace most existing revenue recognition guidance
in U.S. GAAP when it becomes effective.  The new standard is effective for the
Company on December 15, 2017.  Early application is not permitted. The standard
permits the use of either the retrospective or cumulative effect transition
method. The Company is evaluating the effect that ASU 2014-09 will have on its
financial statements and related disclosures.  The Company has not yet selected
a transition method nor has it determined the effect of the standard on its
ongoing financial reporting. In August 2015, the FASB issued ASU No. 2015-14 to
defer the effective date of ASU No. 2014-09. The amendment defers the effective
date of ASU No. 2015-14 by one year. The new standard is effective for the
Company on December 15, 2018. In
June 2014, the FASB issued ASU No. 2014-10 “Development Stage Entities (Topic
915): Elimination of Certain Financial Reporting Requirements, Including an
Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”
(“ASU 2014-10”). ASU 2014-10 addresses the cost and complexity associated with
the incremental reporting requirements for development stage entities, such as
start-up companies, without compromising the availability of relevant
information and eliminates an exception provided to development stage entities
in Topic 810, Consolidation, for determining whether an entity is a variable
interest entity on the basis of the amount of investment equity that is at
risk. The Company elected to apply ASU 2014-10 effective the quarter ended September
30, 2014.  ASU 2014-10 impacts financial statement presentation only and
removes the requirement to present additional inception-to-date information.  In
August 2014, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial
Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about
an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU
2014-15 is intended to define management’s responsibility to evaluate whether
there is substantial doubt about an entity’s ability to continue as a going
concern and to provide related footnote disclosures. Specifically, ASU 2014-15
provides a definition of the term substantial doubt and requires an assessment
for a period of one year after the date that the financial statements are
issued (or available to be issued). It also requires certain disclosures when
substantial doubt is alleviated as a result of consideration of management’s
plans and requires an express statement and other disclosures when substantial
doubt is not alleviated. The new standard will be effective for reporting
periods beginning after December 15, 2016, with early adoption permitted.  The
Company will evaluate the going concern considerations in this ASU; however, as
of the current period, management believes that is current disclosures meet the
requirement under this ASU.  In
January 2015, the FASB issued ASU No. 2015-01, “Income Statement –
Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement
Presentation by Eliminating the Concept of Extraordinary Items”. This ASU is
effective for annual and interim reporting periods beginning after December 15,
2015. ASU No. 2015-01 eliminates the concept of extraordinary items. 
Management does not anticipate that this accounting pronouncement will have any
material future effect on the Company’s consolidated financial statements.


---



In February
2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to
the Consolidation Analysis. This ASU is effective for annual and interim reporting
periods beginning after December 15, 2015. ASU No 2015-02 amends the analysis
required by a reporting entity to determine if it should consolidate certain
types of legal entities. Management does not anticipate that this accounting
pronouncement will have any material future effect on our consolidated
financial statements.  In April 2015,
the FASB issued ASU No. 2015-03, “Interest – Imputation of Interest (Subtopic
835-30): Simplifying the Presentation of Debt Issuance Costs”. This ASU is
effective for annual and interim periods beginning after December 15, 2015. ASU
No. 2015-03 changes the presentation of debt issuance costs in financial
statements. Management does not anticipate that this accounting pronouncement
will have a material future effect on the Company’s consolidated financial
statements.  Application of Critical Accounting
Policies The
financial statements of our company have been prepared in accordance with
generally accepted accounting principles in the United States. Because a
precise determination of many assets and liabilities is dependent upon future
events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgment. The
financial statements have, in management’s opinion, been properly prepared
within reasonable limits of materiality and within the framework of the critical
accounting policies summarized below: Estimates Our
financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles used in the United States.  Preparing
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, and expenses. 
These estimates and assumptions are affected by management’s application of
accounting policies.  We believe that understanding the basis and nature of the
estimates and assumptions involved with the following aspects of our financial
statements is critical to an understanding of our financials.  Actual results
could differ from those estimates. Fair
Value of Financial Instruments Fair
value estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of March 31, 2016. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts payable, and accounts payable to a related party. Fair values were
assumed to approximate carrying values for these financial instruments because
they are short term in nature and their carrying amounts approximate fair
values or they are payable on demand. Revenue Recognition Oil
and natural gas revenues were recorded using the sales method whereby our
company recognized oil and natural gas revenue based on the amount of oil and
gas sold to purchasers when title passes, the amount is determinable and
collection is reasonably assured.  Actual sales of gas are based on sales, net
of the associated volume charges for processing fees and for costs associated
with delivery, transportation, marketing, and royalties in accordance with
industry standards.  Operating costs and taxes are recognized in the same
period of which revenue is earned.


---



ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Not applicable. ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”). The following audited financial statements are filed as part of this annual report: Report of Independent Registered Public Accounting Firm, June 29, 2016 – SingerLewak, LLP Report of Independent Registered Public Accounting Firm, June 3, 2015 – StarkSchenkein, LLP Condensed Consolidated Balance Sheets at March 31, 2016 and 2015 Condensed Consolidated Statements of Operations and Comprehensive Loss for the years ended March 31, 2016 and 2015 Condensed Consolidated Statements of Changes in Stockholders' Deficit for the years ended March 31, 2016 and 2015 Condensed Consolidated Statements of Cash Flows for the years ended March 31, 2016 and 2015 Notes to the Financial Statements


---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and ShareholdersNation Energy, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Nation Energy, Inc. and subsidiaries as of March 31, 2016, and the related consolidated statements of operations and comprehensive loss,stockholders’(deficit), and cash flows for the year then ended. 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 audit.

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

In our opinion, the consolidated 2016 financial statements referred to above present fairly, in all material respects, the financial position of Nation Energy, Inc. and subsidiaries as of March 31, 2016, and the results of their operations and their cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, has no current source of operating revenues, and needs to secure financing to remain a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/SingerLewak, LLPDenver, COJune 30, 2016



---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of DirectorsNation Energy, Inc.

We have audited the accompanying balance sheets of Nation Energy, Inc., as of March 31, 2015 and 2014, and the related statements of operations, stockholders' (deficit), and cash flows for the years then ended. 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 Nation Energy, Inc., as of March 31, 2015 and 2014, and the results of its operations, stockholders' (deficit), and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, has no current source of operating revenues, and needs to secure financing toremain a going concern. These factors raise substantial doubt about the Companys ability to continue asa going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ StarkSchenkein, LLP

Denver, ColoradoJune 3, 2015

---



Nation Energy, Inc.Condensed Consolidated
  Balance SheetsMarch 31,
 
 March 31,2016
 
 2015ASSETSCurrent
  assets:Cash
 $          1,334
 
 $      47,479Total
  current assets
 1,334
 
 47,479Non-current
  assets:Petroleum and natural gas interests
 29,559,563
 
 -Total
  non-current assets
 29,559,563
 
 $            
  -Total
  assets
 $ 
  29,560,897
 
 $     
  47,479LIABILITIES AND STOCKHOLDERS' EQUITY
  (DEFICIT)Current
  liabilities:Accounts payable
 $    9,710,946
 
 $      12,282Accounts payable and accrued expenses - related party
 497,842
 
 774,456Loans payable - related party, current
 827,698
 
 872,936Loans payable - current
 104,247
 
 -Total
  current liabilities
 11,140,733
 
 1,659,674Long
  term liabilitesLoans payable - related party, noncurrent
 38,211
 
 112,97711,178,944
 
 1,772,651Stockholders'
  equity (deficit)Common stock, no par value; 5,000,000,000
 $    1,356,020
 
 $      16,020shares authorized; 150,020,000 (2016) and 16,020,000(2015) shares issued and outstandingObligation to issue shares
 20,000,000
 
 -


---



Additional paid-in capital
 10,218,380
 
 6,868,380Accumulated (deficit) prior to the development stage
 (6,839,714)
 
 (6,839,714)Accumulated (deficit) during the development stage
 (6,398,445)
 
 (1,785,225)Accumulated comprehensive income:Foreign currency translation income
 45,713
 
 15,367Total
  stockholders' equity (deficit)
 18,381,953
 
 (1,725,172)Total
  liabilities and stockholders' equity (deficit)
 $ 
  29,560,897
 
 $     
  47,479The accompanying notes are an
  integral part of these financial statements


---



Nation Energy, Inc.Condensed Consolidated
  Statements of Operations and Comprehensive LossFor the Years Ended March
  31, 2016 and 2015For the Years EndedMarch 31,
 
 March 31,2016
 
 2015Revenue:
 
 $              -
 
 $                    -Direct
  expenses:Royalties
 
 -
 
 -Operating
 
 -
 
 -Operating income
 
 -
 
 -General and administrative expenses
 
 1,157,753
 
 136,803Income (loss) before other income (expense)
 
 (1,157,753)
 
 (136,803)Other
  income (expense):(Loss) on extinguishment of debt
 
 (3,350,000)
 
 -Interest (expense)
 
 (105,468)
 
 (182,961)Total
  other income (loss)
 
 (3,455,468)
 
 (182,961)Net
  loss
 
 (4,613,220)
 
 (319,764)Foreign currency translation gain (loss)
 
 45,713
 
 172,132Comprehensive loss
 
 $ 
  (4,567,508)
 
 $         
  (147,632)Per share information:Weighted average number ofcommon shares outstanding- basic and diluted
 
 150,020,000
 
 16,020,000Net loss per commonshare - basic and diluted
 
 $        (0.030)
 
 $              (0.009)


---



The accompanying notes are an integral part of these financial statements


---



Nation Energy, Inc.Condensed Consolidated Statement of Changes in Stockholders' Equity DeficitFor the Years Ended March 31, 2016 and 2015Accumulated

   

   Accumulated(Deficit)

   

   (Deficit)Common Stock

   

   Additional

   

   Obligation

   

   Accumulated

   

   Prior to the

   

   During the

   

   TotalNumber of

   

   

   

   Paid-in

   

   to issue

   

   Comprehensive

   

   Development

   

   Development

   

   Stockholders' EquityShares

   

   Amount

   

   Capital

   

   Shares

   

   Income (loss)

   

   Stage

   

   Stage

   

   (Deficit)Balance at March 31, 2013

   

   

   16,020,000

   

   16,020

   

   6,868,380

   

   

   

   (245,036)

   

   (6,839,714)

   

   (1,214,152)

   

   (1,414,502)Comprehensive income

   

   

   

   

   

   

   

   

   

   

   88,272

   

   

   

   

   

   88,272Net loss

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   (251,309)

   

   (251,309)Balance at March 31, 2014

   

   

   16,020,000

   

   16,020

   

   6,868,380

   

   

   

   (156,765)

   

   (6,839,714)

   

   (1,465,461)

   

   (1,577,540)Comprehensive income

   

   

   

   

   

   

   

   

   

   

   172,132

   

   

   

   

   

   172,132Net loss

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   (319,764)

   

   (319,764)Balance at March 31, 2015

   

   

   16,020,000

   

   16,020

   

   6,868,380

   

   

   

   15,367

   

   (6,839,714)

   

   (1,785,225)

   

   (1,725,172)Comprehensive income

   

   

   

   

   

   

   

   

   

   

   30,345

   

   

   

   

   

   30,345Share issuance, debt settlement

   134,000,000

   

   1,340,000

   

   3,350,000

   

   

   

   

   

   

   

   

   

   4,690,000Shares for exploration permits

   

   

   

   

   

   

   20,000,000

   

   

   

   

   

   

   

   20,000,000Net loss

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   (4,613,220)

   

   (4,613,220)Balance at March 31, 2016

   

   

   150,020,000

   

   1,356,020

   

   10,218,380

   

   20,000,000

   

   45,712

   

   (6,839,714)

   

   (6,398,445)

   

   18,381,953The accompanying notes are an integral part of these financial statements


---



Nation Energy, Inc.Condensed Consolidated Statements of Cash FlowsFor the Years March 31, 2016 and 2015For the Years EndedMarch 31,

   

   March 31,2016

   

   2015Cash flows from operating activities:Net (loss)

   $ (4,613,220)

   

   $     (319,764)Adjustments to reconcile net loss to net cashprovided by (used in) operating activities:Loss on extinguishment of debt

   3,350,000

   

   -Changes in working capital:Increase in accounts payable

   894,741

   

   2,182Increase (decrease) in accounts payable -related party

   (629,815)

   

   77,667Net cash (used in) operating activities

   (998,295)

   

   (239,915)Cash flows from investing activities:Net cash provided by investing activities

   -

   

   -Cash flows from financing activities:Proceeds from loan payable - related party

   821,804

   

   112,513Proceeds from loan payable

   100,000

   

   -Net cash provided by financing activities

   921,804

   

   112,513Effect of currency rate change gain

   30,346

   

   172,132Net increase (decrease) in cash

   (46,145)

   

   44,730Beginning balance, cash

   47,479

   

   2,749Ending balance, cash

   $         1,334

   

   $        47,479Non-cash investing and financing activities:Share issuance for debt settlement

   $  1,340,000

   

   -Obligation to issue shares

   20,000,000

   

   -Petroleum and natural gas interests

   29,559,563

   

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


---



Nation Energy Inc. Notes to Financial Statements March 31, 2016 and 2015
  Note 1.  NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN Nation Energy Inc. (the “Company”), was incorporated on April 19, 1988, in the State of Florida as Excalibur Contracting, Inc.  The Company was reincorporated as a Delaware corporation and changed its name to Nation Energy, Inc. in February 2000. On June 13, 2003, the Company reincorporated as a Wyoming corporation.  The Company was an oil and gas exploration, development and production company with properties located in Alberta Canada. Effective June 1, 2008, the Company sold all of its oil and gas properties in the Smoky Hill area of Alberta and is currently reviewing other prospects. Following the sale of all of our oil and gas operations effective June 1, 2008, we began to actively seek new oil and gas opportunities.  OnOctober 11, 2013, we entered into a letter agreement with Paltar Petroleum Limited, an Australian company, pursuant to which we agreed to acquire four exploration and development permits and twenty-nine applications for exploration and development permits in respect of prospective acreage located in northern Australia.  On March 31, 2014, we amended this letter agreement and, on November 27, 2014, we amended and restated the letter agreement to add additional exploration properties and provide for new closing terms.  On June 13, 2015, we entered into a second amended and restated agreement, replacing in its entirety the amended and restated agreement dated November 27, 2014. On August 28, 2015, we entered into a third amended and restated agreement, replacing in its entirety the second amended restated agreement dated June 13, 2015. Also on August 30, 2015, and pursuant to the terms of the third amended and restated letter agreement (the “Agreement”), Paltar or its wholly-owned subsidiary, Officer Petroleum Pty Ltd (“Officer”), and our wholly-owned subsidiary, Nation Energy (Australia) Pty Ltd., entered into seven separate earning agreements and an option agreement. Effective December 17, 2015, the Company entered into a first amendment to the third amended and restated agreement to extend the time allowed for certain actions contemplated in the third amended and restated agreement and to provide further information concerning the additional earning agreements as such term is defined in the third amended and restated agreement. Also effective December 17, 2015, the seven earning agreements were amended to make compatible extensions of time for actions contemplated by the third amended and restated agreement and to extend the deadline for cash payments under the earning agreements. Effective February 8, 2016, the Company entered into a second amendment to the third amended and restated agreement to extend again the time allowed for certain actions contemplated in the third amended and restated agreement.Also effective February 8, 2016, the seven earning agreements were amended to make compatible extensions of time for actions contemplated by the third amended and restated agreement. Effective February 12, 2016, the Company entered into an amendment to the option agreement to change the purchase price for the assets subject to the option. Effective May 31, 2016, the Company entered into a third amendment to the third amended and restated agreement to revise the payment of consideration by Nation contemplated in the third amended and restated agreement.Also effective May 31, 2016, the seven earning agreements were amended to make compatible changes in consideration payable by Nation Australia and Nation contemplated by the third amended and restated agreement, and the option agreement was terminated.(see Note 3 for further details).To implement any new business plan, significant financing will be required and the Company will need to be successful in its efforts to identify, acquire and develop a new business venture.  The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.  The Company has incurred losses since inception of ($13,238,159) has both a working capital and a stockholders’ deficit of ($11,177,610) and is reliant on raising capital to implement its business plan.  The Company is currently in the development stage as defined by Accounting Standards Codification subtopic 915-10 “Development Stage Entities” (“ASC 915-10”).  Upon the sale of all of its oil and gas assets, the Company re-entered the exploration stage.   Consequently, its operations are subject to all the risks inherent in the establishment of a new business enterprise.  For the period from inception


through June 1, 2008, the Company has accumulated a deficit of ($6,839,714) and a deficit accumulated during the development stage of ($6,398,445).


---



The Company’s ability to continue as a going concern is contingent upon being able to secure financing and attain sustained profitable operations.  The Company is pursuing financing for its operations.  The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.  Certain prior year amounts have been reclassified for comparative purposes.  Note 2.  SIGNIFICANT ACCOUNTING POLICIES  Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.  Estimates  The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  The Company regularly evaluates estimates and assumptions.  The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.  The exact results experienced by the Company may differ materially and adversely from the Company’s estimates.  Foreign Currency Translation  The Company’s reporting currency is the United States dollar.  The functional currency of the Company is the United States dollar.  Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.  Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in other comprehensive income.  Fair Value of Financial Instruments  Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2016.  The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable and loans payable.  Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.  Net Income (Loss) Per Common Share  Basic earnings (loss) per common share calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year.  Diluted earnings (loss) per common share calculations are determined by dividing net income (loss) by the weighted


average number of common shares and dilutive common share equivalents outstanding.  During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation.


---



Impairment of Exploration Costs Assets that are not subject to amortization are tested for impairment at least annually. In assessing whether it is more likely than not an asset is impaired, the Company assess all relevant events and circumstances that could affect the significant inputs used to determine the fair value of the asset. Some examples of such events and circumstances are cost factors that could have a negative effect on cash flows, financial performance of the asset, legal and other regulatory factors, changes in management, industry and market considerations and general economic conditions. Oil and Gas Properties  The Company followed the full cost method of accounting for oil and gas operations whereby all costs associated with the acquisition, exploration for and development of oil and gas reserves, whether productive or unproductive, were capitalized. Such expenditures included land acquisition costs, drilling, exploratory dry holes, geological and geophysical costs not associated with a specific unevaluated property, completion and costs of well equipment.  Internal costs were capitalized only if they were directly identified with acquisition, exploration, or development activities.  The Company did not capitalize any internal costs.  On June 1, 2008, the Company sold its oil and gas properties, which were located in the Smoky Hill Area of Alberta, Canada. From that date the Company is considered a shell company (see Note 3).  Other Comprehensive Income (Loss)  For the years ended March 31, 2016 and 2015, the only components of comprehensive loss were foreign currency translation adjustments.  Stock-Based Compensation The Company has a stock based compensation plan whereby stock options are granted in accordance with the policies of regulatory authorities.  The Company accounts for stock-based compensation in accordance with ASC Subtopic 718 “Compensation – Stock Compensation”. (“ASC 718”)ASC 718-10 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. This ASC establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. It also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based transactions.There was no material effect on the financial statements. Revenue Recognition Oil and natural gas revenues were recorded using the sales method whereby our company recognized oil and natural gas revenue based on the amount of oil and gas sold to purchasers when title passes, the amount is determinable and collection is reasonably assured.  Actual sales of gas are based on sales, net of the associated volume charges for processing fees and for costs associated with delivery, transportation, marketing, and royalties in accordance with industry standards.  Operating costs and taxes are recognized in the same period of which revenue is earned.


---



Recent Pronouncements  Accounting standards-setting organizations frequently issue new or revised accounting rules. We regularly review all new pronouncements that have been issued to determine their impact, if any, on our financial statements. In May 2014, the FASB issued ASU No. 2014-09, ”Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.  The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective.  The new standard is effective for the Company on December 15, 2017.  Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its financial statements and related disclosures.  The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In August 2015, the FASB issued ASU No. 2015-14 to defer the effective date of ASU No. 2014-09. The amendment defers the effective date of ASU No. 2015-14 by one year. The new standard is effective for the Company on December 15, 2018. In June 2014, the FASB issued ASU No. 2014-10 “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). ASU 2014-10 addresses the cost and complexity associated with the incremental reporting requirements for development stage entities, such as start-up companies, without compromising the availability of relevant information and eliminates an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The Company elected to apply ASU 2014-10 effective the quarter ended September 30, 2014.  ASU 2014-10 impacts financial statement presentation only and removes the requirement to present additional inception-to-date information.  In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted.  The Company will evaluate the going concern considerations in this ASU; however, as of the current period, management believes that is current disclosures meet the requirement under this ASU.  In January 2015, the FASB issued ASU No. 2015-01, “Income Statement – Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items”. This ASU is effective for annual and interim reporting periods beginning after December 15, 2015. ASU No. 2015-01 eliminates the concept of extraordinary items.  Management does not anticipate that this accounting pronouncement will have any material future effect on the Company’s consolidated financial statements.  In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. This ASU is effective for annual and interim reporting periods beginning after December 15, 2015. ASU No 2015-02 amends the analysis required by a reporting entity to determine if it should consolidate certain types of legal entities. Management does not anticipate that this accounting pronouncement will have any material future effect on our consolidated financial statements.


---



In April 2015, the FASB issued ASU No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. This ASU is effective for annual and interim periods beginning after December 15, 2015. ASU No. 2015-03 changes the presentation of debt issuance costs in financial statements. Management does not anticipate that this accounting pronouncement will have a material future effect on the Company’s consolidated financial statements.  Note 3.  Oil and Gas Properties  On September 18, 2008, Nation and Netco Energy, Inc. (“Netco”), entered into a sales and purchase agreement to sell their assets in the Smoky Area of Alberta for total net proceeds of C$1,600,000.  The agreement was effective June 1, 2008. The sale of the oil and gas assets closed September 18, 2008, with a second closing in April 2009, for total net proceeds to Nation of C$1,102,939 (US $1,029,385) from Encana, plus C$160,000 (US$ 129,324) from Netco. In April 2009, the Company received its final payment from Encana pursuant to the sale of its oil and gas properties, of C$150,894 (US$ 88,689). The Company is now considered a shell company. OnOctober 11, 2013, the Company entered into a letter agreement with Paltar Petroleum Limited (“Paltar”), an Australian company, pursuant to which the Company agreed to acquire four exploration and development permits and twenty-nine applications for exploration and development permits in respect of prospective acreage located in northern Australia.  On March 31, 2014, the Company amended this letter agreement and, on November 27, 2014 and April 29, 2015, the parties amended and restated the letter agreement to add additional exploration properties and provide for new closing terms and to extend the closing date and maturity dates of certain promissory notes, respectively.  On June 13, 2015, the parties entered into a second amended and restated agreement, replacing in its entirety the amended and restated agreement dated November 27, 2014. On August 30, 2015, the Company entered into a third amended and restated agreement, replacing in its entirety the second amended restated agreement dated June 13, 2015. Also on August 30, 2015, and pursuant to the terms of the third amended and restated letter agreement, Paltar or its wholly-owned subsidiary, Officer Petroleum Pty Ltd (“Officer”), and the Company’s wholly-owned subsidiary, Nation Energy (Australia) Pty Ltd., entered into seven separate earning agreements. And also on August 30, 2015, the Company and Paltar entered into an option agreement, pursuant to which the Company may acquire exploration permits and related assets in respect of prospective acreage in Australia. Effective December 17, 2015, the Company entered into a first amendment to the third amended and restated agreement to extend the time allowed for certain actions contemplated in the third amended and restated agreement and to provide further information concerning the additional earning agreements as such term is defined in the third amended and restated agreement.Also effective December 17, 2015, the seven earning agreements were amended to make compatible extensions of time for actions contemplated by the third amended and restated agreement and to extend the deadline for cash payments under the earning agreements.Effective February 8, 2016, the Company entered into a second amendment to the third amended and restated agreement to extend again the time allowed for certain actions contemplated in the third amended and restated agreement.Also effective February 8, 2016, the seven earning agreements were amended to make compatible extensions of time for actions contemplated by the third amended and restated agreement. Effective February 12, 2016, the Company entered into an amendment to the option agreement to change the purchase price for the assets subject to the option.Effective May 31, 2016, the Company entered into a third amendment to the third amended and restated agreement to revise the payment of consideration by Nation contemplated in the third amended and restated agreement.Also effective May 31, 2016, the seven earning agreements were amended to make compatible changes in consideration payable by Nation Australia and Nation contemplated by the third amended and restated agreement, and the option agreement was terminated.To implement any new business plan, significant financing will be required and the Company will need to be successful in its efforts to identify, acquire and develop a new business venture.


---



Note 4.  Stockholders’ Equity (Deficit) Equity Incentive Plan  On May 6, 1999 the Board of Directors
adopted a stock option plan (“The Plan”) which was subsequently approved by
over 50% of our shareholders.  The Plan allows for the issuance of incentive
stock options to employees, consultants, directors, and others providing
service of special significance to our company.  The Plan is administered by
the Board of Directors.  The Plan provides for the issuance of up to 2,500,000
options.  The exercise price of each option shall be determined by the Board or
by the CEO with reference to such factors as current fair market value of the
common stock, net book value per share, other remuneration already being
received by the optionee.  No option may be exercised more than five years from
the date of grant and they vest on the date granted.  The Plan does not have an
expiry date.  At March 31, 2016 and
2015, there were no options outstanding.  Note
5.  Income Taxes  The Company accounts for income taxes
under the liability method, which provides that deferred tax assets and
liabilities are recorded based on the differences between the tax bases of
assets and liabilities and their carrying amounts for financial reporting
purposes, referred to as temporary differences.  Deferred tax assets and
liabilities at the end of each period are determined using the currently
enacted tax rates applied to taxable income in the periods in which the
deferred tax assets and liabilities are expected to be settled or realized.  The
provision (benefit) for income taxes consists of the following components:  March 31,2016
 
 
 2015Current
 
 $
 ---
 
 $
 ---Deferred
 
 $
 ---
 
 $
 ---
  The
tax effects of temporary differences and carry forwards that give rise to
significant portions of deferred tax assets and liabilities consist of the
following:  March 31,2016
 
 2015Deferred tax
  assets:Net operating loss
  carryforwards
 $
 3,360,000
 $
 1,957,000Less valuation
  allowance
 
 (3,360,000)
 
 (1,957,000)$
 ---
 $
 ---
  A
reconciliation of the statutory U.S. federal rate and effective rates is as
follows:  Statutory
  U.S. federal rate
 34.00%State
  income taxes
 --- %Total
 34.00%
  The Company’s provision for income
taxes differs from applying the statutory United States federal income tax rate
to income before income. The primary differences result from net operating
losses.


---



Net operating loss
carry-forwards of approximately $3,360,000 will expire through 2034.  The
deferred tax asset has been fully reserved at March 31, 2016.  The change in
the valuation allowance during the year ended March 31, 2016 was $1,403,000.  In December 2013, the Company received
a letter from the Department of the Treasury, Internal Revenue Service (“IRS”)
charging a penalty of $10,000 under Section 6038A of the Internal Revenue Code
for failure to provide information with respect to certain foreign-owned US
Corporations on Form 5472. In January 2014, the Company responded to the IRS
and requested an abatement of the penalties assessed. In April 2014, the
Company received another letter from the IRS requesting additional information
in order to consider our request for penalty adjustment. No accrual was made at
March 31, 2016 and, to date, this matter remains unresolved.  Note 6.  Related Party Transactions  (a)Administrative
Services Agreement During
March 2002, the Company entered into a verbal agreement with a related party,
Caravel Management Corp. (“Caravel”), in which Caravel will provide
administrative services on a month-to-month basis.  On January 1, 2009, the
Company entered into a written agreement revising the previous verbal agreement
with Caravel.  The agreement provides for administrative services, office rent
and supplies for $7,865 per month.  Subsequently, effective November 1, 2010
the Company revised its agreement with Caravel to provide administrative
services for $3,500 per month. In addition to administrative services, the
agreement also provides for office rent and supplies. Total expenses recognized
under this agreement were $42,000 for the years ended March 31, 2016 and 2015. We
currently have a compensation arrangement with Carmen J. Lotito, our Vice
President, to provide operational and management services for $20,000 per
month, on a month-to-month agreement.  (b)Loans
Payable – Related Party  We entered into
loan agreements with Caravel and John Hislop in 2003 and 2004 to fund
operations.Caravel
is a private management company that is wholly-owned by John Hislop, our chief
financial officer and director.The terms of these loan agreements
provided that any principal amount outstanding is payable upon demand and bears
interest at 15% per annum, payable quarterly. On March 31, 2006, we
consolidated and restructured the loans.  As part of the restructuring, we
borrowed an additional C$250,000 (US $203,932).  The new loan bore interest at
15% per annum, calculated and compounded monthly and payable quarterly. Any
principal amount outstanding under the loan was payable upon demand.  The loan was
payable in Canadian dollars and was secured by a Promissory Note.As of July 28, 2015, the principal balance of the loan
and accrued interest payable totalling $1,108,165 were settled in full as part
of the debt settlement agreement described below.  On July 18, 2014, we entered into a
promissory note with an officer and director, John Hislop for US$50,000. The
loan bore interest calculated quarterly, not in advance, at a rate of 15% per
annum.  The note was payable upon demand by Mr. Hislop, both before and after
each of maturity, default and judgement commencing effective July 18, 2014. As
of July 28, 2015, the principal balance of the loan and accrued interest
payable totalling $ 57,726 were settled in full as part of the debt settlement
agreement described below.  On September 2, 2014, we entered into
a promissory note with an officer and director, John Hislop for C$20,000
(US$16,012). The loan bore interest calculated quarterly, not in advance, at a
rate of 15% per annum. The note was payable upon demand by Mr. Hislop, both
before and after each of maturity, default and judgement commencing effective
September 2, 2014. As of July 28 2015, the principal balance of the loan and
accrued interest payable totalling $17,690 were settled in full as part of the
debt settlement agreement described below.


---



On January 29, 2015, we entered into a
promissory note with an officer and director, John Hislop (“Lender”) for
C$50,000 (US$40,030). The loan bore interest calculated quarterly, not in
advance, at a rate of 15% per annum. The note was payable upon demand by the
Lender, both before and after each of maturity, default and judgement
commencing effective January 29, 2015. As of July 28, 2015, the principal
balance of the loan and accrued interest payable totalling $41,612 were settled
in full as part of the debt settlement agreement described below.  On April 21, 2015, we entered into a
debt settlement and subscription agreement with our chief financial officer and
director, John Hislop whereby we agreed to settle a portion of the indebtedness,
in the amount of $1,340,000, by allotting and issuing to John Hislop
134,000,000 shares of our common stock at a deemed price of $0.01 per share. 
On April 24, 2015, we announced that we had issued 134,000,000 shares of our
common stock at a deemed price of $0.01 per share to Mr. Hislop.  However, due
to a technical flaw in the process of adopting the amendment to our Articles of
Incorporation (announced on February 3, 2014), we were only authorized to issue
100,000,000 shares of our common stock on April 23, 2015, and the issuance to
Mr. Hislop on April 23, 2015, was therefore void.  On June 29, 2015, we sent to
our shareholders a proxy statement for a shareholder meeting to be held July
22, 2015, at which meeting we proposed to rectify the technical flaw in our
earlier effort to increase our authorized capital.  On July 28, 2015, we closed
the debt settlement agreement and reissued the 134,000,000 shares to Mr. Hislop
pursuant to the debt settlement and subscription agreement which settled a debt
to Mr. Hislop equal to $1,340,000 immediately following shareholder approval of
the increase in our authorized capital on July 23, 2015. The shares were valued
at $4,690,000 ($0.035 per share based upon market price). The Company recorded
a loss on extinguishment of debt of $3,350,000. As
of August 4, 2015, Paltar Nation Limited Partnership (“Paltar Nation”) entered
into a secured convertible note purchase agreement with David N. Siegel Dynasty
Trust dated November 16, 2015 (the “2015 Secured Note Purchase Agreement”),
pursuant to which Paltar Nation issued a secured convertible promissory note in
the principal amount of $584,000 in consideration for $584,000.  The secured
convertible promissory note bears interest at the rate of 10% per annum (15% per
annum on and after the maturity date or an Event of Default (as defined below))
and matures on August 4, 2016.  The entire unpaid principal sum of the secured
convertible promissory note will become immediately due and payable upon a
material breach by (a) Paltar Nation of the note, another note or the 2015
Secured Note Purchase Agreement, or (b) Wotan Group Limited, an Australian
limited company, of the Wotan Pledge, described below, in each case that is not
cured within 30 days of such breach (referred to as an “Event of Default”). The
2015 Secured Note Purchase Agreement also contemplates sales of additional
secured convertible promissory notes up to an aggregate maximum of $5,000,000
(including the initial $584,000 sale to David N. Siegel Dynasty Trust dated
November 16, 2015). Upon
a sale of Paltar Nation’s limited partnership interests (“Interests”) in a
single transaction or a series of related transactions yielding gross cash
proceeds to Paltar Nation of at least $20,000,000 (including $584,000 from the
sale of the secured convertible promissory note to David N. Siegel Dynasty
Trust dated November 16, 2015 and including $100,000 from the sale of the
secured convertible promissory note to Michael B. Cox) on or before the
maturity dates of the notes (the “Qualified Financing”), the principal and any
accrued but unpaid interest under the notes will automatically be converted
into Interests.  The Interests to be issued to David N. Siegel Dynasty Trust dated
November 16, 2015 upon conversion will be equal to the quotient obtained by
dividing (i) the entire principal amount of the note plus any accrued but
unpaid interest under the note by (ii) 80.00% of the per-Interest price of the
Interests sold to persons other than David N. Siegel Dynasty Trust dated
November 16, 2015 and other holders of the notes, if any, in the Qualified
Financing. In
connection with the secured convertible note purchase agreement, Paltar Nation
entered into a pledge agreement dated as of August 4, 2015 with Wotan Group
Limited (the “Wotan Pledge”), pursuant to which Wotan Group Limited pledged to each
of David N. Siegel Dynasty Trust dated November 16, 2015 and any future secured
noteholders pursuant to the 2015 Secured Note Purchase Agreement a continuingfirst priority security interest in a number of Wotan
Group Limited’s shares of Paltar Petroleum Limited equal to five multiplied by
the sum of the aggregate outstanding principal amounts owed under each
noteholder’s respective note and Paltar Nation agreed to pay a commitment fee
to Wotan Group Limited equal to $250,000 from the proceeds of the secured
convertible promissory notes upon the receipt by Paltar Nation of proceeds from
the sale of such notes equal to or greater than $2,500,000 in the aggregate and
an additional commitment fee of $250,000 upon conversion of all of such notes.


---



As ofMarch 31, 2016, the principal balance of the loan was $584,000
and accrued interest payable of $38,400.  On August 5, 2015, we entered into a
promissory note with an officer and director, John Hislop for C$10,000
(US$7,623). The loan bears interest calculated quarterly, not in advance, at a
rate of 15% per annum. The note is payable upon demand by Mr. Hislop, both
before and after each of maturity, default and judgement commencing effective
August 5, 2015. The principal sum and all accrued and unpaid interest will
become due and payable on August 5, 2017. As ofMarch 31, 2016, the principal balance of the loan was $7,700 and
accrued interest payable of $8,456.  On August 25, 2015, we entered into a
promissory note with an officer and director, John Hislop for $10,000. The loan
bears interest calculated quarterly, not in advance, at a rate of 15% per
annum. The note is payable upon demand by Mr. Hislop, both before and after
each of maturity, default and judgement commencing effective August 25, 2015. The
principal sum and all accrued and unpaid interest will become due and payable
on August 25, 2017. As ofMarch 31, 2016,
the principal balance of the loan was $10,000 and accrued interest payable of $896.  On September 10, 2015, we entered into
a promissory note with an officer and director, John Hislop for C$6,000
(US$4,528). The loan bears interest calculated quarterly, not in advance, at a
rate of 15% per annum. The note is payable upon demand by Mr. Hislop, both
before and after each of maturity, default and judgement commencing effective
September 10, 2015. The principal sum and all accrued and unpaid interest will
become due and payable on September 10, 2017. As ofMarch 31, 2016, the principal balance of the loan was $4,620 and
accrued interest payable of $385.  On September 24, 2015, we entered into
a promissory note with an officer and director, John Hislop for $5,000. The
loan bears interest calculated quarterly, not in advance, at a rate of 15% per
annum. The note is payable upon demand by Mr. Hislop, both before and after
each of maturity, default and judgement commencing effective September 24,
2015. The principal sum and all accrued and unpaid interest will become due and
payable on September 24, 2017. As ofMarch
31, 2016, the principal balance of the loan was $5,000 and accrued
interest payable of $386.  On September 30, 2015, Paltar Nation
entered into a promissory note with a director, David N. Siegel Dynasty Trust dated
November 16, 2015 for $14,210. The loan bears interest at a rate of 10% per
annum from the disbursement date of the funds. The principal sum and all
accrued and unpaid interest will become due and payable on September 30, 2016.
As ofMarch 31, 2016, the principal
balance of the loan was $14,210 and accrued interest payable of $907.  On October 29, 2015, the Company
entered into a promissory note with a related party, John Hislop for $7,960.
The loan bears interest calculated quarterly, not in advance, at a rate of 15%
per annum. The note is payable upon demand by Mr. Hislop, both before and after
each of maturity, default and judgement commencing effective October 29, 2015. The
principal sum and all accrued and unpaid interest will become due and payable
on October 29, 2022. As of March 31, 2016, the principal balance of the loan
was $7,960 and accrued interest payable of $507.  On March 31, 2016, Paltar Nation
entered into a promissory note with a director, David N. Siegel Revocable Trust
2009for $188,483. The loan bears interest at a rate of 10% per annum from the
disbursement date of the funds. The principal sum and all accrued and unpaid
interest will become due and payable on March 31, 2017. As ofMarch 31, 2016, the principal balance of
the loan was $188,483 and accrued interest payable of $1,698.


---



Note 7.  Loss on Extinguishment of
Debt  On April 21, 2015, we entered into a
debt settlement and subscription agreement with our chief financial officer and
director, John Hislop whereby we agreed to settle a portion of the
indebtedness, in the amount of $1,340,000, by allotting and issuing to John
Hislop 134,000,000 shares of our common stock at a deemed price of $0.01 per
share.  On April 24, 2015, we announced that we had issued 134,000,000 shares
of our common stock at a deemed price of $0.01 per share to Mr. Hislop. 
However, due to a technical flaw in the process of adopting the amendment to our
Articles of Incorporation (announced on February 3, 2014), we were only
authorized to issue 100,000,000 shares of our common stock on April 23, 2015,
and the issuance to Mr. Hislop on April 23, 2015, was therefore void.  On June
29, 2015, we sent to our shareholders a proxy statement for a shareholder
meeting to be held July 22, 2015, at which meeting we proposed to rectify the
technical flaw in our earlier effort to increase our authorized capital.  On
July 28, 2015, we closed the debt settlement agreement and reissued the
134,000,000 shares to Mr. Hislop pursuant to the debt settlement and
subscription agreement which settled a debt to Mr. Hislop equal to $1,340,000 immediately
following shareholder approval of the increase in our authorized capital on
July 23, 2015. The shares were valued at $4,690,000 ($0.035 per share based
upon market price). The Company recorded a loss on extinguishment of debt of $3,350,000.  Note 8.  Subsequent Events  On April 8, 2016, Paltar Nation
entered into a promissory note with a director, David N. Siegel Revocable Trust
2009for $25,000. The loan will bear interest at a rate of 10% per annum. The
principal sum and all accrued and unpaid interest will become due and payable
on April 8, 2017.  On May 3, 2016, Paltar Nation entered
into a promissory note with a director, David N. Siegel Revocable Trust 2009for
$34,000. The loan will bear interest at a rate of 10% per annum. The principal
sum and all accrued and unpaid interest will become due and payable on May 3,
2017.  On May 31, 2016, we entered into a
promissory note with an officer and director, John Hislop for $23,100. The loan
bears interest calculated quarterly, not in advance, at a rate of 15% per
annumboth before and after each of maturity, default and judgement commencing
effective May 31, 2016. The principal sum and all accrued and unpaid interest
will become due and payable on May 31, 2023.  Effective May 31, 2016, Nation
Australia and Paltar amended the seven earning agreements by entering into the May
31, 2016 Earning Agreements.  Effective May 31, 2016,Nation Australia issued to Paltar a promissory note
in the principal amount ofAUD$24,322,501, with payment guaranteed by
Nation.  Effective May 31, 2016, Nation and
Paltar entered into the third amendment to the third amended and restated
agreement.  ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE None. ITEM
9A.  CONTROLS AND PROCEDURES Evaluation
of disclosure controls and procedures and remediation As
required by Rule 13a-15 under theSecurities Exchange Act of 1934,in
connection with this annual report on Form 10-K, under the direction of our
Chief Executive Officer and Chief Financial Officer, we have evaluated our
disclosure controls and procedures as of March 31, 2016, including the remedial
actions discussed below, we have concluded that, as of March 31, 2016, our
disclosure controls and
procedures were ineffective as discussed in greater detail below.  As of the date of this filing, we are still in the process of remediating such material weaknesses in our internal controls and procedures.


---



Management’s annual report on internal control over financial reporting Management is responsible for establishing and maintaining internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).  Our management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control over financial reporting as of March 31, 2016. Based on its evaluation under the framework in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that our internal control over financial reporting was not effective as of March 31, 2016, due to the existence of significant deficiencies constituting material weaknesses, as described in greater detail below.  A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Limitations on Effectiveness of Controls Our Chief Executive Officer and Chief Financial Officer does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Material Weaknesses Identified In connection with the preparation of our financial statements for the year ended March 31, 2016, certain significant deficiencies in internal control became evident to management that represent material weaknesses, including: Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During the year ended March 31, 2016, we had limited staff that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statement. This creates certain incompatible duties and lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement of our interim or annual financial statements that would not be prevented or detected; and


---



ii.Insufficient
corporate governance policies.  Although we have a code of ethics which
provides broad guidelines for corporate governance, our corporate governance
activities and processes are not always formally documented.  Specifically,
decisions made by the board to be carried out by management should be
documented and communicated on a timely basis to reduce the likelihood of any
misunderstandings regarding key decisions affecting our operations and
management. Plan
for Remediation of Material Weaknesses We
intend to take appropriate and reasonable steps to make the necessary
improvements to remediate these deficiencies.  We intend to consider the
results of our remediation efforts as part of our year-end 2016 assessment of
the effectiveness of our internal control over financial reporting. Subject
to receipt of additional financing, we intend to undertake the below remediation
measures to address the material weaknesses described in this annual report. 
Such remediation activities include the following: 1.We
intend to continue to update the documentation of our corporate governance and
internal control processes, including formal risk assessment of our financial
reporting processes. It should be
noted that a control system, no matter how well conceived or operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within our company have
been detected. These inherent limitations include the realities that judgments
in decision making can be faulty, and that breakdowns can occur because of
simple error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of internal
control is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Over time
controls may become inadequate because of changes in conditions, or the degree
of compliance with the policies or procedures may deteriorate. Because of the
inherent limitations in a cost-effective control system, misstatements due to
error or fraud may occur and not be detected. Changes
in Internal Control over Financial Reporting There
were no changes in our internal control over financial reporting during the
fiscal year ended March 31, 2016 that have materially affected or are
reasonably likely to materially affect, our internal control over financial
reporting. ITEM
9B.  OTHER INFORMATION None.


---



PART III ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE Directors
and Executive Officers Name
 Position Held with our Company
 Age
 Date First Elected or AppointedJohn R.
  Hislop
 Chief Executive Officer, Chief Financial
  Officer, President and Director
 63
 June 4, 1999 and March 15, 2016Carmen J.
  Lotito
 Vice-President
 72
 July 22, 2015David N.
  Siegel
 Chairman of the Board, and Director
 54
 July 22, 2015Darrel J.
  Causbrook
 Director
 60
 July 22, 2015
 Summary Background The
following is a brief account of the education and business experience during
the past five years of each director and executive officer, indicating the
principal occupation during that period, and the name and principal business of
the organization in which such occupation and employment were carried out. John
R. Hislop, chief executive officer, president, chief financial officer, and
director  Mr. Hislop was the President and Chief
Executive Officer of our company since October 22, 2003 and the Chairman, Chief
Financial Officer, Secretary and a Director of our company since June 1999. On
September 21, 2015, Mr. Hislop resigned from the positions of President, Chief
Executive Officer and Chairman of the Board of Directors and, effective as of
March 15, 2016, resumed his duties as our President and Chief Executive Officer
on an interim basis. Mr. Hislop remains as the Company’s Chief Financial
Officer and Director.  Since 1990, Mr. Hislop has been working as an
independent financial consultant and has served as an officer and director of
various emerging growth companies.  Mr. Hislop is currently serving as a Director
and/or Officer on the following company: Director of XXL Energy Corp. (formerly
Exxel Energy Corp.) since October 15, 2001, Chairman of the Board of XXL Energy
Corp. (formerly Exxel Energy Corp.) since July 27, 2006, President and Chief
Executive Officer of XXL Energy Corp. (formerly Exxel Energy Corp.) since
December 31, 2008.  In the past five years, Mr. Hislop has also served as a
director of the following companies: formerly a Director of Patriot Petroleum
Corp. from April 7, 1999 to February 16, 2011 (Mr. Hislop also served as
President and Chief Executive Officer of Patriot Petroleum Corp. from October
22, 2003 to November 26, 2010); and formerly a Director of Q Investments Ltd.,
(formerly Cubix Investments Ltd.), an investment holding company for various
public oil and gas companies, from February 1994 to December 2014.  Mr. Hislop
trained as a Chartered Accountant with Ernst & Young and has a bachelor of
Commerce in Finance from the University of British Columbia. Carmen
J. Lotito, vice-president  Mr. Lotito has served as a consultant
to Paltar Petroleum Limited from June 2011 to the present. Mr. Lotito serves as
a member of the Board of Directors and a member of its Audit and Compensation
Committees of Petrohunter Energy Corporation from inception February, 2006 to
the present.  Mr. Lotito served as a member of the
Board of Directors of Sweetpea Petroleum Pty Ltd (a Petrohunter Energy
Corporation wholly-owned Australian subsidiary) from November, 2005 to December
2014. Mr. Lotito served as its Chief Financial Officer of Petrohunter Energy
Corporation from February, 2006 through October, 2007 and as its Executive Vice
President of Business Development from October 2007 through June, 2009.  Mr.
Lotito served as Chief Financial Officer of GSL Energy, Inc  from April, 2005
to January, 2006.  Mr. Lotito served as a consultant and
Its Executive Vice President of Business Development of Falcon Oil & Gas
Ltd from April 1, 2005 to December, 2010. He also served as a vice president
and member of the Board of Directors of the following Falcon Oil & Gas Ltd
operating subsidiaries:  Falcon Oil & Gas USA,Inc,
a Colorado Company, TXM Oil and Gas Exploration Kft., a Hungarian limited
liability company doing business as TXM Energy, LLC, TXM Marketing Trading
& Service, LLC, a Hungarian limited liability company, FOG-TXM Kft., a
Hungarian limited liability company, JVX Energy S.R. L., a Romanian limited
liability company  and Falcon Oil & Gas Australia Pty. Ltd from April 1,
2005 to December, 2010.


---



Mr. Lotito served as a consultant and
a member of the Board of Directors of Gasco Energy, Inc including Chairman of
the Audit and Compensation Committees from November, 1999 to April, 2011. He
served as Chief Financial Officer and a Director of Galaxy Energy Corporation
and its subsidiary Dolphin Energy Corporation from April, 2004 to March, 2005.  Mr Lotito was employed by Pannell,
Kerr Forester, a national public accounting firm from March,1965 to June, 1975
as a senior accountant in audit and SEC accounting practice. Mr. Lotito earned
a B.S degree in business and accounting from the Marshall School of Business at
the University of Southern California in1967. David
N. Siegel, chairman of the board of directors, and director Mr.
Siegel was CEO of Frontier Airlines from January 2012 to May of 2015.  From
June of 2010 until December of 2011, Mr. Siegel was managing partner of Hyannis
Port Capital, Inc.  Mr. Siegel served as chairman and chief executive
officer of XOJET, Inc., a TPG Growth backed private aviation company, from
October of 2008 to May of 2010.  From June of 2004 to September of 2008, Mr.
Siegel served as chairman and chief executive officer of Gategroup, A.G.,
a Zurich based global company, which Mr. Siegel transformed from its core
airline catering business to become a complete above-the-wing solutions
provider.  At Gategroup, Mr. Siegel stepped down as Chairman in April 2009, and
remained an ordinary board member until April 2014.  Mr. Siegel recently served
as a board member of URS Corporation (NYSE: URS) and for the past eight years
has served on the Advisory Board of Trilantic Capital Partners, formerly Lehman
Brothers Private Equity.  Mr. Siegel earned a master’s degree in business
administration from Harvard Business School, with first-year honors, and a
Bachelor of Science degree, magna cum laude, in applied mathematics-economics
from Brown University. Darrel
J. Causbrook, director  Darrel
Causbrook is a Chartered Accountant with over 30 years of experience in the
accountancy profession, having worked for both large and mid-sized accounting
firms.  Over 10 years ago, Darrel established his own accounting
practice (Causbrook and Associates), providing business and strategic advice to
a variety of industries. Darrel’s professional interest includes financial
reporting and corporate governance.  He holds a Bachelor of
Commerce Degree from the University of Wollongong (1982), is a Fellow of
Institute of Chartered Accountants in Australia, Fellow of CPA Australia and
Fellow of the Taxation Institute of Australia and is a member of Australian
Institute of Company Directors. Term of Office The
directors serve until their successors are elected by the shareholders. 
Vacancies on the Board of Directors may be filled by appointment of the
majority of the continuing directors.  The executive officers serve at the
discretion of the Board of Directors. Family
Relationships None.


---



Involvement in Certain
Legal Proceedings Our directors and executive officers have
not been involved in any of the following events during the past ten years: 1.any bankruptcy petition
filed by or against any business of which such person was a general partner or
executive officer either at the time of the bankruptcy or within two years prior
to that time; 2.any conviction in a
criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); 3.being
subject to any order, judgment, or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities; or 4.being
found by a court of competent jurisdiction (in a civil action), the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended, or vacated; 5.being
the subject of, or party to, any federal or state judicial or administrative
order, judgment, decree, or finding not subsequently reversed, suspended or
vacated relating to an alleged violation of: (i) any federal or state
securities or commodities law or regulation; or (ii) any law or regulation
respecting financial institutions or insurance companies including, but not
limited to, a temporary or permanent injunction, order of disgorgement or
restitution, civil money penalty or temporary or permanent cease-and-desist
order, or removal or prohibition order, or (iii) any law or regulation
prohibiting mail or wire fraud or fraud in connection with any business entity;
or 6.being
the subject of, or a party to, any sanction or order, not subsequently
reversed, suspended or vacated, of any self-regulatory organization (as defined
in Section 3(a) (26) of the Securities Exchange Act of 1934), any registered
entity (as defined in Section 1(a) (29) of the Commodity Exchange Act), or any
equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member. Committees
of the Board We
currently have an audit committee consisting of all of our directors. Our board
of directors does not have any other committees. Audit Committee We
are a reporting issuer in the Province of British Columbia and National
Instrument 52-110Audit Committeesof the Canadian Securities
Administrators requires our company, as a venture issuer, to disclose annually
in our annual report certain information concerning the constitution of our
audit committee and our relationship with our independent auditor. Our
audit committee consists of each of our directors, Mr. Hislop, Mr. Siegel and
Mr. Causbrook. Because Mr. Hislop is an executive officer of our company, he is
not independent. Our
board of directors has determined that it does not have an audit committee member
who qualifies as an "audit committee financial expert" as defined in
Item 407(d)(5)(ii) of Regulation S-K.  We believe thateach
of the members of the Audit Committee are financially literate and are capable
of analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting.  In addition, we believe that
retaining an independent director who would qualify as an "audit committee
financial expert" would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and
the fact that we have generated minimum revenues to date.


---



Since the commencement of our
company’s most recently completed financial year, our company has not relied on
the exemptions contained in sections 2.4 or 8 of National Instrument 52-110. 
Section 2.4 (De Minimis Non-audit Services) provides an exemption from the
requirement that the audit committee must pre-approve all non-audit services to
be provided by the auditor, where the total amount of fees relates to the
non-audit services are not expected to exceed 5% of the total fees payable to
the auditor in the fiscal year in which the non-audit services were provided. 
Section 8 (Exemptions) permits a company to apply to a securities regulatory
authority for an exemption from the requirements of National Instrument 52-110
in whole or in part. We are relying on the exemption provided by section 6.1 of
NI 52-110 which provides that we, as a venture issuer, are not required to
comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting
Obligations) of NI 52-110.  The audit committee has adopted
specific policies and procedures for the engagement of non-audit services as
set out in the Audit Committee Charter of our company. In meeting its
responsibilities, the Audit Committee is expected to select the independent
accountants, considering independence and effectiveness, approve all audit and
non-audit services in advance of the provision of such services and the fees
and other compensation to be paid to the independent accountants, and oversee
the services rendered by the independent accountants (including the resolution
of disagreements between management and the independent accountants regarding
preparation of financial statements) for the purpose of preparing or issuing an
audit report or related work. In addition, the Audit Committee is expected to
periodically review and discuss with the independent accountants all
significant relationships the independent accountants have with our company to
determine the independence of the independent accountants, including a review
of service fees for audit and non-audit services. Our
Audit Committee Charter was filed with the Securities and Exchange Commission
as Exhibit 99.1 to our annual report on Form 10K filed on February 9, 2011. Code of
Ethics Effective
July 13, 2004, our company's board of directors adopted a Code of Business
Conduct and Ethics that applies to, among other persons, members of our board
of directors, our company's officers including our president (being our
principal executive officer) and our company's chief financial officer (being
our principal financial and accounting officer), contractors, consultants and
advisors.  As adopted, our Code of Business Conduct and Ethics sets forth
written standards that are designed to deter wrongdoing and to promote: (1) 
honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships; (2) 
full, fair, accurate, timely, and understandable disclosure in reports and
documents that we file with, or submit to, the Securities and Exchange
Commission and in other public communications made by us; (3) 
compliance with applicable governmental laws, rules and regulations; (4) 
the prompt internal reporting of violations of the Code of Business Conduct and
Ethics to an appropriate person or persons identified in the Code of Business
Conduct and Ethics; and (5) 
accountability for adherence to the Code of Business Conduct and Ethics.


---



Our Code of Business Conduct and
Ethics requires, among other things, that all of our company's personnel shall
be accorded full access to our president and secretary with respect to any
matter which may arise relating to the Code of Business Conduct and Ethics. 
Further, all of our company's personnel are to be accorded full access to our
company's board of directors if any such matter involves an alleged breach of
the Code of Business Conduct and Ethics by our company officers. In
addition, our Code of Business Conduct and Ethics emphasizes that all
employees, and particularly managers and/or supervisors, have a responsibility
for maintaining financial integrity within our company, consistent with
generally accepted accounting principles, and federal, provincial and state
securities laws. Any employee who becomes aware of any incidents involving
financial or accounting manipulation or other irregularities, whether by
witnessing the incident or being told of it, must report it to his or her
immediate supervisor or to our company's president or secretary.  If the incident
involves an alleged breach of the Code of Business Conduct and Ethics by the
president or secretary, the incident must be reported to any member of our
board of directors.  Any failure to report such inappropriate or irregular
conduct of others is to be treated as a severe disciplinary matter.  It is
against our company policy to retaliate against any individual who reports in
good faith the violation or potential violation of our company's Code of
Business Conduct and Ethics by another. Our
Code of Business Conduct and Ethics was filed with the Securities and Exchange
Commission as Exhibit 14.1 to our annual report on Form 10-KSB filed on July
15, 2004.  We will provide a copy of the Code of Business Conduct and Ethics to
any person without charge, upon request.  Requests can be sent to: Nation
Energy Inc., RPO Box 60610 Granville Park, Vancouver, British Columbia, V6H 4B9. Stockholder
Communications with Our Board of Directors We
do not have a formal procedure for stockholder communication with our board of
directors.  In general, our board and executive officer are accessible by
telephone or mail.  During the year ended March 31, 2016 there were no material
changes to the procedures by which security holders may recommend nominees to
our board of directors. Section
16(a) Beneficial Ownership Reporting Compliance Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers and directors and persons who own more than 10% of a
registered class of our equity securities to file with the Securities and
Exchange Commission initial statements of beneficial ownership, reports of
changes in ownership and annual reports concerning their ownership of our
common stock and other equity securities, on Forms 3, 4 and 5 respectively. 
Executive officers, directors and greater than 10% shareholders are required by
the Securities and Exchange Commission regulations to furnish our company with
copies of all Section 16(a) reports they file. To
the best of our knowledge, based solely on our review of the copies of such
forms received by us, or written representations from certain reporting
persons, we believe that during the year ended March 31, 2016, all filing
requirements applicable to our executive officers, directors and greater than
10% shareholders were complied with other than as disclosed in the table below:  Name
 Number of Late Reports
 Number of Transactions Not Reported
  on a Timely Basis
 Failure to File Requested FormsCarmen J. Lotito
 1
 Nil
 NilMarc A. Bruner
 1
 Nil
 NilDarrel Causbrook
 Nil
 Nil
 1


---



ITEM 11.  EXECUTIVE COMPENSATION The
following table summarizes the compensation paid to our chief financial officer
and director during the last two fiscal years.  No other officers or
directors received annual compensation in excess of $100,000 during the last
complete fiscal year.  SUMMARY COMPENSATION TABLE - YEARS ENDED MARCH
  31, 2016 AND 2015Name and Principal Position
 Year
 Salary
 Bonus
 Stock Awards
 Option Awards
 Non-Equity Incentive Plan Compensation
 Nonqualified Deferred Compensation Earnings
 All Other Compensation
 TotalJohn Hislop
  President, Chief Executive Officer, Secretary, Chief
  Financial Officer and Director
 2016
  2015
 Nil
  Nil
 Nil
  Nil
 Nil
  Nil
 Nil
  Nil
 Nil
  Nil
 Nil
  Nil
 $42,000(1)
  $42,000(1)
 $42,000
  $42,000Carmen J. Lotito
  Vice-President
 2016
  2015
 Nil
  Nil
 Nil
  Nil
 Nil
  Nil
 Nil
  Nil
 Nil
  Nil
 Nil
  Nil
 $180,000(2)
  Nil
 $180,000
  Nil
 (1)Effective
November 1, 2010 the Company signed a management agreement for $3,500 per month. 
This arrangement was between our company and Caravel Management Corp., a
private management company owned by Mr. Hislop. (2)We
currently have a compensation arrangement with Carmen J. Lotito, our Vice
President, to provide operational and management services for $20,000 per
month, on a month-to-month agreement. Employment or Consulting Agreements Other than as described below, we have
not entered into any employment or consulting agreements with any of our
current officers or directors. On
January 1, 2009, we entered into a written contract with Caravel Management
Corp., to provide office rent, reception, compliance and accounting services
for $7,865 per month.  The agreement commenced on January 1, 2009 and continues
on a month to month basis unless terminated by the parties.  The agreement may
be terminated by either party upon 30 days’ notice. Subsequently, we amended
our agreement with Caravel Management Corp. to provide administrative services
for $3,500 per month, effective November 1, 2010. We
currently have a compensation arrangement with Carmen J. Lotito, our Vice
President, to provide operational and management services for $20,000 per
month, on a month-to-month agreement.


---



Long-Term Incentive Plans There
are no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers, except that our directors and
executive officers may receive stock options at the discretion of our board of
directors.  We do not have any material bonus or profit sharing plans
pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at
the discretion of our board of directors. We
have no compensatory plan or arrangement with respect to any officer that results
or will result in the payment of compensation in any form from the resignation,
retirement or any other termination of employment of such officer's employment
with our company, from a change in control of our company or a change in such
officer's responsibilities following a change in control. Outstanding
Equity Awards at Fiscal Year-End None
of our named executive officers held any unexercised options or stock awards
that had not vested or equity incentive plan awards as of March 31, 2016. Directors
Compensation We
reimburse our directors for expenses incurred in connection with attending
board meetings but did not pay director's fees or other cash compensation for
services rendered as a director in the year ended March 31, 2016. We
have no standard arrangement pursuant to which our directors are compensated
for their services in their capacity as directors except for the granting from
time to time of incentive stock options.  The board of directors may award
special remuneration to any director undertaking any special services on behalf
of our company other than services ordinarily required of a director. ITEM 12.  SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS As
of June 29, 2016, there were 150,020,000 shares of our common stock
outstanding.  The following table sets forth certain information known to us
with respect to the beneficial ownership of our common stock as of that date by
(i) each of our directors, (ii) each of our executive officers, and (iii) all
of our directors and executive officers as a group.  Except as set forth in the
table below, there is no person known to us who beneficially owns more than 5%
of our common stock. Title of Class
 Name & Address of
  Beneficial Owner
 Amount and Nature of
  Beneficial Ownership(1)
 Percent of Class(1)(2)Common
 John Hislop
  P.O. Box 7814
  Ringwood, UK
  BH24 9FF
 145,403,500Direct
 96.92%Common
 All Directors and Officers as a
  class
 145,403,500
 96.92%5% StockholdersCommon
 John Hislop
  P.O. Box 7814
  Ringwood, UK
  BH24 9FF
 145,403,500Direct
 96.92%


---



Notes: (1)Under
Rule 13d-3, a beneficial owner of a security includes any person who, directly
or indirectly, through any contract arrangement, understanding, relationship,
or otherwise has or shares:  (i) voting power, which includes the power to
vote, or to direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares.  Certain
shares may be deemed to be beneficially owned by more than one person (if, for
example, persons share the power to vote or the power to dispose of the
shares).  In addition, shares are deemed to be beneficially owned by a person
if the person has the right to acquire the shares (for example, upon exercise
of an option) within 60 days of the date as of which the information is
provided.  In computing the percentage ownership of any person, the amount of
shares outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition rights. (2)The
percentage of class is based on 150,020,000 shares of common stock issued and
outstanding as of June 29, 2016. Changes
in Control We
are unaware of any contract or other arrangement the operation of which may at
a subsequent date result in a change in control of our company. ITEM 13.CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Except
as otherwise indicated below, since April 1, 2013, there has been no
transaction, or currently proposed transaction, in which our company was or is
to be a participant and the amount involved exceeds the lesser of $120,000 or
one percent of the average of our total assets at year-end for the last two
completed fiscal years and in which any of the following persons had or will
have a direct or indirect material interest: (i)
 Any of our
  directors or officers;(ii)
 Any person
  who beneficially owns, directly or indirectly, shares carrying more than 5%
  of the voting rights attached to our outstanding shares of common stock; and(iii)
 Any member
  of the immediate family (including spouse, parents, children, siblings and
  in- laws) of any of the foregoing persons.
 We
receive administrative services and back office support under a formal written
management services agreement with Caravel Management Corp. Caravel is a
private management company that is wholly-owned by John Hislop, our chairman,
president, chief executive officer, secretary and chief financial
officer.  Effective November 1, 2010, the company revised its agreement
with Caravel to provide management services for $3,500 per month.  The
agreement with Caravel is on a month to month basis. In addition to
administrative services, the agreement also provides for office rent and
supplies. Total expenses recognized under this agreement for the years ended
March 31, 2016 and 2015 were $42,000 both years.  We entered into
loan agreements with Caravel and John Hislop in 2003 and 2004 to fund
operations.Caravel
is a private management company that is wholly-owned by John Hislop, our chief
financial officer and director.The terms of these loan agreements
provided that any principal amount outstanding is payable upon demand and bears
interest at 15% per annum, payable quarterly. On March 31, 2006, we
consolidated and restructured the loans.  As part of the restructuring, we
borrowed an additional C$250,000 (US $203,932).  The new loan bore interest at
15% per annum, calculated and compounded monthly and payable quarterly. Any
principal amount outstanding under the loan was payable upon demand.  The loan was
payable in Canadian dollars and was secured by a Promissory Note.As of July 28, 2015, the principal balance of the loan and
accrued interest payable totalling $1,108,165 were settled in full as part of
the debt settlement agreement described below.


---



On July 18, 2014, we entered into a
promissory note with an officer and director, John Hislop for US$50,000. The
loan bore interest calculated quarterly, not in advance, at a rate of 15% per
annum.  The note was payable upon demand by Mr. Hislop, both before and after
each of maturity, default and judgement commencing effective July 18, 2014. As
of July 28, 2015, the principal balance of the loan and accrued interest
payable totalling $ 57,726 were settled in full as part of the debt settlement
agreement described below.  On September 2, 2014, we entered into
a promissory note with an officer and director, John Hislop for C$20,000 (US$16,012).
The loan bore interest calculated quarterly, not in advance, at a rate of 15%
per annum. The note was payable upon demand by Mr. Hislop, both before and
after each of maturity, default and judgement commencing effective September 2,
2014. As of July 28 2015, the principal balance of the loan and accrued
interest payable totalling $17,690 were settled in full as part of the debt
settlement agreement described below.  On January 29, 2015, we entered into a
promissory note with an officer and director, John Hislop (“Lender”) for
C$50,000 (US$40,030). The loan bore interest calculated quarterly, not in
advance, at a rate of 15% per annum. The note was payable upon demand by the
Lender, both before and after each of maturity, default and judgement
commencing effective January 29, 2015. As of July 28, 2015, the principal
balance of the loan and accrued interest payable totalling $41,612 were settled
in full as part of the debt settlement agreement described below.  On April 21, 2015, we entered into a
debt settlement and subscription agreement with our chief financial officer and
director, John Hislop whereby we agreed to settle a portion of the
indebtedness, in the amount of $1,340,000, by allotting and issuing to John
Hislop 134,000,000 shares of our common stock at a deemed price of $0.01 per
share.  On April 24, 2015, we announced that we had issued 134,000,000 shares
of our common stock at a deemed price of $0.01 per share to Mr. Hislop. 
However, due to a technical flaw in the process of adopting the amendment to our
Articles of Incorporation (announced on February 3, 2014), we were only
authorized to issue 100,000,000 shares of our common stock on April 23, 2015,
and the issuance to Mr. Hislop on April 23, 2015, was therefore void.  On June 29,
2015, we sent to our shareholders a proxy statement for a shareholder meeting
to be held July 22, 2015, at which meeting we proposed to rectify the technical
flaw in our earlier effort to increase our authorized capital.  On July 28,
2015, we closed the debt settlement agreement and reissued the 134,000,000
shares to Mr. Hislop pursuant to the debt settlement and subscription agreement
which settled a debt to Mr. Hislop equal to $1,340,000 immediately following
shareholder approval of the increase in our authorized capital on July 23,
2015. The shares were valued at $4,690,000 ($0.035 per share based upon market
price). The Company recorded a loss on extinguishment of debt of $3,350,000. As
of August 4, 2015, Paltar Nation Limited Partnership (“Paltar Nation”) entered
into a secured convertible note purchase agreement with David N. Siegel Dynasty
Trust dated November 16, 2015 (the “2015 Secured Note Purchase Agreement”),
pursuant to which Paltar Nation issued a secured convertible promissory note in
the principal amount of $584,000 in consideration for $584,000.  The secured
convertible promissory note bears interest at the rate of 10% per annum (15%
per annum on and after the maturity date or an Event of Default (as defined
below)) and matures on August 4, 2016.  The entire unpaid principal sum of the
secured convertible promissory note will become immediately due and payable
upon a material breach by (a) Paltar Nation of the note, another note or the 2015
Secured Note Purchase Agreement, or (b) Wotan Group Limited, an Australian
limited company, of the Wotan Pledge, described below, in each case that is not
cured within 30 days of such breach (referred to as an “Event of Default”). The
2015 Secured Note Purchase Agreement also contemplates sales of additional
secured convertible promissory notes up to an aggregate maximum of $5,000,000
(including the initial $584,000 sale to David N. Siegel Dynasty Trust dated
November 16, 2015). Upon
a sale of Paltar Nation’s limited partnership interests (“Interests”) in a
single transaction or a series of related transactions yielding gross cash
proceeds to Paltar Nation of at least $20,000,000 (including$584,000 from the sale of the secured convertible
promissory note to David N. Siegel Dynasty Trust dated November 16, 2015 and
including $100,000 from the sale of the secured convertible promissory note to
Michael B. Cox) on or before the maturity dates of the notes (the “Qualified
Financing”), the principal and any accrued but unpaid interest under the notes
will automatically be converted into Interests.  The Interests to be issued to David
N. Siegel Dynasty Trust dated November 16, 2015 upon conversion will be equal
to the quotient obtained by dividing (i) the entire principal amount of the
note plus any accrued but unpaid interest under the note by (ii) 80.00% of the
per-Interest price of the Interests sold to persons other than David N. Siegel Dynasty
Trust dated November 16, 2015 and other holders of the notes, if any, in the
Qualified Financing.


---



In
connection with the secured convertible note purchase agreement, Paltar Nation
entered into a pledge agreement dated as of August 4, 2015 with Wotan Group
Limited (the “Wotan Pledge”), pursuant to which Wotan Group Limited pledged to each
of David N. Siegel Dynasty Trust dated November 16, 2015 and any future secured
noteholders pursuant to the 2015 Secured Note Purchase Agreement a continuing
first priority security interest in a number of Wotan Group Limited’s shares of
Paltar Petroleum Limited equal to five multiplied by the sum of the aggregate
outstanding principal amounts owed under each noteholder’s respective note and
Paltar Nation agreed to pay a commitment fee to Wotan Group Limited equal to
$250,000 from the proceeds of the secured convertible promissory notes upon the
receipt by Paltar Nation of proceeds from the sale of such notes equal to or
greater than $2,500,000 in the aggregate and an additional commitment fee of
$250,000 upon conversion of all of such notes.  As ofMarch 31, 2016, the principal balance of the loan was $584,000
and accrued interest payable of $38,400.  On August 5, 2015, we entered into a
promissory note with an officer and director, John Hislop for C$10,000
(US$7,623). The loan bears interest calculated quarterly, not in advance, at a
rate of 15% per annum. The note is payable upon demand by Mr. Hislop, both
before and after each of maturity, default and judgement commencing effective
August 5, 2015. The principal sum and all accrued and unpaid interest will
become due and payable on August 5, 2017. As ofMarch 31, 2016, the principal balance of the loan was $7,700 and
accrued interest payable of $8,456.  On August 25, 2015, we entered into a
promissory note with an officer and director, John Hislop for $10,000. The loan
bears interest calculated quarterly, not in advance, at a rate of 15% per
annum. The note is payable upon demand by Mr. Hislop, both before and after
each of maturity, default and judgement commencing effective August 25, 2015. The
principal sum and all accrued and unpaid interest will become due and payable
on August 25, 2017. As ofMarch 31, 2016,
the principal balance of the loan was $10,000 and accrued interest payable of $896.  On September 10, 2015, we entered into
a promissory note with an officer and director, John Hislop for C$6,000
(US$4,528). The loan bears interest calculated quarterly, not in advance, at a
rate of 15% per annum. The note is payable upon demand by Mr. Hislop, both
before and after each of maturity, default and judgement commencing effective
September 10, 2015. The principal sum and all accrued and unpaid interest will
become due and payable on September 10, 2017. As ofMarch 31, 2016, the principal balance of the loan was $4,620 and
accrued interest payable of $385.  On September 24, 2015, we entered into
a promissory note with an officer and director, John Hislop for $5,000. The
loan bears interest calculated quarterly, not in advance, at a rate of 15% per
annum. The note is payable upon demand by Mr. Hislop, both before and after
each of maturity, default and judgement commencing effective September 24,
2015. The principal sum and all accrued and unpaid interest will become due and
payable on September 24, 2017. As ofMarch
31, 2016, the principal balance of the loan was $5,000 and accrued
interest payable of $386.  On September 30, 2015, Paltar Nation
entered into a promissory note with a director, David N. Siegel Dynasty Trust dated
November 16, 2015  for $14,210. The loan bears interest at a rate of 10% per
annum from the disbursement date of the funds. The principal sum and all
accrued and unpaid interestwill become due and
payable on September 30, 2016. As ofMarch
31, 2016, the principal balance of the loan was $14,210 and accrued
interest payable of $907.


---



On October 29, 2015, the Company
entered into a promissory note with a related party, John Hislop for $7,960.
The loan bears interest calculated quarterly, not in advance, at a rate of 15%
per annum. The note is payable upon demand by Mr. Hislop, both before and after
each of maturity, default and judgement commencing effective October 29, 2015. The
principal sum and all accrued and unpaid interest will become due and payable
on October 29, 2022. As of March 31, 2016, the principal balance of the loan
was $7,960 and accrued interest payable of $507.  On March 31, 2016, Paltar Nation
entered into a promissory note with a director, David N. Siegel Revocable Trust
2009 for $188,483. The loan bears interest at a rate of 10% per annum from the
disbursement date of the funds. The principal sum and all accrued and unpaid
interest will become due and payable on March 31, 2017. As ofMarch 31, 2016, the principal balance of
the loan was $188,483 and accrued interest payable of $1,698.  On April 8, 2016, Paltar Nation
entered into a promissory note with a director, David N. Siegel Revocable Trust
2009 for $25,000. The loan will bear interest at a rate of 10% per annum. The
principal sum and all accrued and unpaid interest will become due and payable
on April 8, 2017.  On May 3, 2016, Paltar Nation entered
into a promissory note with a director, David N. Siegel Revocable Trust 2009 for
$34,000. The loan will bear interest at a rate of 10% per annum. The principal
sum and all accrued and unpaid interest will become due and payable on May 3,
2017.  On May 31, 2016, the Company entered
into a promissory note with a related party, John Hislop for $23,100. The loan
bears interest calculated quarterly, not in advance, at a rate of 15% per
annum, both before and after each of maturity, default and judgement commencing
effective May 31, 2016. The principal sum and all accrued and unpaid interest
will become due and payable on May 31, 2023. We
currently have a compensation arrangement with Carmen J. Lotito, our Vice
President, to provide operational and management services for $20,000 per month,
on a month-to-month agreement. National
Instrument 58-101 We
are a reporting issuer in the Province of British Columbia.  National
Instrument 58-101Disclosure of Corporate Governance Practicesof the
Canadian Securities Administrators requires our company, as a venture issuer,
to disclose annually in our annual report certain information concerning
corporate governance disclosure. Board
of Directors Our
board of directors consists of John Hislop, David Siegel and Darrel Causbrook.
Our common stock is quoted on the OTCQB operated by the OTC Markets Group,
which does not impose any director independence requirements. Under NASDAQ
Marketplace Rule 5605(a)(2), a director is not considered to be independent if
he is also an executive officer or is, or at any time during the past three
years was, employee of the company. Under this rule, Mr. Hislop is not
independent because he is our executive officer. Orientation
and Continuing Education We
have an informal process to orient and educate new recruits to the board
regarding their role of the board, our committees and our directors, as well as
the nature and operations of our business.  This process provides for an
orientation with key members of the management staff, and further provides
access to materials necessary to inform them of the information required to
carry out their responsibilities as a board member.  This information includes
the most recent board approved budget, the most recent annual report, the
audited financial statements and copies of the interim quarterly financial
statements.


---



The board does not provide continuing
education for its directors.  Each director is responsible to maintain the
skills and knowledge necessary to meet his or her obligations as directors. Nomination
of Directors The
board is responsible for identifying new director nominees.  In identifying
candidates for membership on the board, the board takes into account all
factors it considers appropriate, which may include strength of character,
mature judgement, career specialization, relevant technical skills, diversity
and the extent to which the candidate would fill a present need on the board. 
As part of the process, the board, together with management, is responsible for
conducting background searches, and is empowered to retain search firms to
assist in the nominations process.  Once candidates have gone through a
screening process and met with a number of the existing directors, they are
formally put forward as nominees for approval by the board. Compensation The board is responsible for
determining compensation for the directors and chief executive officers of our
company to ensure it reflects the responsibilities and risks of being a
director or chief executive officer, as applicable, of a public company. Assessments The
board intends that individual director assessments be conducted by other
directors, taking into account each director’s contributions at board meetings,
service on committees, experience base, and their general ability to contribute
to one or more of our company’s major needs.  However, due to our stage of
development and our need to deal with other urgent priorities, the board has
not yet implemented such a process of assessment. ITEM 14.  PRINCIPAL
ACCOUNTING FEES AND SERVICES Audit Fees Our
company booked the following aggregate fees billed by SingerLewak, LLP for
professional services rendered for the audit of our annual financial statements
included in our Annual Report on Form 10-K for the fiscal years ended March 31,
2016 and 2015 and for the review of quarterly financial statements included in
our Quarterly Reports were as follows:  Year Ended March 31, 2016
 Year Ended March 31, 2015Audit Fees*
 $36,500
 $25,500Audit Related Fees
 $Nil
 $NilTax Fees
 $2,100
 $2,250All Other Fees
 $1,000
 $960Total
 $39,600
 $28,710
 In
the above table, “audit fees” are fees billed by our company’s external auditor
for services provided in auditing our company’s annual financial statements for
the subject year along with reviews of interim quarterly financial statements.
“Audit-related-fees” are fees not included in audit fees that are billed by the
auditor for assurance and related services that are reasonably related to the
performance of the auditreview of our company’s
financial statements.  “Tax fees” are fees billed by the auditor for
professional services rendered for tax compliance, tax advice and tax
planning.  “All other fees” are fees billed by the auditor for products and
services not included in the foregoing categories.


---



Policy on Pre-Approval by Audit Committee
of Services Performed by Independent Auditors 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 before the respective services were rendered. The
board of directors has considered the nature and amount of fees billed by SingerLewak
LLP and believes that the provision of services for activities unrelated to the
audit is compatible with maintaining SingerLewak LLP as auditors.


---



PART IV ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibits Required by Item 601 of Regulation S-K Exhibit Number and Description (3)        Articles of Incorporation/Bylaws 3.1        Certificate of Merger (Delaware) effective June 12, 2003 (incorporated by reference from our Quarterly Report on Form 10-QSB filed with the Securities and Exchange Commission on August 19, 2003) 3.2        Certificate of Merger (Wyoming) effective June 13, 2003 (incorporated by reference from our Quarterly Report on Form 10-QSB filed with the Securities and Exchange Commission on August 19, 2003) 3.3        Amended & Restated Bylaws (Wyoming) (incorporated by reference from our Quarterly Report on Form 10-QSB filed with the Securities and Exchange Commission on November 14, 2003) 3.4        Certificate of Incorporation (incorporated by reference from our Annual Report on Form 10K filed with the Securities and Exchange Commission on August 13, 2010) 3.5       Amended and Restated Articles of Incorporation filed with the Secretary of State of the State of Wyoming on August 3, 2015 (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2015). (10)      Material Contracts 10.1      1999 Stock Option Plan (incorporated by reference from our Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on March 31, 2000). 10.2      Demand Promissory Note issued to Caravel Management Corp. and John Hislop, dated March 31, 2006 (incorporated by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 13, 2010). 10.3      Management Services Agreement dated November 1, 2010 between Nation Energy Inc. and Caravel Management Corp. (incorporated by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 2, 2010). 10.4      Letter Agreement with Paltar Petroleum Limited (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 18, 2013). 10.5      First Amendment to Letter Agreement dated October 11, 2013 with Paltar Petroleum Limited (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 8, 2014). 10.6      Promissory Note issued to John Hislop, dated July 18, 2014 (incorporated by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 4, 2015). 10.7      Promissory Note issued to John Hislop, dated September 2, 2014 (incorporated by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 4, 2015).


---



10.8      Amended and Restated Agreement with Paltar Petroleum Limited (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2014). 10.9      Debt Settlement Agreement with John Hislop dated April 21, 2015 (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2015). 10.10    Promissory Note issued to John Hislop, dated January 29, 2015 (incorporated by reference from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 4, 2015). 10.11    Second Amended and Restated Agreement with Paltar Petroleum Limited dated June 13, 2015 (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2015). 10.12    Third Amended and Restated Agreement with Paltar Petroleum Limited dated August 30, 2015 (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2015). 10.13    Option Agreement dated August 30, 2015 Agreement with Paltar Petroleum Limited (ACN 149 987 459) dated August 30, 2015 (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2015). 10.14    EP 136 Earning Agreement dated August 30, 2015 between Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) and Paltar Petroleum Limited (ACN 149 987 459) (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2015). 10.15    EP 143 Earning Agreement dated August 30, 2015 between Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) and Paltar Petroleum Limited (ACN 149 987 459) (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2015). 10.16    EP 231 Earning Agreement dated August 30, 2015 between Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) and Paltar Petroleum Limited (ACN 149 987 459) (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2015). 10.17    EP 232 Earning Agreement dated August 30, 2015 between Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) and Paltar Petroleum Limited (ACN 149 987 459) (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2015). 10.18    EP 234 Earning Agreement dated August 30, 2015 between Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) and Paltar Petroleum Limited (ACN 149 987 459) (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2015). 10.19    EP 237 Earning Agreement dated August 30, 2015 between Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) and Paltar Petroleum Limited (ACN 149 987 459) (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2015).


---



10.20    EP 468 Earning Agreement dated August 30, 2015 between Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) and Officer Petroleum Pty Ltd. (ACN 142 330 738) (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2015). 10.21    Secured Convertible Promissory Note issued to David N. Siegel Dynasty Trust dated November 16, 2015 dated August 4, 2015 (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2015). 10.22    Promissory Note issued to John Hislop, dated August 5, 2015 (incorporated by reference from our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2015). 10.23    Promissory Note issued to John Hislop, dated August 25, 2015 (incorporated by reference from our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2015). 10.24    Promissory Note issued to John Hislop, dated September 10, 2015 (incorporated by reference from our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2015). 10.25    Promissory Note issued to John Hislop, dated September 24, 2015 (incorporated by reference from our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2015). 10.26    First Amendment to Third Amended and Restated Agreement with Paltar Petroleum Limited (ACN 149 987 459) effective December 17, 2015 (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2016). 10.27    Master Amendment to Six Earning Agreements dated effective December 17, 2015 between Paltar Petroleum Limited (ACN 149 987 459) and Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2016). 10.28    First Amendment to EP 468 Earning Agreement dated effective December 17, 2015 between Officer Petroleum Pty Ltd (ACN 142 330 738) and Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2016). 10.29    Second Amendment to Third Amended and Restated Agreement with Paltar Petroleum Limited (ACN 149 987 459) effective February 8, 2016 (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2016). 10.30    Second Master Amendment to Six Earning Agreements dated effective February 8, 2016 between Paltar Petroleum Limited (ACN 149 987 459) and Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2016). 10.31    Second Amendment to EP 468 Earning Agreement dated effective February 8, 2016 between Officer Petroleum Pty Ltd (ACN 142 330 738) and Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2016).


---



10.32    Amendment to Option Agreement with Paltar Petroleum Limited (ACN 149 987 459) effective February 12, 2016 (incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2016). 10.33    Promissory Note issued to John Hislop, dated October 29, 2015 (incorporated by reference from our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 16, 2016). 10.34    Promissory Note issued to Michael B. Cox, dated November 27, 2015 (incorporated by reference from our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 16, 2016). 10.35*   Promissory Note issued to David N. Siegel Dynasty Trust dated November 16, 2015, dated September 30, 2015. 10.36*   Promissory Note issued to David N. Siegel Revocable Trust 2009, dated March 31, 2016. 10.37*   Promissory Note issued to David N. Siegel Revocable Trust 2009, dated April 8, 2016. 10.38*   Promissory Note issued to David N. Siegel Revocable Trust 2009, dated May 3, 2016. 10.39*   Promissory Note issued to John Hislop, dated May 31, 2016. 10.40*   EP 136 Final Earning Agreement dated May 31, 2016 between Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) and Paltar Petroleum Limited (ACN 149 987 459). 10.41*   EP 143 Final Earning Agreement dated May 31, 2016 between Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) and Paltar Petroleum Limited (ACN 149 987 459). 10.42*   EP 231 Final Earning Agreement dated May 31, 2016 between Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) and Paltar Petroleum Limited (ACN 149 987 459). 10.43*   EP 232 Final Earning Agreement dated May 31, 2016 between Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) and Paltar Petroleum Limited (ACN 149 987 459). 10.44*   EP 234 Final Earning Agreement dated May 31, 2016 between Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) and Paltar Petroleum Limited (ACN 149 987 459). 10.45*   EP 237 Final Earning Agreement dated May 31, 2016 between Nation Energy (Australia) Pty Ltd. (ACN 606 533 046) and Paltar Petroleum Limited (ACN 149 987 459). 10.46*   EP 468 Final Earning Agreement dated effective May 31, 2016 between Officer Petroleum Pty Ltd (ACN 142 330 738) and Nation Energy (Australia) Pty Ltd. (ACN 606 533 046). 10.47*   Third Amendment to Third Amended and Restated Agreement with Paltar Petroleum Limited (ACN 149 987 459), effective May 31, 2016. 10.48*   Promissory Note issued from Nation Australia to Paltar Petroleum dated May 31, 2016. 10.49*   Management Services Agreement dated June 25, 2016, but effective July 22, 2015, between Nation Energy (Australia) Pty Ltd. and Carmen J. Lotito.


---



(14)      Code of Ethics 14.1      Code of Business Conduct and Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on July 15, 2004). (31)      Section 302 Certifications 31.1*     Section 302 Certification of Principal Executive Officer and Principal Financial Officer under Sarbanes-Oxley Act of 2002 (32)       Section 906 Certifications 32.1*     Section 906 Certification of Principal Executive Officer and Principal Financial Officer under Sarbanes-Oxley Act of 2002 (99)       Additional Exhibits 99.1      Audit Committee Charter (incorporated by reference from our Annual Report on Form 10K filed with the Securities and Exchange Commission on February 9, 2011) 99.2*     Statement regarding temporary hardship exemption under Rule 201 of Regulation S-T *Filed herewith


---



SIGNATURES Pursuant to
the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized. NATION ENERGY INC. By:/s/ John R. Hislop John
Hislop
President, Chief Executive Officer, Chief Financial Officer and Director 
(Principal Executive Officer, Principal Financial Officer and Principal
Accounting Officer) Date:
June 29, 2016   Pursuant to
the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.  By:/s/ John R. Hislop John
Hislop
President, Chief Executive Officer, Chief Financial Officer and Director 
(Principal Executive Officer, Principal Financial Officer and Principal
Accounting Officer) Date:
June 29, 2016