sjdocs-7228313v1negy_10ka771.htm - Generated by SEC Publisher for SEC Filing



UNITED
STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


 


Form 10-K/A


(Amendment No. 1)


(Mark One)


[X]        ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended March
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 number  000-30193


	
  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).


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 

Explanatory Note


 


Nation Energy, Inc. (the
“Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to
the Company’s annual report on Form 10-K for the year ended March 31, 2016 (the
“Form 10-K”), filed with the Securities and Exchange Commission on June 30,
2016 (the “Original Filing Date”), to (i) include Exhibit 10.39, being the
Promissory Note issued to John Hislop, dated May 31, 2016, and (ii) furnish
Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
Exhibit 101 consists of the following materials from the Company’s Form 10-K,
formatted in XBRL (eXtensible Business Reporting Language):


 


101.INS – XBRL Instance Document


101.SCH – XBRL Taxonomy Schema


101.CAL – XBRL Taxonomy Calculation Linkbase


101.DEF – XBRL Taxonomy Definition Linkbase


101.LAB – XBRL Taxonomy Label Linkbase


101.PRE – XBRL Taxonomy Presentation Linkbase


 


No other changes have been
made to the Form 10-K. This Amendment speaks as of the Original Filing Date,
does not reflect events that may have occurred subsequent to the Original
Filing Date, and does not modify or update in any way disclosures made in the
Form 10-K.


 


Pursuant to Rule 406T of
Regulation S-T, the interactive data files attached as Exhibit 101 hereto are
deemed not filed or part of a registration statement or prospectus for purposes
of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, and otherwise are not subject to liability under those sections.


 


 


 


 


ITEM 15.           EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES.


 


Exhibits / Financial Statements


Reference is made to the Exhibits and
Financial Statement Schedules beginning at page 59 of the Original Filing for a
list of exhibits and financial statements filed as part of the Annual Report on
Form 10-K.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 

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:
July 8, 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:
July 8, 2016








 

Exhibit 31.1


CERTIFICATION PURSUANT TO RULE
13a-14(a) OR 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


 


I, John R. Hislop, certify that:     


1.         I
have reviewed this Annual Report on Form 10-K of Nation Energy Inc.;


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


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


4.         I am responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in the Exchange Act Rule 13a-15(f) and
15d-15(f)) for the registrant and have: 


 


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


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


(c)   Evaluated the effectiveness
of the registrant’s disclosure controls and procedures and presented in this
report my conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and 


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


 


5.         I have
disclosed, based on my most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of
the registrant’s board of directors (or persons performing the equivalent
function):


 


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


(b)   Any fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrant’s internal controls over financial reporting. 


 


Date: July 8, 2016


 


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)





 

 


EXHIBIT 32.1


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


 


I, John R. Hislop, hereby certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:


 


(a)   the Annual Report on Form
10-K of Nation Energy Inc. for the year ended March 31, 2016 (“the Report)
fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and


 


(b)   the information contained
in the Report fairly presents, in all material respects, the financial
condition and results of operations of Nation Energy Inc.


Dated: 
July 8, 2016


 


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)