10QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-QSB

(Mark One)
X	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended  September 30, 2003
	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from [ ] to [ ]
Commission file number    000-30193 Nation Energy, Inc. (Exact name of small business issuer as specified in its charter) Wyoming (State or other jurisdiction of incorporation or organization) 59-2887569 (IRS Employer Identification No.) Suite 1100 - 609 West Hastings Street Vancouver, BC, Canada V6B 4W4 (Address of principal executive offices) (800) 400-3969 (Issuer's telephone number) not applicable (Former name, former address and former fiscal year, if changed since last report)

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

16,020,000 common shares outstanding as of November 14, 2003

Transitional Small Business Disclosure Format (Check one):  Yes [ ] No [X]

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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

DISCLOSURE

To: The Shareholders of Nation Energy, Inc.

It is the opinion of management that the interim financial statements for the quarter ended September 30, 2003 include all adjustments necessary in order to ensure that the financial statements are not misleading.

Vancouver, British Columbia
Date:  November 14, 2003

"John R. Hislop"
__________________________________
John R Hislop, Director of Nation Energy, Inc.

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Nation Energy, Inc.
Balance Sheet
September 30, 2003
(Unaudited)
ASSETS
Current assets:
Cash	$      240,258
Prepaid expenses	126,135
Total current assets	366,393
Unproved oil and gas properties - full cost method	739,928
	$   1,106,321
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$       22,480
Accounts payable - related party	38,095
Loans Payable - shareholder	458,404
Total current liabilities	518,979
Stockholders' equity:
Preferred stock, $.001 par value; 5,000,000
shares authorized; none outstanding	-
Common stock, $.001 par value; 50,000,000
shares authorized; 16,020,000 shares issued
and outstanding	16,020
Additional paid-in capital	6,868,380
Accumulated (deficit)	(6,297,058)
	587,342
	$   1,106,321

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

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Nation Energy, Inc.
Statements of Operations
(Unaudited)
	For the Three Months Ended		For the Six Months Ended
	September 30, 2003	September 30, 2002	September 30, 2003	September 30, 2002
Revenue:	$             -	$             -	$             -	$             -
Costs and expenses:
General, selling and administrative	21,069	19,437	42,537	46,427
Total costs and expenses	21,069	19,437	42,537	46,427
Other income (expense):
Interest expense	(7,437)	-	(7,437)	-
Interest income	82	960	749	1,889
	(7,355)	960	(6,688)	1,889
Net (loss)	(28,424)	(18,477)	(49,225)	(44,538)
Other comprehensive income:
Foreign currency translation adjustment	-	(13,011)	-	531
Comprehensive (loss)	$     (28,424)	$     (31,488)	$     (49,225)	$     (44,007)
Per share information:
Weighted average number of common shares    outstanding - basic and diluted	16,020,000	16,020,000	16,020,000	16,020,000
Net (loss) per common share - basic and diluted	$         (0.00)	$         (0.00)	$         (0.00)	$         (0.00)

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

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Nation Energy, Inc.
Statements of Cash Flows
(Unaudited)
	For the Six	For the Six
	Months Ended	Months Ended
	September 30, 2003	September 30, 2002
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$            (424,434)	$          233,550
Cash flows from investing activities:
Purchase of unproved oil and gas properties	(239,928)	(852,923)
Net cash (used in) investing activities	(239,928)	(852,923)
Cash flows from financing activities:
Proceeds from loan payable - shareholder	458,404	-
Net cash provided by financing activities	458,404	-
Net (decrease) in cash	(205,958)	(619,373)
Beginning cash	446,216	1,385,254
Ending cash	$             240,258	$         765,881

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

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Nation Energy, Inc.
Notes to Financial Statements
September 30,  2003
(Unaudited)

Note 1.  Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information.  They do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the accompanying unaudited financial statements.  Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year.   For further information, refer to the financial statements and notes thereto, included in the Company’s Form 10-KSB as of and for the two years ended March 31, 2003.

Note 2.  Going Concern

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 $6,297,058 and is reliant on raising capital to initiate its business plan.

The Company’s ability to continue as a going concern is contingent upon being able to secure financing and attain profitable operations.  The Company is pursuing financing for its operations and is in the process of determining whether the Bolton Prospect has sufficient reserves to justify additional drilling.

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.

Note 3:  Earnings Per Share

The Company calculates net income (loss) per share as required by Statement of Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods presented, common stock equivalents were not considered, as their effect would be anti-dilutive.

Note 4:  Unproved Oil and Gas Properties

During the six months ended September 30, 2003 the Company invested $239,928 in unproved oil and gas properties.

Periodically, but at least annually, the Company will evaluate the economic recoverability of their unproved oil and gas properties.  As of September 30, 2003, management has determined that there was no impairment of their unproved oil and gas properties.

Note 5:   Related party transactions

On August 1, 2003 the Company entered into a bridge loan agreement with a related party.  The loan bears interest at 15% per annum and is payable quarterly.  Any principal amount outstanding under the loan is payable upon demand.  As of September 30, 2003, the Company has borrowed $458,404 under the loan.

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Item 2. Management's Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed o r implied by these forward-looking statements.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this quarterly report, the terms "we", "us", "our", and "Nation Energy" mean Nation Energy, Inc., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly 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 quarterly report, particularly in the section entitled "Risk Factors".

Business of Nation Energy, Inc.

We are an oil and gas exploration stage company with interests in properties located in Alberta, Canada.  Nation Energy is a Wyoming corporation with its business offices located at Suite 1100, 609 West Hastings Street, Vancouver, British Columbia.  Our telephone number is (800) 400-3969.

Corporate History

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.  Since the restatement of our Articles of Incorporation on September 16, 1998, our main focus has been 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 have explored potential oil and gas projects.  On June 13, 2003 we merged from the State of Delaware with Nation Energy Inc., a corporation organized and existing under the laws of the State of Wyoming, which we incorporated for the purposes of the merger.

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Due to our current operations and their location in Alberta, Canada, we registered as an extra-provincial company in the province of Alberta on June 3, 2003.

Our Current Business

On November 21, 2001 we entered into a farm-in agreement with Olympia Energy Inc. (the "Farm-in Agreement") under which we agreed to share the development costs and revenues for a natural gas project in the Smoky area near Grande Prairie, Alberta, Canada (the "Bolton Prospect").  Under the terms of the Farm-in Agreement, we will fund 25% of the cost to drill and complete a 4,800 meter well in the Bolton Prospect and will earn a 15% interest after payout in the Bolton Prospect.  Drilling costs for the Bolton Prospect are estimated to be CDN$11,000,000.  An initial well at 09-09-59-02-W6M was drilled to a total depth of 4830 meters in March of 2002 and has been logged.   A completion program was attempted on the well, and the well flowed small amounts of gas and large amounts of salt water.   Total costs incurred by Nation for the Bolton Prospect to date are $3,110,830.

Olympia Energy, the operator of the well presented the partners, including Nation Energy, with a proposed program including further logging of the Leduc formation in the well and, if warranted, further production testing.  The estimated cost of the logging program was $133,580 and the estimated cost of the production testing was $454,840.  Nation Energy participated in the program.  The logging and testing program began in February 2003.  Testing has shown the Leduc formation to be non-productive, and the zone has been plugged and abandoned.  

In March 2003 Nation participated in a testing program in wellbore 09-09-59-02-W6M on the shallower Gething formation and at March 31, 2003, the Gething was producing gas on test.  The Operator shut-in the well for Spring break-up. The Operator returned to wellbore 09-09-59-02-W6M in July 2003 and in August 2003 tested an additional zone up hole from the Gething formation and was able to produce gas on flow test. It is contemplated that the Gething gas bearing zone and the additional up hole zone in wellbore 09-09-59-02-W6M will be tied-in and turned to sales at a future date.  

In April 2003, we participated, as to our 15% interest, in the purchase of additional petroleum and natural gas rights underlying five sections in the Bolton area.  Nation and its partners commenced a re-entry and completion of a shallow formation that is thought to be productive in these lands in wellbore 08-09-59-02-W6M in August 2003. The program was completed in late August 2003 and the zone as tested is not deemed commercially productive.  In October 2003 Nation and its partners reentered wellbore 08-09-59-02-W6M to test an additional zone. The zone of interest has been perforated and is presently being monitored with pressure recorders.  The pressure data will be reviewed and a decision will be made whether to proceed with further testing of the zone.

Our objective over the 12 months ending September 30, 2004, will be to continue to participate in  the Bolton Prospect development if warranted, based upon the results that we receive from ongoing test work at Bolton.

We have not had any operating revenues from the date of our formation in April 18, 1988 to the present.  We anticipate that we will not have enough cash to meet our expenses and capital commitments during the next twelve months, as described under Liquidity and Capital Resources below.

Results of Operations

Quarter Ended September 30, 2003 Compared to Quarter Ended September 30, 2002

We incurred a net operating loss of $(28,424) for the three months ended September 30, 2003, compared to a net loss of $(31,488) for the three months ended September 30, 2002.  The net loss per common share for the three months ended September 30, 2003 was $0.00, compared to a net loss per common share for the three months ended September 30, 2002 of $0.00.  

Discussion and analysis related to significant operating activities undertaken during the three months ended September 30, 2003 is set out below.

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Lack of Revenues

We have not generated any material revenues to date from operations.  At this time, our ability to generate any revenues continues to be uncertain. We generated $82 in income from interest during the three month period ended September 30, 2003, compared to $960 in interest income during the three month period ended September 30, 2002.

Investment

As of September 30, 2003, we have invested a total of $3,110,830 under the Farm-in Agreement with Olympia Energy Inc. towards the drilling and development costs of the initial well at the Bolton Prospect.  Of this investment, $239,928 was invested during the three month period ended September 30, 2003.  However, given the results that we have received on the Bolton Prospect to date, we have recorded a $2,370,902 impairment on the Bolton Prospect to date.

Liquidity and Capital Resources

We currently rely on our existing cash reserves to fund our continuing operating expenses and to fund our ongoing participation in the Bolton Prospect. As of September 30, 2003 and September 30, 2002, our cash and cash equivalent balances were $240,257 and $765,881, respectively.   On August 1, 2003 we entered into a bridge loan agreement with a related party.  The loan bears interest at 15% per annum and is payable quarterly.  Any principal amount outstanding under the loan is payable upon demand.  As at the date of this report we have borrowed CDN$509,995 under the loan, which amount remains outstanding under the terms of the loan.  Given our cash balance, we anticipate that we will require additional financing in order to fund our obligations under the Farm-in Agreement.   Should we require additional financing, we would likely seek to secure same through a private placement of our shares of common stock. Our material commitments for capital expen ditures are limited to the Farm-in Agreement with Olympia Energy for the development of the Bolton Prospect.

We can only estimate the future needs for capital based on the current status of our operations, our current plans and current economic condition.  Due to the uncertainties regarding our future activities, we are unable to predict precisely what amount will be used for any particular purpose, other than the funds which we will be required to expend under the Farm-in Agreement.

Plan of Operation

Our primary objectives over the 12 months ending September 30, 2004, will be to continue to participate in the Farm-in agreement with Olympia Energy Inc. in regards to the development of the shallow formation in the Bolton Prospect and continue to investigate other potential oil and gas property acquisitions.

Cash Requirements

Over the next twelve months we intend to use funds to continue our participation in the Bolton Prospect and to investigate further acquisitions, as follows:

Estimated Funding Required During the Next Twelve Months

General and Administrative		$120,000
Operations
	Farm-in contributions	$400,000
Working Capital		$50,000
Total		$570,000

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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. 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 and the capital expenses noted above, in their report on the annual consolidated financial statements for the year ended March 31, 2003, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.  Our consolidated financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing, a successful program of acquisition and 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.

Product Research and Development

We do not anticipate that we will expend any significant monies on research and development over the next twelve months.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment through September 30, 2004.

Employees

Over the twelve months ending September 30, 2004, we do not anticipate an increase in the number of employees that we may retain  We currently have no employees other than our director and officer. 

New Accounting Pronouncements

In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity."  The provisions of SFAS 150 require issuers to classify as liabilities, or assets in some circumstances, certain classes of free financial instruments that embody obligations for the issuer.  The provisions of SFAS 150 are effective for financial instruments entered into or modified after May 31, 2003, and otherwise shall be effective at the beginning of the first interim period beginning after June 15, 2003.  The adoption of SFAS 150 is not expected to have a material effect on our financial statements or results of operations.

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In April 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities."  SFAS 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS 133, "Accounting for Derivative Instruments and Hedging Activities."  SFAS 149 is effective for contracts entered into or modified after June 30, 2003, except in certain instances, and for hedging relationships designated after June 30, 2003.  In addition, except in those certain instances, all provisions of this Statement should be applied prospectively.  The adoption of SFAS 149 is not expected to have a material effect on our financial statements or results of operations.

Application of Critical Accounting Policies

Cash and Cash Equivalents

We consider all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. 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 September 30, 2003. 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 – 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.

Net (Loss) per Common Share

We follow Statement of Financial Accounting Standards (SFAS) 128, “Earnings Per 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.

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Impairment of Long-Lived Assets

We periodically review the carrying amount of our unproved oil and gas properties to determine whether current events or circumstances warrant adjustments to such carrying amounts. If an impairment adjustment is deemed necessary, such loss is measured by the amount that the carrying value of such assets exceeds their fair value. Considerable management judgment is necessary to estimate the fair value of assets; accordingly, actual results could vary significantly from such estimates. Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.

Unproved Oil and Gas Properties

We follow the full cost method of accounting for oil and gas operations whereby all costs associated with the exploration for and development of oil and gas reserves, whether productive or unproductive, are capitalized. Such expenditures include 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 are capitalized only if they can be directly identified with acquisition, exploration, or development activities. As of September 30, 2003, we have not capitalized any internal costs.

Expenditures that are considered unlikely to be recovered are written off. On a quarterly basis the Board of Directors assesses whether or not there is an asset impairment. The current oil and gas exploration and development activities are considered to be in the pre-production stage.

Segment Reporting

We follow SFAS 131, “Disclosure about Segments of an Enterprise and Related Information”. Certain information is disclosed, per SFAS 131, based on the way management organizes financial information for making operating decisions and assessing performance.  We currently operate in one business segment and will evaluate additional segment disclosure requirements as it expands operations.

Stock-Based Compensation

We account for stock based compensation in accordance with SFAS 123, "Accounting for Stock-Based Compensation." The provisions of SFAS 123 allow companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees" (APB 25) but disclose the pro forma effects on net income (loss) had the fair value of the options been expensed.   We elected to continue to apply APB 25 in accounting for our stock option incentive plans.

We have issued our common stock as compensation to non-employees.  We measure the amount of stock-based compensation as of the earlier of (1) the date at which an agreement is reached with the non-employee as to the number of shares to be issued for performance, or (2) the date at which the non-employees performance is complete.

RISK FACTORS

Much of the information included in this registration statement 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 business operations.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment 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.

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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 proceed with our commitments in connection with the Smoky project or while we continue our search for a new business opportunity.  Prospective investors should consider carefully the risk factors set out below.

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 its development. We are engaged in the business of exploring and, if warranted, developing commercial reserves of oil and gas. Our properties are in the exploration stage only and are without known reserves of oil and gas.   Accordingly, we have not realized a profit from our operations to date and there is little likelihood that we will realize any profits in the short term.  Any profitability in the future from our business will be dependent upon locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein.

A portion of our interest in our properties may be lost if we are unable to obtain significant additional financing.

Our ability to continue exploration and, if warranted, development of our properties will be dependent upon our ability to raise significant additional financing. If we are unable to obtain such financing, a portion of our interest in our properties may be lost to exploration partners or our properties may be lost entirely.  We have limited financial resources and limited cash flow from operations and we are dependent for funds on our ability to sell our common shares, primarily on a private placement basis.  There can be no assurance that we will be able to obtain financing on that basis in light of factors such as the market demand for our securities, the state of financial markets generally and other relevant factors.  The method of financing employed by us to date results in increased dilution to the existing shareholders each time a private placement is conducted.

There can be no assurance that additional funding will be available to us for exploration and development of our projects or to fulfil our obligations under any applicable agreements.  Although historically we have announced additional financings to proceed with the development of some of our previous properties, there can be no assurance that we will be able to obtain adequate financing in the future or that the terms of such financing will be favourable.  Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of our projects with the possible loss of such properties.

We will require substantial funds to enable us to decide whether our properties contain commercial oil and gas deposits and whether they should be brought into production, and if we cannot raise the necessary funds we may never be able to realize the potential of our properties.

Our decision as to whether our properties contain commercial oil and gas deposits and should be brought into production will require substantial funds and depend upon the results of exploration programs and feasibility studies and the recommendations of duly qualified engineers, geologists, or both.  This decision will involve consideration and evaluation of several significant factors including but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies, and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) market prices for the oil and gas to be produced; (5) environmental compliance regulations and restraints; and (6) political climate, governmental regulation and control.

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We have obtained title reports, but these reports do not guarantee title against all possible claims.  Our properties may be subject to prior unregistered agreements, native land claims or transfers which have not been recorded or detected, resulting in a possible claim against any future revenues generated by such properties.

We have obtained title reports with respect to our oil and gas properties and believe our interests are valid and enforceable; however, these reports do not guarantee title against all possible claims.  The properties may be subject to prior unregistered agreements, native land claims or transfers which have not been recorded or detected through title research.  Additionally, the land upon which we hold oil and gas leases may not have been surveyed; therefore, the precise area and location of such interests may be subject to challenge.

Our accounts are subject to currency fluctuations which may materially affect our financial position and results.

We maintain our accounts in US and Canadian currencies and are therefore subject to currency fluctuations and such fluctuations may materially affect our financial position and results. 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 our properties commence production, 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 John Hislop 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 any of our employees. The loss of service of any of our key personnel could have a material adverse effect on our operations or financial condition.

We are dependent upon Olympia Energy Inc.’s expertise in the area of oil and gas exploration.

Under the Farm-in Agreement, Olympia Energy Inc. will act as operator for the purposes of carrying out the work necessary to obtain our right to earn an interest under the Farm-in Agreement and we are therefore dependent upon Olympia Energy Inc. expertise in the area of oil and gas exploration.

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 management of our company might arise.

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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.

Our shares of common stock are subject to rules promulgated by the Securities and Exchange Commission relating to "penny stocks," which apply to companies whose shares are not traded on a national stock exchange or on the NASDAQ system, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the Securities and Exchange Commission.  These rules require brokers who sell "penny stocks" to persons other than established customers and "accredited investors" to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in the such penny stocks.  These rules may discourage or restrict the ability of brokers to sell our shares of common stock and may affect the secondary market for our shares of common stock.  These rules could also hamper our ability to raise funds in the primary market for our shares of common s tock.

Since our shares are thinly traded, and trading on the OTC Bulletin Board may be sporadic because it is not an exchange, stockholders may have difficulty reselling their shares.

Our shares of common stock are currently publicly traded on the OTC Bulletin Board service of the National Association of Securities Dealers, 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 our shares of common stock will be matched or maintained.  These broad market and industry factors may adversely affect the market price of our shares of 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 expenses (including, without limitation, attorneys' fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that the person is one of our officers or directors) incurred by an officer or director in defending any such proceeding to the maximum extent permitted by Wyoming law.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of our company under Wyoming law or otherwise, we have been advised the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

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 incorporation documents authorize the issuance of 50,000,000 shares of common stock, each with a par value of $0.001.  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.

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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.

Risks Relating to the Industry

As our properties are in the exploration and development stage there can be no assurance that we will establish commercial discoveries on our properties.

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. Our properties are in the exploration and development stage only and are without proven reserves of oil and gas.  There can be no assurance that we will establish commercial discoveries on any of our properties.

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 staffs.  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.  There can be no assurance that the necessary funds can be raised or that any projected work will be completed.

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. 

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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, provincial, 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, state, 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.  No assurance can be given that environmental standards imposed by federal, provincial, or local authorities will not be changed or that any such changes would not 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 u s.  Additionally, we may be subject to liability for pollution or other environmental damages which it may elect not to insure against due to prohibitive premium costs and other reasons.

Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of our operations.

In general, our exploration and production activities are subject to certain federal, provincial 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 has not had a material effect on our operations or financial condition to date.  Specifically, we are subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes.  In addition, 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 do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

We believe that our operations comply, in all material respects, with all applicable environmental regulations.

Our operating partners maintain insurance coverage customary to the industry; however, it is 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, labor 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 it cannot adequately insure or which it may 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.

There is no assurance that the laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency will not be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.

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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 3. Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, our Company carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, including our Company's President, Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Company's President, Chief Executive Officer and Chief Financial Officer concluded that our Company's disclosure controls and procedures are effective as of the end of the period covered by this report. There have been no significant changes in our Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date our Company carried out its evaluation.

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

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Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 2. Changes in Securities.

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K.

Reports of Form 8-K

None.

Financial Statements Filed as a Part of the Quarterly Report

Our unaudited interim financial statements include:

Balance Sheets

Statements of Operations

Statements of Cash Flows

Notes to the Financial Statements

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Exhibits Required by Item 601 of Regulation S-B

(2) Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation or Succession

2.1 Purchase and Sale Agreement dated February 28, 2001 (incorporated by reference from our Consent Solicitation Statement on Schedule 14A, filed on April 26, 2001)

(3) Articles of Incorporation and Bylaws

3.1 Certificate of Incorporation (incorporated by reference from our Registration Statement on Form 10-SB, filed on March 31, 2000)

3.2 Certificate of Amendment of Certificate of Incorporation (incorporated by reference from our Registration Statement on Form 10-SB, filed on March 31, 2000)

3.3 Bylaws (incorporated by reference from our Registration Statement on Form 10-SB, filed on March 31, 2000)

3.4 Certificate of Merger (Delaware) effective June 12, 2003 (incorporated by reference from our Form 10-KSB, filed on June 30, 2003)

3.5 Certificate of Merger (Wyoming) effective June 13, 2003 (incorporated by reference from our Form 10-KSB, filed on June 30, 2003)

3.6** Amended and Restated Bylaws

(10) Material Contracts

10.1 1999 Stock Option Plan (incorporated by reference from our Registration Statement on Form 10-SB filed with the SEC on March 31, 2000)

10.2 Quitclaim Release and Assumption Agreement with Saurus Resources, Inc. and VRD, Inc., dated December 6, 2001 (incorporated by reference from our Quarterly Report on Form 10-QSB filed with the SEC on  February 14, 2002)

10.3 Farm-in Agreement with Olympia Energy Inc., dated November 21, 2001 (incorporated by reference from our Quarterly Report on Form 10-QSB filed with the SEC on February 14, 2002)

10.4 Management Services Agreement with D. Sharpe Management Inc., dated July 1, 2002 (incorporated by reference from our Quarterly Report on Form 10-QSB filed with the SEC on August 14, 2002)

(31) 306 Certifications

31.1** Section 302 Certification under Sarbanes-Oxley Act of 2002 of John Hislop, dated November 14, 2003;

(32) 906 Certifications

32.1** Section 906 Certification under Sarbanes-Oxley Act of 2002 of John Hislop, dated November 14, 2003

**Filed herewith

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NATION ENERGY, INC.

By:                  "John R. Hislop"                        
John Hislop, President, Chief Executive Officer, Chairman of the Board,
Chief Financial/Director
(Principal Executive Officer and Principal Financial and Accounting Officer)
Date: November 14, 2003

EX-3.6

BYLAWS

OF

NATION ENERGY INC.

(a Wyoming Corporation)

TABLE OF CONTENTS

Section		Page
1	Definitions	1
2	Shares & Share Certificates	3
3	Issue of Shares	5
4	Share Registers	6
5	Transfer of Shares	6
6	Transmission of Shares	7
7	Alteration of Capital	8
8	Purchase and Redemption of Shares	10
9	Borrowing Powers	11
10	Shareholders meetings	12
11	Proceedings at Shareholders Meetings	13
12	Votes of Shareholders	16
13	Directors	18
14	Election and Removal of Directors	19
15	Powers and Duties of Directors	20
16	Disclosure of Interest of Directors	21
17	Proceedings of Directors	23
18	Executive and Other Committees	25
19	Officers	26
20	Indemnity and Protection of Directors, Officers and Employees	27
21	Dividends and Reserves	28
22	Record Dates	29
23	Documents, Records and Financial Statements	30
24	Notices	30
25	Prohibitions	31

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BYLAWS

OF

NATION ENERGY INC.

SECTION 1.     DEFINITIONS

1.1    In these Bylaws, unless the context otherwise requires:

(a)    "Articles" means the Articles of Continuation, and all amendments thereto, filed with the Secretary of State of the State of Wyoming;

(b)    "Corporation Act" means the Wyoming Business Corporation Act, Wyoming Statutes §§ 17-16-101 et. seq. from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(c)    "designated security" means a security of the Corporation that is not a debt security and that:

(i)    carries a voting right in all circumstances or under some circumstances that have occurred and are continuing, or

(ii)    carries a residual right to participate in the earnings of the Corporation or, upon the liquidation or winding up of the Corporation, in its assets;

(d)    "Directors", "Board of Directors" or "Board" means the Directors or, if the Corporation has only one Director, the Director of the Corporation for the time being;

(e)    "month" means calendar month;

(f)    "registered address" of a Director means the address of the Director recorded in the register of directors;

(g)    "registered address" of a shareholder means the address of the shareholder recorded in the register of shareholders;

(h)    "registered owner" or "registered holder" when used with respect to a share in the capital of the Corporation means the person registered in the register of shareholders in respect of such share;

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(i)    "regulations" means the regulations made pursuant to the Corporation Act;

(j)    "Secretary of State" means the Secretary of State of the State of Wyoming.

1.2    Expressions referring to writing shall be construed as including references to printing, lithography, typewriting. photography and other modes of representing or reproducing words in a visible form.

1.3    Words importing the singular include the plural and vice versa, words importing male persons include female persons and words importing persons shall include corporations.

1.4    The meaning of any words or phrases defined in the Corporation Act shall, if not inconsistent with the subject or context, bear the same meaning in these Bylaws.

1.5    The rules of construction contained in the Interpretation Act shall apply, mutatis mutandis, to the interpretation of these Bylaws.

SECTION 2.    SHARES AND SHARE CERTIFICATES

2.1    Every share certificate issued by the Corporation shall be in such form as the Directors may approve from time to time and shall contain such statements as are required by, and shall otherwise comply with, the Corporation Act.

2.2    Every shareholder is entitled, without charge, to one certificate representing the share or shares of each class held by him except that, in respect of a share or shares held jointly by several shareholders, the Corporation shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint registered holders or to his duly authorized agent shall be sufficient delivery to all. The Corporation shall not be bound to issue certificates representing redeemable shares if such shares are to be redeemed within one month of the date on which they were allotted.

2.3    Any share certificate may be sent by registered mail to the shareholder entitled thereto, and neither the Corporation nor any transfer agent shall be liable for any loss occasioned to the shareholder resulting from the loss or theft of any such share certificate so sent.

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2.4    If a share certificate:

(a)    is worn out or defaced, the Directors may, upon production to the Corporation of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be canceled and issue a new certificate in lieu thereof;

(b)    is lost, stolen or destroyed, the Directors may, upon proof thereof to their satisfaction and upon such indemnity, if any, being given as they consider adequate, issue a new share certificate in lieu thereof to the person entitled to such lost, stolen or destroyed certificate; or

(c)    represents more than one share and the registered owner thereof surrenders it to the Corporation with a written request that the Corporation issue in his name two or more certificates each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Directors shall cancel the certificate so surrendered and issue in lieu thereof certificates in accordance with such request.

2.5    If a shareholder owns shares of a class or series represented by more than one share certificate and surrenders the certificates to the Corporation with a written request that the Corporation issue in his name one certificate representing in the aggregate the same number of shares as the certificates so surrendered, the Directors shall cancel the certificates so surrendered and issue in lieu thereof a certificate in accordance with such request.

2.6    The Directors may from time to time determine the amount of a charge, not exceeding an amount prescribed by the regulations or the Corporation Act, to be imposed for each certificate issued pursuant to Bylaws 2.4 and 2.5.

2.7    Every share certificate shall be signed manually by at least one officer or Director of the Corporation, or by or on behalf of a registrar, branch registrar, transfer agent or branch transfer agent of the Corporation and any additional signatures may be printed or otherwise mechanically reproduced and, in such event, a certificate so signed is as valid as if signed manually, notwithstanding that any person whose signature is so printed or mechanically reproduced shall have ceased to hold the office that he is stated on such certificate to hold at the date of the issue of the certificate.

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2.8    Except as required by law, statute or these Bylaws, no person shall be recognized by the Corporation as holding any share upon any trust, and the Corporation shall not be bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or in any fractional part of a share or (except as provided by law, statute or these Bylaws or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in its registered holder.

SECTION 3.    ISSUE OF SHARES

3.1    Except as provided in the Corporation Act, the  Articles of the Corporation and these Bylaws, and subject to any direction to the contrary contained in a resolution of the shareholders authorizing any increase or alteration of capital, the shares of the Corporation shall be under the control of the Directors who may, subject to the rights of the holders of issued shares of the Corporation, allot and issue, or grant options in respect of shares authorized but not issued or issued and redeemed or purchased, at such times and to such persons, including Directors, and in such manner and upon such terms and conditions, and at such price or for such consideration, as the Directors in their absolute discretion may determine.

3.2    If the Directors are required by the Corporation Act before allotting any shares to offer them pro rata to the shareholders, the Directors shall, before allotting any shares, comply with the applicable provisions of the Corporation Act.

3.3    Subject to the provisions of the Corporation Act, the Corporation may pay a commission or allow a discount to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for its shares, or procuring or agreeing to procure subscriptions, whether absolutely or conditionally, for any such shares, but if the Corporation is not a specially limited corporation, the rate of the commission and discount shall not in the aggregate exceed 25% of the amount of the subscription price of such shares.

3.4    No share may be issued until it is fully paid and the Corporation shall have received the full consideration therefor in cash, property or past services actually performed for the Corporation. A document evidencing indebtedness of the allottee is not property for the purpose of this Bylaw. The value of property or services for the purpose of this Bylaw shall be the value determined by the Directors by resolution to be, in all the circumstances of the transaction, no greater than the fair market value thereof.  The full consideration received for a share issued by way of dividend shall be the amount determined by the Directors to be the amount of the dividend.

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PART 4.    SHARE REGISTERS

4.1    The Corporation shall keep or cause to be kept a list of shareholders as required by the Corporation Act.  The list shall be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. The Directors may appoint a trust company to keep the aforesaid registers or, if there is more than one class of shares, the Directors may appoint a trust company, which need not be the same trust company, to keep the registers for each class of shares. The Directors may also appoint one or more trust companies, including the trust company which keeps the said registers of its shares or of a class thereof, as transfer agent for its shares or such class thereof, as the case may be, and the same or another trust company or companies as registrar for its shares or such class thereof, as the case may be.  The Directors may terminate the appointment of any such trust company at any time and may appoint another trust company in its place.

4.2    Unless prohibited by the Corporation Act, the Corporation may keep or cause to be kept at its principal office or one or more branch offices, registers of shareholders.

4.3     The Corporation shall not at any time close its register of shareholders.

SECTION 5.     TRANSFER OF SHARES

5.1    Subject to the provisions of the Articles and these Bylaws and to restrictions on transfer, if any, contained in these Bylaws, any shareholder may transfer any of his shares by instrument of transfer executed by or on behalf of such shareholder and delivered to the Corporation or its transfer agent. The instrument of transfer shall be in the form, if any, on the back of the Corporation's share certificates or in such other form as the Directors may from time to time approve. If the Directors so require, each instrument of transfer shall be in respect of only one class of shares. Except to the extent that the Corporation Act may otherwise provide, the transferor shall be deemed to remain the holder of the shares until the name of the transferee is entered in the register of shareholders or a branch register of shareholders in respect thereof.

5.2    The signature of the registered owner of any shares, or of his duly authorized attorney, upon an authorized instrument of transfer shall constitute a complete and sufficient authority to the Corporation, its Directors, officers and agents to register in the name of the transferee as named in the instrument of transfer the number of shares specified therein or, if no number is specified, all the shares of the registered owner represented by share certificates deposited with the instrument of transfer. If no transferee is named in the instrument of transfer, the instrument of transfer shall constitute a complete and sufficient authority to the Corporation, its Directors, officers and agents to register, in the name of the person on whose behalf any certificate for the shares to be transferred is deposited with the Corporation for the purpose of having the transfer registered, the number of shares specified in the instrument of transfer or, if no number is specified, all the shares represented by all share certificates deposited with the instrument of transfer.

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5.3    The Corporation and its Directors, officers and transfer agent or agents shall not be bound to inquire into the title of the person named in the form of transfer as transferee or, if no person is named therein as transferee, of the person on whose behalf the certificate is deposited with the Corporation for the purpose of having the transfer registered, or be liable to any claim by such registered owner or by any intermediate owner or holder of the certificate or of any of the shares represented thereby or any interest therein for registering the transfer, and the transfer, when registered, shall confer upon the person in whose name the shares have been registered a valid title to such shares.

5.4    Every instrument of transfer shall be executed by the transferor and left at the principal office of the Corporation or at the office of its transfer agent or registrar for registration together with the share certificate for the shares to be transferred and such other evidence, if any, as the Directors, the transfer agent or registrar may require to prove the title of the transferor or his right to transfer the shares and the right of the transferee to have the transfer registered. All instruments of transfer where the transfer is registered shall be retained by the Corporation or its transfer agent or registrar and any instrument of transfer, where the transfer is not registered, shall be returned to the person depositing the same together with the share certificate which accompanied the same when tendered for registration.

5.5    There shall be paid to the Corporation in respect of the registration of any transfer such sum, if any, as the Directors may from time to time determine.

SECTION 6.    TRANSMISSION OF SHARES

6.1    In the case of the death of a shareholder, the survivor or survivors where the deceased was a joint registered holder of shares, and the legal personal representative of the deceased shareholder where he was the sole holder, shall be the only persons recognized by the Corporation as having any title to his interest in the shares. Before recognizing any legal Personal representative the Directors may require him to produce a certified copy of a grant of probate or letters of administration, letters testamentary, order or other instrument or other evidence of the death under which title to the shares is claimed to vest, and such other documents as the Corporation Act requires.

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6.2    Upon the death or bankruptcy of a shareholder, his personal representative or trustee in bankruptcy, as the case may be, although not a shareholder, shall have the same rights, privileges and obligations that attach to the shares formerly held by the deceased or bankrupt shareholder if the documents required by the Corporation Act shall have been deposited at the Corporation's principal office.

6.3    Any person becoming entitled to a share in consequence of the death or bankruptcy of a shareholder shall, upon such documents and evidence being produced to the Corporation as the Corporation Act requires, or who becomes entitled to a share as a result of an order of a Court of competent jurisdiction or a statute, have the right either to be registered as a shareholder in his representative capacity in respect of such share or, if he is a personal representative or trustee in bankruptcy, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made; but the Directors shall, as regards a transfer by a personal representative, or trustee in bankruptcy, have the same right, if any, to decline or suspend registration of a transferee as they would have in the case of a transfer of a share by the deceased or bankrupt person before the death or bankruptcy.

SECTION 7.    ALTERATION OF CAPITAL

    7.1    The Corporation may by resolution amend its Articles to increase its authorized capital by:

(a)    creating shares with par value or shares without par value, or both;

(b)    increasing the number of shares with par value or shares without par value, or both;

(c)    increasing the par value of a class of shares with par value, if no shares of that class are issued;

(d)    subdivide all or any of its unissued or fully paid issued shares with par value into shares with smaller par value;

(e)    subdivide all or any of its unissued or fully paid issued shares without par value so that the number of those shares is increased;

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(f)    consolidate all or any of its shares with par value into shares of larger par value;

(g)    consolidate all or any of its shares without par value so that the number of those shares authorized is reduced;

(h)    change all or any of its unissued or fully paid issued shares with par value into shares without par value;

(i)    change all or any of its unissued shares without par value into shares with par value;

(j)    alter the name or designation of all or any of its issued or unissued shares; or

(k)    alter the provisions as to the maximum price or consideration at or for which shares without par value may be issued,

but only to such extent, in such manner and with such consents of shareholders holding shares of a class or series which are the subject of or are affected by such alteration as the Corporation Act provides.

    7.2    The Corporation may alter its Articles or these Bylaws:

(a)    by resolution, to create, define and attach special rights or restrictions to any shares, whether issued or unissued, and    

(b)    by resolution and by otherwise complying with any applicable provision of its Articles or these Bylaws, to vary or abrogate any special rights or restrictions attached to any shares, whether issued or unissued, and in each case by filing a certified copy of such resolution with the Secretary of State but no right or special right attached to any issued shares shall be prejudiced or interfered with unless all shareholders holding shares of each class or series whose right or special right is so prejudiced or interfered with consent thereto in writing, or unless a separate resolution is consented thereto by the shareholders holding shares of each such class or series passed by a majority of 3/4 of the votes cast, or such greater majority as may be specified by the special rights attached to the class or series, of the issued shares of such class or series.

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7.3    Notwithstanding such consent in writing or such separate resolution, no such alteration shall be valid as to any part of the issued shares of any class or series unless the holders of the rest of the issued shares of such class or series either all consent thereto in writing or consent thereto by a separate resolution passed by a majority of 3/4 of the votes cast.

7.4    Unless these Bylaws otherwise provide, the provisions of these Bylaws relating to general meetings shall apply, with the necessary changes and so far as they are applicable, to a class meeting or series meeting but the quorum at a class meeting or series meeting shall be one person holding or representing by proxy one‑third of the shares affected.

SECTION 8.     PURCHASE AND REDEMPTION OF SHARES

8.1    Subject to the special rights and restrictions attached to any shares, the Corporation may, by a resolution of the Directors and in compliance with the Corporation Act, purchase any of its shares at the price and upon the terms specified in such resolution or redeem any shares that have a right of redemption attached to them in accordance with the special rights and restrictions attaching thereto. No such purchase or redemption shall be made if the Corporation is insolvent at the time of the proposed purchase or redemption or if the proposed purchase or redemption would render the Corporation insolvent.

8.2    Unless shares are to be purchased by the Corporation through a stock exchange or the Corporation is purchasing the shares from a dissenting shareholder pursuant to the requirements of the Corporation Act or the Corporation is purchasing the shares from a bona fide employee or bona fide former employee of the Corporation or of an affiliate of the Corporation, the Corporation shall make its offer to purchase pro rata to every shareholder who holds shares of the class or series to be purchased.

8.3    If the Corporation proposes at its option to redeem some but not all of the shares of a particular class or series, the Directors may, subject to the special rights and restrictions attached to the shares of such class or series decide the manner in which the shares to be redeemed shall be selected.

8.4    Subject to the provisions of the Corporation Act, the Corporation may reissue a canceled share that it has redeemed or purchased, or sell a share that it has redeemed or purchased but not canceled, but the Corporation may not vote or pay or make any dividend or other distribution in respect of a share that it has redeemed or purchased.

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SECTION 9.     BORROWING POWERS

    9.1    The Directors may from time to time in their discretion authorize the Corporation to:

(a)    borrow money in such amount, in such manner, on such security, from such sources and upon such terms and conditions as they think fit;

(b)    guarantee the repayment of money borrowed by any person or the performance of any obligation of any person;

(c)    issue bonds, debentures, notes and other debt obligations either outright or as continuing security for any indebtedness or liability, direct or indirect, or obligations of the Corporation or of any other person; and

(d)    mortgage, charge (whether by way of specific or floating charge) or give other security on the undertaking or on the whole or any part of the property and assets of the Corporation, both present and future.

9.2    Any bonds, debentures, notes or other debt obligations of the Corporation may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Corporation, appointment of Directors or otherwise and may by their terms be assignable free from any equities between the Corporation and the person to whom they were issued or any subsequent holder thereof, all as the Directors may determine.

9.3    The Corporation shall keep or cause to be kept within the principal office of the Corporation a register of its debentures and a register of debentureholders which registers may be combined, and, subject to the provisions of the Corporation Act, may keep or cause to be kept one or more branch registers of its debenture holders at such place or places as the Directors may from time to time determine and the Directors may by resolution, regulation or otherwise make such provisions as they think fit respecting the keeping of such branch registers.

9.4    Every bond, debenture, note or other debt obligation of the Corporation shall be signed manually by at least one Director or officer of the Corporation or by or on behalf of a trustee, registrar, branch registrar, transfer agent or branch transfer agent for the bond, debenture, note or other debt obligation appointed by the Corporation or under any instrument under which the bond, debenture, note or other debt obligation is issued and any additional signatures may be printed or otherwise mechanically reproduced thereon and, in such event, a bond, debenture, note or other debt obligation so signed is as valid as if signed manually notwithstanding that any person whose signature is so printed or mechanically reproduced shall have ceased to hold the office that he is stated on such bond, debenture, note or other debt obligation to hold at the date of the issue thereof.

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SECTION 10.     SHAREHOLDERS  MEETINGS

10.1    Subject to an annual shareholder meeting shall be held once in every calendar year at such time (not being more than 13 months after the date that the last annual shareholders meeting was held or was deemed to have been held) and place as may be determined by the Directors.

10.2    Action required or permitted by the Corporation Act or these Bylaws to be taken at a shareholders' meeting may be taken without a meeting if notice of the proposed action is given to all voting shareholders and the action is taken by the holders of all shares entitled to vote on the action.  The action shall be evidenced by one (1) or more written consents bearing the date of signature and describing the action taken, signed, either manually or in facsimile, by the holders of the requisite number of shares entitled to vote on the action, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.

10.3    Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called for by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth (1/10th)of all outstanding shares of the Corporation entitled to vote at the meeting.

10.4    The Board of Directors may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.  A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place as the place for the holding of such meeting.  If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at the principal office of the Corporation.

10.5    Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed

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to be delivered when deposited in the United States mail, addressed to the shareholder at the shareholder's address as it appears on the Stock Transfer Books of the Corporation, with postage thereon prepaid. 

10.6    All the shareholders of the Corporation entitled to attend and vote at a shareholders meeting may, by unanimous consent in writing given before, during or after the meeting, or if they are present at the meeting by a unanimous vote, waive or reduce the period of notice of such meeting and an entry in the minute book of such waiver or reduction shall be sufficient evidence of the due convening of the meeting.

10.7    Except as otherwise provided by the Corporation Act, where any special business at a shareholders meeting includes considering, approving, ratifying, adopting or authorizing any document or the execution thereof or the giving of effect thereto, the notice convening the meeting shall, with respect to such document, be sufficient if it states that a copy of the document or proposed document is or will be available for inspection by shareholders at the principal office or records office of the Corporation or at some other place designated in the notice during usual business hours up to the date of such shareholders meeting.

SECTION 11.     PROCEEDINGS AT SHAREHOLDERS MEETINGS

    11.1    All business shall be deemed special business which is transacted at:

(a)    an annual shareholders meeting, with the exception of the conduct of and voting at such meeting, consideration of the financial statements and the respective reports of the Directors and the auditor, fixing or changing the number of directors, the election of Directors, the appointment of an auditor, fixing of the remuneration of the auditor and such other business as by these Bylaws or the Corporation Act may be transacted at a shareholders meeting without prior notice thereof being given to the shareholders or any business which is brought under consideration by the report of the Directors; and

(b)    any special meeting, with the exception of the conduct of and voting at such meeting.

11.2    No business, other than election of the chairman or the adjournment or termination of the meeting, shall be conducted at any shareholders meeting unless the required quorum of members, entitled to attend and vote, is present at the commencement of the meeting, but a quorum need not be present throughout the meeting.

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11.3    Except as provided in the Corporation Act and these Bylaws a quorum shall be two persons present and being, or representing by proxy, shareholders holding not less than 10% of the shares entitled to be voted at the meeting.  If there is only one shareholder the quorum is one person present and being, or representing by proxy, such shareholder. The Directors, the senior officers of the Corporation, the solicitor of the Corporation and the auditor of the Corporation, if any, shall be entitled to attend at any shareholders meeting but no such person shall be counted in the quorum or be entitled to vote at any shareholders meeting unless he shall be a shareholder or proxyholder entitled to vote at such meeting.

11.4    If within half an hour from the time appointed for a shareholders meeting a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be terminated. In any other case the meeting shall stand adjourned to the same day in the next week, at the same time and place, and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the person or persons present and being, or representing by proxy, a shareholder or shareholders entitled to attend and vote at the meeting shall be a quorum.

11.5    The Chairman of the Board or in his absence, or if there is no Chairman of the Board, the President or in his absence a Vice-President, if any, shall be entitled to preside as chairman at every meeting of the shareholders.

11.6    If at any shareholders meeting neither the Chairman of the Board nor the President nor a Vice-President is present within 15 minutes after the time appointed for holding the meeting or if any of them is present and none of them is willing to act as chairman, the Directors present shall choose one of their number to be chairman, or if all the Directors present decline to take the chair or shall fail to so choose or if no Director is present, the shareholders present shall choose one of their number or any other person to be chairman.

11.7    The chairman of a shareholders meeting may, with the consent of the meeting if a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.  When a meeting is adjourned for 30 days or more, notice, but not "advance notice", of the adjourned meeting shall be given as in the case of the original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.

11.8    No motion proposed at a shareholders meeting need be seconded and the chairman may propose or second a motion.

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11.9  Subject to the provisions of the Corporation Act, every motion or question submitted to a meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is directed by the chairman or demanded by at least one shareholder entitled to vote who is present in person or by proxy.  The chairman shall declare to the meeting the decision on every motion or question in accordance with the result of the show of hands or the poll, and such decision shall be entered in the record of proceedings of the Corporation.  A declaration by the chairman that a motion or question has been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the record of the proceedings of the Corporation shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against that motion or question.

11.10  The chairman of the meeting shall be entitled to vote any shares carrying the right to vote held by him but in the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall not have a second or casting vote in addition to the vote or votes to which he may be entitled as a shareholder.

11.11  No poll may be demanded on the election of a chairman. A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken as soon as, in the opinion of the chairman, is reasonably convenient, but in no event later than 7 days after the meeting and at such time and place and in such manner as the chairman of the meeting directs. The result of the poll shall be deemed to be the resolution of and passed at the meeting at which the poll was demanded. Any business other than that upon which the poll has been demanded may be proceeded with pending the taking of the poll. A demand for a poll may be withdrawn.  In any dispute as to the admission or rejection of a vote the decision of the chairman made in good faith shall be final and conclusive.

11.12  Every ballot cast upon a poll and every proxy appointing a proxyholder who casts a ballot upon a poll shall be retained by the Secretary for such period and be subject to such inspection as the Corporation Act may provide.

11.13  On a poll a person entitled to cast more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

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SECTION 12.     VOTES OF SHAREHOLDERS

12.1    Subject to any voting rights or restrictions attached to any class of shares and the restrictions as to voting on joint registered holders of shares, on a show of hands every shareholder who is present in person and entitled to vote at a shareholders meeting or class meeting shall have one vote and on a poll every shareholder entitled to vote shall have one vote for each share of which he is the registered holder and may exercise such vote either in person or by proxyholder.

12.2    Any person who is not registered as a shareholder but is entitled to vote at a shareholders meeting or class meeting in respect of a share, may vote the share in the same manner as if he were a shareholder but, unless the Directors have previously admitted his right to vote at that meeting in respect of the share, he shall satisfy the Directors of his right to vote the share before the time for holding the meeting, or adjourned meeting, as the case may be, at which he proposes to vote.

12.3    Any corporation, not being a subsidiary of the Corporation, which is a shareholder of the Corporation may by resolution of its directors of other governing body authorize such person as it thinks fit to act as its representative at any shareholders meeting of class meeting and to speak and vote at any such meeting or to sign resolutions of shareholders. The person so authorized shall be entitled to exercise in respect of and at any such meeting the same powers on behalf of the Corporation which he represents as that corporation could exercise if it were an individual shareholder of the Corporation personally present, including, without limitation, the right, unless restricted by such resolution, to appoint a proxyholder to represent such corporation, and he shall be counted for the purpose of forming a quorum if present at the meeting. Evidence of the appointment of any such representative may be sent to the Corporation by written instrument, telegram, telex, telecopier or any method of transmitting legibly recorded messages.  Notwithstanding the foregoing, a corporation being a shareholder may appoint a proxyholder.

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12.4    In the case of joint registered holders of a share the vote of the senior who exercises a vote, whether in person or by proxyholder, shall be accepted to the exclusion of the votes of the other joint registered holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of shareholders. Several legal personal representatives of a deceased shareholder whose shares are registered in his sole name shall for the purpose of this Article be deemed joint registered holders.

12.5    A shareholder of unsound mind entitled to attend and vote, in respect of whom an order has been made by any court having jurisdiction, may vote, whether on a show of hands or on a poll, by his committee, curator bonis, or other person in the nature of a committee or curator bonis appointed by that court, and any such committee, curator bonis or other person may appoint a proxyholder.

12.6    A shareholder holding more than one share in respect of which he is entitled to vote shall be entitled to appoint one or more proxyholders to attend, act and vote for him on the same occasion. If such a shareholder should appoint more than one proxyholder for the same occasion he shall specify the number of shares each proxyholder shall be entitled to vote. A shareholder may also appoint one or more alternate proxyholders to act in the place and stead of an absent proxyholder.

12.7    A form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or, if the appointor is a corporation, under the hand of a duly authorized officer or attorney.

12.8    Any person may act as proxyholder whether or not he is a shareholder. The proxy may authorize the proxyholder to act as such for the appointor for such period, at such meeting or meetings and to the extent permitted by the Corporation Act.

12.9    A form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof shall be deposited at the principal office of the Corporation or at such other place as is specified for that purpose in the notice calling the meeting, or shall be deposited with the chairman of the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at any place or places and providing for particulars of such proxies to be sent to the Corporation or any agent of the Corporation in writing or by letter, telegram, telex, telecopier or any method of transmitting legibly recorded messages so as to arrive before the commencement of the meeting or adjourned meeting at the registered office of the Corporation or at the office of any agent of the Corporation appointed for the purpose of receiving such particulars and also providing that proxies so deposited may be acted upon as though the proxies themselves were deposited as required by this Section, and votes given in accordance with such regulations shall be valid and shall be counted.

12.10  Unless the Corporation Act or any other statute or law which is applicable to the Corporation or to any class or series of its shares requires any other form of proxy, a proxy, whether for a specified meeting or otherwise, shall be in the following form, or in such other form that the Directors or the chairman of the meeting shall approve:

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(Name of Corporation)

The undersigned, being a shareholder of the above Corporation, hereby appoints                      or failing him                      as proxyholder for the undersigned to attend, act and vote for and on behalf of the undersigned at the shareholders' meeting of the Corporation to be held on the _____ day of                 , _______ and at any adjournment thereof.

Signed this _____ day of                 , _______.

(Signature of shareholder)

12.11  A vote given in accordance with the terms of a proxy is valid notwithstanding the previous death or incapacity of the shareholder giving the proxy or revocation of the proxy or of the authority under which the proxy was executed or transfer of the share or shares in respect of which the proxy is given unless notification in writing of such death, incapacity, revocation or transfer shall have been received at the registered office of the Corporation or by the chairman of the meeting or adjourned meeting for which the proxy is given before the vote is taken.

    12.12  Every proxy may be revoked by an instrument in writing:

(a)    executed by the shareholder giving the same or by his attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation; and

(b)    delivered either at the registered office of the Corporation at any time up to and including the last business day preceding the day of the meeting or adjourned meeting for which the proxy is given, or to the chairman of the meeting on the day of the meeting of any adjournment thereof before any vote in respect of which the proxy is given shall have been taken, or in any other manner provided by law.

SECTION 13.     DIRECTORS

13.1    The business and affairs of the Corporation shall be managed by its Board of Directors.

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13.2    The number of directors of the Corporation shall be not less than one (1), nor more than seven (7).  The terms of all directors shall expire at the next annual shareholders meeting following their election, unless the terms of the directors are staggered in accordance with Wyoming Statute § 17-16-806.  Despite the expiration of a Director's term, he shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.  Directors need not be residents of the State of Wyoming or shareholders of the Corporation.

13.3    The remuneration of the Directors as such may from time to time be determined by the Directors or, if the Directors shall so decide, by the shareholders. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Corporation as such who is also a Director. The Directors shall be repaid such reasonable traveling, accommodation and other expenses as they incur in and about the business of the Corporation and if any Director shall perform any professional or other services for the Corporation that in the opinion of the Directors are outside the ordinary duties of a Director or shall otherwise be specially occupied in or about the Corporation's business, he may be paid a remuneration to be fixed by the Board, or, at the option of such Director, by the shareholders, and such remuneration may be either in addition to or in substitution for any other remuneration that he may be entitled to receive. Unless otherwise determined by resolution, the Directors on behalf of the Corporation may pay a gratuity, pension or retirement allowance to any Director who has held any office or appointment with the Corporation or to his spouse or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

13.4    A Director shall not be required to hold a share of stock in the Corporation as qualification for his office but shall be qualified to become or act as a Director as required by the Corporation Act.

SECTION 14.     ELECTION AND REMOVAL OF DIRECTORS

14.1    At each annual meeting of the shareholders, all the Directors shall retire and the shareholders entitled to vote at the meeting shall elect a Board of Directors consisting of the number of Directors for the time being fixed pursuant to these Bylaws. If all the shareholders entitled to attend and vote at an annual meeting consent in writing to the business required to be transacted at such meeting, the meeting shall be deemed for the purpose of this Section to have been held on the date specified in the consent or in the resolutions consented to in writing dealing with such business.

14.2    A retiring Director shall be eligible for re-election.

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14.3    Where the Corporation fails to hold an annual shareholders meeting or the shareholders fail to consent to the business required to be transacted at such meeting, the Directors then in office shall be deemed to have been elected or appointed as Directors on the last day on which the annual meeting could have been held pursuant to these Bylaws and they may continue to hold office until other Directors are appointed or elected or until the day on which the next annual shareholders' meeting is held.

14.4    If at any shareholders meeting at which there should be an election of Directors, the places of any of the retiring Directors are not filled by such election, such of the retiring Directors who are not re‑elected as may be requested by the newly elected Directors shall, if willing to do so, continue in office to complete the number of Directors for the time being fixed pursuant to these Bylaws until further new Directors are elected at a shareholders meeting convened for the purpose. If any such election or continuance of Directors does not result in the election or continuance of the number of Directors for the time being fixed pursuant to these Bylaws such number shall be fixed at the number of Directors actually elected or continued in office.

14.5    A vacancy occurring in the Board of Directors may be filled by the remaining Directors or Director.

14.6     The office of a Director shall be vacated if the Director:

(a)    resigns his office by notice in writing delivered to the principal office of the Corporation; or

(b)    ceases to be qualified to act as a Director pursuant to the Corporation Act.

14.7    In accordance with the Corporation Act, a director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.

14.8    The Directors may increase or decrease the number of Directors within the minimum and maximum range established by these Bylaws.

SECTION 15.     POWERS AND DUTIES OF DIRECTORS

15.1    The Directors shall manage, or supervise the management of, the affairs and business of the Corporation and shall have authority to exercise all such powers of the Corporation as are not, by the Corporation Act, the Articles of the Corporation or these Bylaws, required to be exercised by the shareholders.

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15.2    The Directors may from time to time by power of attorney or other instrument appoint any person to be the attorney of the Corporation for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Bylaws and excepting the powers of the Directors relating to the constitution of the Board and of any of its committees and the appointment or removal of officers and the power to declare dividends) and for such period, with such remuneration and subject to such conditions as the Directors may think fit, and any such appointment may be made in favor of any of the Directors or any of the shareholders of the Corporation or in favor of any corporation, or of any of the shareholders, directors, nominees or managers of any corporation, firm or joint venture and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the Directors think fit. Any such attorney may be authorized by the Directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him.

SECTION 16.     DISCLOSURE OF INTEREST OF DIRECTORS

16.1    A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds any office or possesses any property whereby, directly or indirectly, a duty or interest might be created to conflict with his duty or interest as a Director shall declare the nature and extent of his interest in such contract or transaction or of the conflict or potential conflict with his duty and interest as a Director, as the case may be, in accordance with the provisions of the Corporation Act.

16.2    A Director shall not vote in respect of any such contract or transaction with the Corporation in which he is interested and if he shall do so his vote shall not be counted, but he shall be counted in the quorum present at the meeting at which such vote is taken. Subject to the provisions of the Corporation Act, the foregoing prohibitions shall not apply to:

(a)    any such contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan;

(b)    any contract or transaction made or to be made with, or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director;

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(c)    any contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or any contract, arrangement or transaction in which a Director is, directly or indirectly, interested if all the other Directors are also, directly or indirectly interested in the contract arrangement or transaction;

(d)    determining the remuneration of the Directors;

(e)    purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors;

(f)    the indemnification of any Director or officer by the Corporation.

The foregoing exceptions may from time to time be suspended or amended to any extent approved by the shareholders and permitted by the Corporation Act, either generally or in respect of any particular contract or transaction or for any particular period.

16.3    A Director may hold any office or appointment with the Corporation (except as auditor of the Corporation) in conjunction with his office of Director for such period and on such terms (as to remuneration or otherwise) as the Directors may determine and no Director or intended Director shall be disqualified by his office from contracting with the Corporation either with regard to his tenure of any such other office or appointment or as vendor, purchaser or otherwise and, subject to compliance with the provisions of the Corporation Act, no contract or transaction entered into by or on behalf of the Corporation in which a Director is in any way interested shall be liable to be voided by reason thereof.

16.4    Subject to compliance with the provisions of the Corporation Act, a Director or his firm may act in a professional capacity for the Corporation (except as auditor of the Corporation) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

16.5    A Director may be or become a director or officer or employee of, or otherwise interested in, any corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and, subject to compliance with the provisions of the Corporation Act, such Director shall not be accountable to the Corporation for any remuneration or other benefits received by him as director, officer or employee of, or from his interest in, such other corporation or firm, unless the Corporation in shareholders meeting otherwise directs.

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SECTION 17.     PROCEEDINGS OF DIRECTORS

17.1    The Chairman of the Board or, in his absence or if there is no Chairman of the Board, the President shall preside as chairman at every meeting of the Directors.

17.2    If at any meeting of Directors neither the Chairman of the Board nor the President is present within 15 minutes after the time appointed for holding the meeting or if either of them is present but is not willing to act as chairman or if the Chairman of the Board, if any, and the President have advised the Secretary that they will not be present at the meeting, the Directors present shall choose one of their number to be chairman of the meeting.

17.3    The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit.  Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall not have a second or casting vote.

17.4    A Director may participate in a meeting of the Board or of any committee of Directors by means of telephone or other communications facility by means of which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A meeting so held in accordance with this Article shall be deemed to be an actual meeting of the Board and any resolution passed at such meeting shall be as valid and effectual as if it had been passed at a meeting where the Directors are physically present.  A Director participating in a meeting in accordance with this Article shall be deemed to be present at the meeting and to have so agreed and shall be counted in the quorum therefor and be entitled to speak and vote at the meeting.

17.5    A Director may at any time, and the Secretary or an Assistant Secretary upon request of a Director shall, call a meeting of the Board.

17.6    Notice of a meeting of the Board shall be given to each Director and alternate Director at least 48 hours before the time fixed for the meeting and may be given orally, personally or by telephone, or in writing, personally or by delivery through the post or by  letter, telegram, telex, telecopier or any other method of transmitting legibly recorded messages in common use. When written notice of a meeting is given to a Director, it shall be addressed to him at his registered address. Where the Board has established a fixed time and place for the holding of its meetings, no notices of meetings to be held at such fixed time and place need be given to any Director. A Director entitled to notice of a meeting may waive or reduce the period of notice convening the meeting and may give such waiver before, during or after the meeting.

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17.7    For the first meeting of the Board to be held immediately following the election of a Director at an annual meeting of the shareholders of the Corporation or for a meeting of the Board at which a Director is appointed to fill a vacancy on the Board, no notice of such meeting shall be necessary to such newly appointed or elected Director in order for the meeting to be properly constituted.

17.8    Any Director who may be absent temporarily from the Province of British Columbia may file at the principal office of the Corporation a waiver of notice, which may be by letter, telegram, telex, telecopier or any other method of transmitting legibly recorded messages, of meetings of the Directors and may at any time withdraw the waiver, and until the waiver is withdrawn, no notice of meetings of Directors shall be sent to that Director, and any and all meetings of Directors, notice of which has not been given to that Director shall, provided a quorum of the Directors is present be valid and effective.

17.9    The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed shall be a majority of the Directors or, if the number of Directors is fixed at one, shall be one Director.

17.10  The continuing Directors may act notwithstanding any vacancy in their body but, notwithstanding Section 17.9, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number or of summoning a shareholders meeting of the Corporation, but for no other purpose.

17.11  Subject to the provisions of the Corporation Act, all acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of any such Directors or of the shareholders of such committee or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly elected or appointed and was qualified to be a Director.

17.12  A resolution consented to in writing, whether by document, telegram, telex, telecopier or any method of transmitting legibly recorded messages or other means, by all of the Directors for the time being in office without their meeting together shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and held, shall be deemed to relate back to any date stated therein to be the effective date thereof and shall be filed in the minute book of the Corporation accordingly.  Any such resolution may consist of one or several documents each duly signed by one or more Directors which together shall be deemed to constitute one resolution in writing.

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SECTION 18.     EXECUTIVE AND OTHER COMMITTEES

18.1    The Directors may by resolution appoint an Executive Committee consisting of such member or members of the Board as they think fit, which Committee shall have, and may exercise during the intervals between the meetings of the Board, all the powers vested in the Board except the power to fill vacancies in the Board, the power to change the membership of or fill vacancies in said Committee or any other committee of the Board and such other powers, if any, as may be specified in the resolution. The said Committee shall keep regular minutes of its transactions and shall cause them to be recorded in books kept for that purpose, and shall report the same to the Board of Directors at such times as the Board of Directors may from time to time require. The Board shall have the power at any time to revoke or override the authority given to or acts done by the Executive Committee except as to acts done before such revocation or overriding and to terminate the appointment or change the membership of such Committee and to fill vacancies in it.

18.2    The Directors may by resolution appoint one or more other committees consisting of such member or members of the Board as they think fit and may delegate to any such committee between meetings of the Board such powers of the Board (except the power to fill vacancies in the Board, the power to change the membership of or fill vacancies in any committee of the Board, the power to appoint or remove officers appointed by the Board and such other powers as may be specified in the resolution) subject to such conditions as may be prescribed in such resolution, and all committees so appointed shall keep regular minutes of their transactions and shall cause them to be recorded in books kept for that purpose, and shall report the same to the Board of Directors at such times as the Board of Directors may from time to time require. The Directors shall also have power at any time to revoke or override any authority given to or acts to be done by any such committee except as to acts done before such revocation or overriding and to terminate the appointment or change the membership of a committee and to fill vacancies in it.

18.3    Committees appointed under this section may make rules for the conduct of their business and may appoint such assistants as they may deem necessary. A majority of the members of a committee shall constitute a quorum thereof.

18.4    Committees appointed under this section may meet and adjourn as they think proper. Questions arising at any meeting of a committee shall be determined by a majority of votes of the members of the committee present, and in case of an equality of votes the chairman shall not have a second or casting vote. The provisions of Section 17.12 shall apply mutatis mutandis to resolutions consented to in writing by the members of a committee appointed under this section.

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SECTION 19.     OFFICERS

19.1    The Directors shall from time to time appoint a President and a Secretary and such other officers, if any, as the Directors shall determine and the Directors may at any time terminate any such appointment. No officer shall be appointed unless he is qualified in accordance with the provisions of the Corporation Act.

19.2    One person may hold more than one of such offices except that the offices of President and Secretary shall be held by different persons unless the Corporation has only one shareholder. Any person appointed as the Chairman of the Board, President or Managing Director shall be a Director. The other officers need not be Directors.

19.3    The remuneration of the officers of the Corporation as such and the terms and conditions of their tenure of office or employment shall from time to time be determined by the Directors.  Such remuneration may be by way of salary, fees, wages, commission or participation in profits or any other means or all of these modes and an officer may in addition to such remuneration be entitled to receive after he ceases to hold such office or leaves the employment of the Corporation a gratuity, pension or retirement allowance.

19.4    The Directors may decide what functions and duties each officer shall perform and may entrust to and confer upon him any of the powers exercisable by them upon such terms and conditions and with such restrictions as they think fit and may from time to time revoke, withdraw, alter or vary all or any of such functions, duties and powers. The Secretary shall, inter alia, perform the functions of the secretary specified in the Corporation Act.

19.5    Every officer of the Corporation who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict.

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SECTION 20.     INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES

20.1    Subject to the provisions of the Corporation Act, the Directors may, with the approval of the Court, cause the Corporation to indemnify a Director or former Director of the Corporation or a director or former director of a corporation of which the Corporation is or was a shareholder, and the heirs and personal representatives of any such person,against all costs, charges and expenses, including an amount Paid to settle an action or satisfy a judgment actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a Director of the Corporation or a director of such corporation, including any action or proceeding brought by the Corporation or any such corporation. Each Director of the Corporation on being elected or appointed shall be deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

20.2    Subject to the provisions of the Corporation Act, the Directors may cause the Corporation to indemnify any officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director) and his heirs and Personal representatives against all costs, charges and expenses whatsoever incurred by him and resulting from his acting as an officer, employee or agent of the Corporation or such corporation. In addition the Corporation shall indemnify the Secretary or an Assistant Secretary of the Corporation (if he shall not be a full time employee of the Corporation and notwithstanding that he is also a Director) and his heirs and personal representatives against all costs, charges and expenses whatsoever incurred by him and arising out of the functions assigned to the Secretary by the Corporation Act or these Bylaws. Each such Secretary and Assistant Secretary on being appointed shall be deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

20.3    For the purposes of Section 20.1, a civil, criminal or administrative action or proceeding shall include a civil, criminal, administrative or other investigation or inquiry the subject of which concerns the acts or conduct of a Director or former Director of the Corporation while a Director of the Corporation.

20.4    The failure of a Director or officer of the Corporation to comply with the provisions of the Corporation Act, the  Articles of the Corporation or these Bylaws shall not invalidate any indemnity to which he is entitled under this section.

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20.5    The Directors may cause the Corporation to purchase and maintain insurance for the benefit of any person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, Officer, employee, or agent of any corporation of which the Corporation is or was a shareholder and his heirs or personal representatives against any liability incurred by him as such Director, director, officer, employee or agent.

SECTION 21.      DIVIDENDS AND RESERVE

21.1    The Directors may from time to time declare and authorize payment of such dividends if any, as they may deem advisable and need not give notice of such declaration to any member.  No dividend shall be paid otherwise than out of funds or assets properly available for the payment of dividends and a declaration by the Directors as to the amount of such funds or assets available for dividends shall be conclusive, The Corporation may pay any such dividend wholly or in part by the distribution of specific assets and in particular by paid up shares, bonds, debentures or other securities of the Corporation or any other corporation or in any one or more such ways as may be authorized by the Corporation or the Directors and where any difficulty arises with regard to such a distribution the Directors may settle the same as they think expedient, and in particular may fix the value for distribution of such specific assets or any section thereof, and may determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled shall be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees for the persons entitled to the dividend as may seem expedient to the Directors.

21.2    Any dividend declared on shares of any class may be made payable on such date as is fixed by the Directors.

21.3    Subject to the rights of shareholders, if any, holding shares with special rights as to dividends, all dividends on shares of any class shall be declared and paid according to the number of such shares held.

21.4    The Directors may, before declaring any dividend, set aside out of the funds properly available for the payment of dividends such sums as they think proper as a reserve or reserves, which shall, at the discretion of the Directors, be applicable for meeting contingencies or for equalizing dividends or for any other purpose to which such funds of the Corporation may be properly applied, and pending such application may, at the like discretion, either  be employed in the business of the Corporation or be invested in such investments as the Directors may from time to time think fit.  The Directors may also, without placing the same in reserve, carry forward such funds which they think prudent not to divide.

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21.5    If several persons are registered as joint holders of any share, any one may give an effective receipt for any dividend, interest or other moneys payable in respect of the share.

21.6    No dividend shall bear interest. Where the dividend to which shareholder is entitled includes a fraction of a cent, such fraction shall be disregarded in making payment thereof and such payment shall be deemed to be payment in full.

21.7    Any dividend, interest or other moneys payable in respect of shares may be paid by check or warrant sent by mail directed to the registered address of the holder, or in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register, or to such person and to such address as the holder or joint holders may direct in writing. Every such check or warrant shall be made payable to the order of the person to whom it is sent.  The mailing of such check or warrant shall, to the extent of the sum represented thereby (plus the amount of any tax required by law to be deducted) discharge all liability for the dividend, unless such check or warrant shall not be paid on presentation or the amount of tax so deducted shall not be paid to the appropriate taxing authority.

21.8    Notwithstanding anything contained in these Bylaws the Directors may from time to time capitalize any undistributed surplus on hand of the Corporation and may from time to time issue as fully paid and non‑assessable any unissued shares or any bonds, debentures or other debt obligations of the Corporation as a dividend representing such undistributed surplus on

hand or any part thereof.

21.9    A transfer of a share shall not pass the right to any dividend declared thereon before the registration of the transfer in the register

SECTION 22.     RECORD DATES

22.1    The Directors may fix in advance a date, which shall not be more than the maximum number of days permitted by the Corporation Act preceding the date of any meeting of shareholders or any class or series thereof or of the payment of any dividend or of the proposed taking of any other proper action requiring the determination of shareholders, as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or for any other proper purpose and, in such case, notwithstanding anything elsewhere contained in these Bylaws, only shareholders of record on the date so fixed shall be deemed to be shareholders for the purposes aforesaid.

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22.2    Where no record date is so fixed for the determination of shareholders as provided in the preceding section the date on which the notice is mailed or on which the resolution declaring the dividend is passed, as the case may be, shall be the record date for such determination.

SECTION 23.     DOCUMENTS, RECORDS AND FINANCIAL STATEMENTS

23.1    The Corporation shall keep at its principal office or at such other place as the Corporation Act may permit, the documents, copies, registers, minutes, and records which the Corporation is required by the Corporation Act to keep at its principal office or such other place, as the case may be.

23.2    The Corporation shall cause to be kept proper books of account and accounting records in respect of all financial and other transactions of the Corporation in order properly to record the financial affairs and condition of the Corporation and to comply with the Corporation Act.

23.3    Unless the Directors determine otherwise, or unless otherwise determined by a shareholders resolution, no shareholder of the Corporation shall be entitled to inspect the accounting records of the Corporation.

23.4    The Directors shall from time to time at the expense of the Corporation cause to be prepared and make available at a shareholders meeting such financial statements and reports as are required by the Corporation Act.

23.5     Every shareholder shall be entitled to be furnished once gratis on demand with a copy of the latest annual financial statement of the Corporation and, if so required by the Corporation Act, a copy of each such annual financial statement and interim financial statement shall be mailed to each shareholder.

SECTION 24.     NOTICES

24.1    A notice, statement or report may be given or delivered by the Corporation to any member either by delivery to him personally or by sending it by mail to him to his address as recorded in the register of shareholders. Where a notice, statement or report is sent by mail service or delivery of the notice, statement or report shall be deemed to be effected by properly addressing and mailing the notice, statement or report and to have been given on the day, Saturdays, Sundays and holidays excepted, following the date of mailing. A certificate signed by the Secretary or other officer of the Corporation or of any other corporation acting in that behalf for the Corporation that the letter, envelope or wrapper containing the notice, statement or report was so addressed and mailed shall be conclusive evidence thereof.

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24.2    A notice, statement or report may be given or delivered by the Corporation to the joint holders of a share by giving or delivering it to the joint holder first named in the register of shareholders in respect of that share.

24.3    A notice, statement or report may be given or delivered by the Corporation to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by sending it through the mail addressed to them by name or by the title of representatives of the deceased or incapacitated person or trustee of the bankrupt, or by any like description, at the address, if any, supplied to the Corporation for the purpose by the persons claiming to be so entitled or until such address has been so supplied, by giving it in a manner in which the same might have been given if the death, bankruptcy or incapacity had not occurred.

24.4    Notice of every annual meeting or special meeting of the shareholders holding shares of a class or series shall be given in a manner hereinbefore authorized to every shareholder holding at the time of the issue of the notice or the date fixed for determining the shareholders entitled to such notice, whichever is the earlier, shares which confer the right to notice of and to attend and vote at any such meeting. No other person except the auditor of the Corporation and the Directors of the Corporation shall be entitled to receive notices of any such meeting.

SECTION 25.     PROHIBITIONS

25.1    If the Corporation is, or becomes, a corporation which is not a publicly held corporation, the number of persons who beneficially own designated securities of the Corporation (counting any two or more joint registered owners as one beneficial owner) shall be limited to 50, excluding persons that:

(a)    are employed by the Corporation or an affiliate of it, or

(b)    beneficially owned, directly or indirectly, designated  securities of the Corporation while employed by it or by an affiliate of it and, at all times since ceasing to be so employed, have continued to beneficially own, directly or indirectly, at least one designated security of the Corporation.

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25.2    If the Corporation is, or becomes, a corporation which is not a publicly held corporation, no designated securities of the Corporation, and no securities that are convertible into or exchangeable for designated securities of the Corporation, shall be:

(a)    offered for sale to the public; or

(b)    transferred without the previous consent of the Directors expressed by a resolution of the Board and the Directors shall not be required to give any reason for refusing to consent to any such proposed transfer.

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EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Hislop, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Nation Energy, Inc.;

2. Based on my knowledge, this quarterly 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 quarterly report;

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

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

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

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

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

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

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

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

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

Date: November 14, 2003

"John R. Hislop"
____________________________________________________
John Hislop, President, Chief Executive Officer, Chairman of the Board,
Chief Financial/Director
(Principal Executive Officer and Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

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

The undersigned, John Hislop, President, Chief Executive Officer, Chairman of the Board and Chief Financial Officer of Nation Energy, Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-QSB of Nation Energy, Inc. for the quarterly period ended September 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Dated: November 14, 2003 "John R. Hislop"
_____________________________________
John Hislop
President, Chief Executive Officer, Chairman ofthe Board and Chief Financial Officer
Nation Energy, Inc.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Nation Energy Inc. and will be retained by Nation Energy Inc. and furnished to the Securities and Exchange Commission or its staff upon request.