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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
NATION ENERGY, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
632383 10 5
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(CUSIP Number)
Warren M. Clemans, Esq.
Preston Gates & Ellis LLP
701 Fifth Avenue, Suite 5000
Seattle, WA 98104-7078
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(Name, address and telephone number of person authorized
to receive notices and communications)
October 12, 2000
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(Date of Event which requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.: 632383 10 5
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1 NAME OF REPORTING PERSON
Jeffrey L. Taylor
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOURCE OF FUNDS
PF
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6 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
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7 SOLE VOTING POWER
NUMBER OF SHARES 2,751,800
BENEFICIALLY ---------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON ---------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
2,751,800
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,751,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%
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12 TYPE OF REPORTING PERSON
IN
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Unless otherwise indicated herein, each capitalized term used
and not defined herein shall have the meaning assigned to such term in the
Schedule 13D.
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to shares of
Nation Energy, Inc. (the "Company") common stock, par value $0.001 per share
(the "Common Stock").
Item 2. Identity and Background.
The person filing this statement is Jeffrey L. Taylor. Mr. Taylor's
business address is 500 N. Rainbow Blvd., Suite 300, Las Vegas, NV 89107. Mr.
Taylor is a principal in Crown Taylor, a venture capital firm. He is a United
States citizen.
During the last five years, Mr. Taylor has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In the second quarter of 1999, Mr. Taylor acquired 65,000 Common Shares
in consideration for services rendered to the Issuer. On June 13, 2000, Mr.
Taylor acquired 554,800 shares in market transactions for an aggregate price of
$277,400. On October 10, 2000, Mr. Taylor acquired 465,000 Common Shares from
the Issuer in transactions exempt from the registration requirements of Section
5 of the Securities Act of 1933 (the "1933 Act"), for an aggregate price of
$465,000. On October 12, 2000, Mr. Taylor acquired 1,667,000 from a shareholder
of the Issuer in a transaction exempt from Section 5 of the 1933 Act, for an
aggregate price of $833,500. Mr. Taylor used personal funds for each of the cash
purchases.
Item 4. Purpose of the Transaction.
Mr. Taylor acquired the Common Shares for investment purposes only. Mr.
Taylor will continue to evaluate his ownership and voting position in the Issuer
and may consider the following future courses of action: (i) continuing to hold
the Common Shares for investment; (ii) disposing of all or a portion of the
Common Shares in open market sales or in privately-negotiated transactions;
(iii) acquiring additional shares of the Common Shares in the open market or in
privately-negotiated transactions; or (iv) hedging transactions (other than
short sales) with respect to the Common Shares. Mr. Taylor has not as yet
determined which of the courses of action specified in this paragraph he may
ultimately take. Mr. Taylor' future actions with regard to this investment are
dependent on his evaluation of a variety of circumstances
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affecting the Issuer in the future, including the market price of the Issuer's
Common Shares, the Issuer's prospects, and Mr. Taylor' portfolio.
Except as set forth above, Mr. Taylor has no present intent or proposals
that relate to or would result in: (i) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (iv) any change in the present Board of Directors or
management of the Issuer, including any plans or proposals to change the number
or term of Directors or to fill any vacancies on the Board; (v) any material
change in the present capitalization or dividend policy of the Issuer; (vi) any
other material change in the Issuer `s business or corporate structure; (vii)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (viii) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(ix) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(x) any action similar to those enumerated above.
Mr. Taylor reserves the right to determine in the future whether to
change the purpose or purposes described above or whether to adopt plans or
proposals of the type specified above.
Item 5. Interest in Securities of the Issuer.
(a) As of October 19, 2000, Mr. Taylor beneficially owns 2,751,800 of
the Common Shares. Mr. Taylor beneficially owns approximately 24.6% of the
Common Stock, based on 7,170,000 shares outstanding as of October 19, 2000.
(b) As of October 19, 2000, Mr. Taylor has sole power to vote or direct
the vote and dispose or direct the disposition of 2,751,800 shares.
(c) Mr. Taylor has made the following transactions within the past sixty
days: On or about October 12, 2000, Mr. Taylor acquired 465,000 Common Shares
from the Issuer in transactions exempt from the registration requirements of
Section 5 of the Securities Act of 1933 (the "1933 Act"), for an aggregate price
of $465,000. On or about October 12, 2000, Mr. Taylor acquired 1,667,000 from a
shareholder of the Issuer in a transaction exempt from Section 5 of the 1933
Act, for an aggregate price of $833,500. Mr. Taylor used personal funds for each
of these purchases.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Common Shares.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships
Involving Securities of the Issuer.
Mr. Taylor does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to the Common
Shares, including transfer or voting thereof, finder's fees, joint ventures,
loan or option arrangements, put or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material To be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: October 20, 2000
By: /s/ Jeffrey L. Taylor
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