AMENDMENT NO. 1 TO SCHEDULE 13-G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jup7sclnlqSpOHT/AFBgDf8EjqltptY9nvb5DSayXYI6CzxQ6mGk3cVlpEndR7kP uxw8Ov6hSesHZI8DF86a7A== 0001193125-06-028928.txt : 20060213 0001193125-06-028928.hdr.sgml : 20060213 20060213163201 ACCESSION NUMBER: 0001193125-06-028928 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 GROUP MEMBERS: ARTHUR RICHARDS RULE GROUP MEMBERS: RESOURCE CAPITAL INVESTMENT CORPORATION GROUP MEMBERS: RULE FAMILY TRUST UDT 12/17/98 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EXPLORATION CAPITAL PARTNERS LTD PARTNERSHIP CENTRAL INDEX KEY: 0001073505 IRS NUMBER: 880384192 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2290 SOUTH JONES BLVD STREET 2: SUITE 110 CITY: LAS VEGAS STATE: NV ZIP: 89102 MAIL ADDRESS: STREET 1: 7770 EL CAMINO REAL CITY: CARLSBAD STATE: CA ZIP: 92009 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WHITTIER ENERGY CORP CENTRAL INDEX KEY: 0001108520 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 200539412 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51256 FILM NUMBER: 06604073 BUSINESS ADDRESS: STREET 1: 3355 WEST ALABAMA STREET STREET 2: SUITE 950 CITY: HOUSTON STATE: TX ZIP: 77098 BUSINESS PHONE: 713 850-1880 MAIL ADDRESS: STREET 1: 3355 WEST ALABAMA STREET STREET 2: SUITE 950 CITY: HOUSTON STATE: TX ZIP: 77098 FORMER COMPANY: FORMER CONFORMED NAME: OLYMPIC RESOURCES LTD DATE OF NAME CHANGE: 20000306 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 1 TO SCHEDULE 13-G AMENDMENT NO. 1 TO SCHEDULE 13-G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)

Under the Securities Exchange Act of 1934

Whittier Energy Corporation

(Name of Issuer)

Common Stock without par value

(Title of Class of Securities)

966785 10 7

(CUSIP Number)

January 31, 2006

(Date of Event which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)

x	Rule 13d-1(c)

¨	Rule 13d-1(d)


CUSIP No. 966785 10 7				Page 2 of 10


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Exploration Capital Partners Limited Partnership 88-0384192
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Nevada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 420,437
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 420,437


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 420,437
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.3%
12		TYPE OF REPORTING PERSON PN


CUSIP No. 966785 10 7				Page 3 of 10


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Resource Capital Investment Corporation 88-0384205
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Nevada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 420,437
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 420,437


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 420,437
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.3%
12		TYPE OF REPORTING PERSON CO


CUSIP No. 966785 10 7				Page 4 of 10


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rule Family Trust udt 12/17/98 Not Applicable
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION California


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 440,313
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 440,313


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,313
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.5%
12		TYPE OF REPORTING PERSON OO


CUSIP No. 966785 10 7				Page 5 of 10


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Arthur Richards Rule Not Applicable
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION California


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 440,313
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 440,313


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,313
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.5%
12		TYPE OF REPORTING PERSON IN


CUSIP No. 966785 10 7				Page 6 of 10

The Statement on Schedule 13G, dated August 9, 2004, filed by Exploration Capital, Resource Capital, the Trust and Mr. Rule (all as defined in Item 2 below), is hereby amended and restated in its entirety to read as follows:

Item 1

(a).

Name of Issuer:

Whittier Energy Corporation

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

333 Clay Street, Suite 1100

Houston, Texas 77002

Item 2

(a). - (c).

Name, Principal Business Address and Citizenship of Persons Filing:

(1) Exploration Capital Partners Limited Partnership (“Exploration Capital”)

7770 El Camino Real

Carlsbad, California 92009

Citizenship: Nevada

(2) Resource Capital Investment Corporation (“Resource Capital”)

7770 El Camino Real

Carlsbad, California 92009

Citizenship: Nevada

(3) Rule Family Trust udt 12/17/98 (the “Trust”)

7770 El Camino Real

Carlsbad, California 92009

Citizenship: California

(4) Arthur Richards Rule (“Mr. Rule”)

7770 El Camino Real

Carlsbad, California 92009

Citizenship: California

Item 2

(d).

Title of Class of Securities:

Common Stock without par value

Item 2

(e).

CUSIP Number:

966785 10 7

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act.

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)

Investment company registered under Section 8 of the Investment Company Act.

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Not Applicable


CUSIP No. 966785 10 7				Page 7 of 10



Item 4.		Ownership.

		The information in items 1 and 5 through 11 on the cover pages (pp. 2-5) on Schedule 13G is hereby incorporated by reference. This Statement is filed by (i) Exploration Capital, as the direct beneficial owner of 420,437 Common Shares (including 132,500 immediately exercisable share purchase warrants) of the Issuer; (ii) by virtue of its position as General Partner of Exploration Capital, by Resource Capital; (iii) by virtue of its indirect ownership and control of (A) Exploration Capital (as owner of 90% of Resource Capital) and (B) Global Resource Investments Ltd. (“Global Resource”), a direct beneficial owner of Common Shares, as set forth below, by the Trust; and (iv) by virtue of his positions with Resource Capital and ownership interest in the Trust, as described in the following sentence, by Mr. Rule. Mr. Rule is President and a Director of Resource Capital and, with his wife, is co-Trustee of the Trust, which owns 90% of Resource Capital. Global Resource, which is not a Reporting Person, is the direct beneficial owner of 19,876 Common shares (including 9,938 immediately exercisable share purchase warrants), aggregating less than 1% of the Issuer’s outstanding Common Stock. The corporate General Partner of Global Resource is Rule Investments, Inc. (“Rule Investments”). The Trust owns 100% of Rule Investments.

Item 5.		Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

Item 6.		Ownership of More than Five Percent on Behalf of Another Person. Not Applicable

Item 7.		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable

Item 8.		Identification and Classification of Members of the Group. Not Applicable

Item 9.		Notice of Dissolution of Group. Not Applicable

Item 10.		Certification. By signing below, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 966785 10 7				Page 8 of 10

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: February 10, 2006	Exploration Capital Partners Limited Partnership

		By:	Resource Capital Investment Corporation, its general partner
		By:	Arthur Richards Rule, President

		By:	/s/ Gretchen Carter
			Gretchen Carter, Attorney-in-Fact

Date: February 10, 2006	Resource Capital Investment Corporation

		By:	Arthur Richards Rule, President

		By:	/s/ Gretchen Carter
			Gretchen Carter, Attorney-in-Fact

Date: February 10, 2006	Rule Family Trust udt 12/17/98

		By:	Arthur Richards Rule, Trustee

		By:	/s/ Gretchen Carter
			Gretchen Carter, Attorney-in-Fact

Date: February 10, 2006	Arthur Richards Rule, individually

		By:	/s/ Gretchen Carter
			Gretchen Carter, Attorney-in-Fact

EXHIBIT 1

AGREEMENT TO FILE JOINTLY

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Whittier Energy Corporation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.


Date: February 10, 2006	Exploration Capital Partners Limited Partnership

		By:	Resource Capital Investment Corporation, its general partner
		By:	Arthur Richards Rule, President

		By:	/s/ Gretchen Carter
			Gretchen Carter, Attorney-in-Fact

Date: February 10, 2006	Resource Capital Investment Corporation

		By:	Arthur Richards Rule, President

		By:	/s/ Gretchen Carter
			Gretchen Carter, Attorney-in-Fact

Date: February 10, 2006	Rule Family Trust udt 12/17/98

		By:	Arthur Richards Rule, Trustee

		By:	/s/ Gretchen Carter
			Gretchen Carter, Attorney-in-Fact

Date: February 10, 2006	Arthur Richards Rule, individually

		By:	/s/ Gretchen Carter
			Gretchen Carter, Attorney-in-Fact

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints JEFFREY HOWARD and GRETCHEN CARTER, and each of them, his true and lawful attorneys-in-fact and agents with full power to sign for the undersigned and in the name, place and stead of the undersigned, in any and all capacities, any report required to be filed with the Securities and Exchange Commission pursuant to either Section 13 or 16 of the Securities Exchange Act of 1934 and any successor or alternate provisions thereto (the “Exchange Act”) of securities of all entities in which the undersigned may, from time to time, have direct or indirect ownership interests, on, without limitation, Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5 or any other such schedules or forms as may be designated by the Securities and Exchange Commission for such purpose, and any and all amendments thereto and any and all exhibits and other documents necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, hereby granting to said attorneys-in-fact and agents, and each of them, full power of substitution and revocation in the premises, and generally to do and perform each and every act and thing which said attorneys-in-fact and agents, and each of them, may deem necessary or advisable to facilitate compliance with the provisions of said sections of the Exchange Act, and all regulations of the Securities and Exchange Commission thereunder, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or any substitute or substitutes for any or all of them, may do or cause to be done by virtue of these presents.

IN WITNESS WHEREOF, the undersigned have hereunto executed this Power of Attorney this 22nd day of October, 2004.


/s/ Arthur Richards Rule
Arthur Richards Rule

RULE FAMILY TRUST U/D/T 12/17/98

By:		/s/ Arthur Richards Rule
		Arthur Richards Rule, as trustee

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