Amendment No. 1

-----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, M9+Q0GbSc+wDTuM7oC+iJxTMI5zwqv2x851ZKKkacBfh7jhHZXYGs6DfvgAWMXuV Yz5E+2ezEqZS9k27FK33Bw== 0001193125-05-026254.txt : 20050211 0001193125-05-026254.hdr.sgml : 20050211 20050211103445 ACCESSION NUMBER: 0001193125-05-026254 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: JAMES PALMER GROUP MEMBERS: MICHAEL ALEN-BUCKLEY GROUP MEMBERS: RAB CAPITAL PLC GROUP MEMBERS: RAB EUROPE FUND LIMITED GROUP MEMBERS: RAB PARTNERS LIMITED GROUP MEMBERS: RAB SPECIAL SITUATIONS LP GROUP MEMBERS: WILLIAM PHILIP RICHARDS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAR EAST ENERGY CORP CENTRAL INDEX KEY: 0001124024 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 880459590 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78318 FILM NUMBER: 05595593 BUSINESS ADDRESS: STREET 1: 400 N. SAM HOUSTON PARKWAY E. STREET 2: SUITE 205 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 7135861900 MAIL ADDRESS: STREET 1: 400 N. SAM HOUSTON PARKWAY E. STREET 2: SUITE 205 CITY: HOUSTON STATE: TX ZIP: 77060 FORMER COMPANY: FORMER CONFORMED NAME: EZFOODSTOP COM DATE OF NAME CHANGE: 20010306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAB CAPITAL LTD CENTRAL INDEX KEY: 0001130228 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: NO. 1 ADAM ST. STREET 2: WC2N 6LE CITY: LONDON UK BUSINESS PHONE: 011442073897003 MAIL ADDRESS: STREET 1: NO. 1 ADAM ST. STREET 2: WC2N 6LE CITY: LONDON UK SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 1 Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Far East Energy Corporation

(Name of Issuer)

Common Stock, Par Value, $0.001

(Title of Class of Securities)

307325100

(CUSIP Number)

December 31, 2004

Date of Event Which Requires Filing of the 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)

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 (“Act”) 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).


CUSIP No. 307325100		13G		Page 2 of 11 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name RAB Europe Fund Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

3,500,000 shares of Common Stock

Warrants (exercisable into up to 1,950,000 shares of Common Stock) ^1/

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

See Row 6 above.


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.9% as of December 31, 2004. ^1/ (Based on 77,429,910 shares of Common Stock issued and outstanding as of January 18, 2005, plus the Common Stock issuable upon the exercise of the Warrants referred to in Row 6 above.)
12.	TYPE OF REPORTING PERSON* CO

1/	Pursuant to the terms of the Warrants, the Reporting Person cannot be a “beneficial owner” of more than 9.99% of the Common Stock within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934.


CUSIP No. 307325100		13G		Page 3 of 11 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name RAB Special Situations LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware U.S.A.

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

3,500,000 shares of Common Stock

Warrants (exercisable into up to 1,950,000 shares of Common Stock)^1/

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

See Row 6 above.


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.9% as of December 31, 2004. ^1/ (Based on 77,429,910 shares of Common Stock issued and outstanding as of January 18, 2005, plus the Common Stock issuable upon the exercise of the Warrants referred to in Row 6 above.)
12.	TYPE OF REPORTING PERSON* PN

1/	Pursuant to the terms of the Warrants, the Reporting Person cannot be a “beneficial owner” of more than 9.99% of the Common Stock within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934.


CUSIP No. 307325100		13G		Page 4 of 11 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name RAB Partners Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

3,500,000 shares of Common Stock

Warrants (exercisable into up to 1,950,000 shares of Common Stock) ¹^/

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

See Row 6 above.


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.9% as of December 31, 2004. ^1/ (Based on 77,429,910 shares of Common Stock issued and outstanding as of January 18, 2005, plus the Common Stock issuable upon the exercise of the Warrants referred to in Row 6 above.)
12.	TYPE OF REPORTING PERSON* CO

1/	Pursuant to the terms of the Warrants, the Reporting Person cannot be a “beneficial owner” of more than 9.99% of the Common Stock within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934.


CUSIP No. 307325100		13G		Page 5 of 11 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name RAB Capital plc
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

3,500,000 shares of Common Stock

Warrants (exercisable into up to 1,950,000 shares of Common Stock) ^1/

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

See Row 6 above.


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.9% as of December 31, 2004. ^1/ (Based on 77,429,910 shares of Common Stock issued and outstanding as of January 18, 2005, plus the Common Stock issuable upon the exercise of the Warrants referred to in Row 6 above.)
12.	TYPE OF REPORTING PERSON* CO

1/	Pursuant to the terms of the Warrants, the Reporting Person cannot be a “beneficial owner” of more than 9.99% of the Common Stock within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934.


CUSIP No. 307325100		13G		Page 6 of 11 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name William Philip Richards
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

3,500,000 shares of Common Stock

Warrants (exercisable into up to 1,950,000 shares of Common Stock) ^1/

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

See Row 6 above.


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.9% as of December 31, 2004. ^1/ (Based on 77,429,910 shares of Common Stock issued and outstanding as of January 18, 2005, plus the Common Stock issuable upon the exercise of the Warrants referred to in Row 6 above.)
12.	TYPE OF REPORTING PERSON* IN

1/	Pursuant to the terms of the Warrants, the Reporting Person cannot be a “beneficial owner” of more than 9.99% of the Common Stock within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934.


CUSIP No. 307325100		13G		Page 7 of 11 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name Michael Alen-Buckley
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

3,500,000 shares of Common Stock

Warrants (exercisable into up to 1,950,000 shares of Common Stock) ^1/

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

See Row 6 above.


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.9% as of December 31, 2004. ^1/ (Based on 77,429,910 shares of Common Stock issued and outstanding as of January 18, 2005, plus the Common Stock issuable upon the exercise of the Warrants referred to in Row 6 above.)
12.	TYPE OF REPORTING PERSON* IN

1/	Pursuant to the terms of the Warrants, the Reporting Person cannot be a “beneficial owner” of more than 9.99% of the Common Stock within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934.


CUSIP No. 307325100		13G		Page 8 of 11 Pages


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Name James Palmer
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

3,500,000 shares of Common Stock

Warrants (exercisable into up to 1,950,000 shares of Common Stock) ^1/

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

See Row 6 above.


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 6.9% as of December 31, 2004. ^1/ (Based on 77,429,910 shares of Common Stock issued and outstanding as of January 18, 2005, plus the Common Stock issuable upon the exercise of the Warrants referred to in Row 6 above.)
12.	TYPE OF REPORTING PERSON* IN

1/	Pursuant to the terms of the Warrants, the Reporting Person cannot be a “beneficial owner” of more than 9.99% of the Common Stock within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934.


CUSIP No. 307325100		13G		Page 9 of 11 Pages

Item 1

(a)

Name of Issuer:

Far East Energy Corporation

Item 1

(b)

Address of Issuer’s Principal Executive Offices:

400 N. Sam Houston Parkway East, Suite 205

Houston, Texas 77060

Item 2

(a)

Name of Person Filing

Item 2

(b)

Address of Principal Business Office

Item 2

(c)

Citizenship

RAB Europe Fund Limited

P.O. Box 908 GT

Walker House

Mary Street

George Town, Grand Cayman

Cayman Islands company

RAB Special Situations LP

c/o RAB Capital plc

No. 1 Adam Street

London W2CN 6LE

United Kingdom

Delaware limited partnership

RAB Partners Limited

P.O. Box 908 GT

Walker House

Mary Street

George Town, Grand Cayman

Cayman Islands company

RAB Capital plc

No. 1 Adam Street

London W2CN 6LE

United Kingdom

United Kingdom company

William Philip Richards

No. 1 Adam Street

London W2CN 6LE

United Kingdom

United Kingdom citizen

Michael Alen-Buckley

No. 1 Adam Street

London W2CN 6LE

United Kingdom

United Kingdom citizen

James Palmer

No. 1 Adam Street

London W2CN 6LE

United Kingdom

United Kingdom citizen

Item 2

(d)

Title of Class of Securities:

Common Stock, par value $0.001 per share

Item 2

(e)

CUSIP Number:

307325100

Item 3

If this statement is filed pursuant to Rules 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)(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).

If this statement is filed pursuant to Rule 13d-1(c), check this box. x


CUSIP No. 307325100		13G		Page 10 of 11 Pages



Item 4		Ownership: RAB Europe Fund Limited RAB Special Situations LP RAB Partners Limited RAB Capital plc William Philip Richards Michael Alen-Buckley James Palmer

		(a) Amount beneficially owned: 3,500,000 shares of Common Stock Warrants (exercisable into up to 1,950,000 shares of Common Stock) ^1/

		(b) Percent of Class: Approximately 6.9% as of the date of filing this statement. ^1/ (Based on 77,429,910 shares of Common Stock issued and outstanding as of January 18, 2005, plus the Common Stock issuable upon the exercise of the Warrants referred to in Item 4(a) above.)

		(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: See item (a) above. (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: See item (a) above.

Item 5		Ownership of Five Percent or Less of a Class: Not Applicable.

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: 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 I certify that, to the best of my 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.

1/	Pursuant to the terms of the Warrants, the Reporting Person cannot be a “beneficial owner” of more than 9.99% of the Common Stock within the meaning of Rule 13d-1 under the Securities Exchange Act of 1934.


CUSIP No. 307325100		13G		Page 11 of 11 Pages

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


Dated this 11th day of February, 2005

RAB EUROPE FUND LIMITED			RAB SPECIAL SITUATIONS LP

By:	RAB Capital plc, its Investment Manager		By:	RAB Partners Limited, its General Partner

	By:	/s/ William Philip Richards		By:	/s/ William Philip Richards
		William Philip Richards,			William Philip Richards, Director
		Managing Director

RAB PARTNERS LIMITED			RAB CAPITAL PLC

By:	/s/ William Philip Richards		By:	/s/ William Philip Richards
	William Philip Richards, Director			William Philip Richards, Managing Director

WILLIAM PHILIP RICHARDS			MICHAEL ALEN-BUCKLEY

/s/ William Philip Richards			/s/ Michael Alen-Buckley

JAMES PALMER

/s/ James Palmer

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