SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A


[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
        OF 1934

         For the fiscal year ended December 31, 2003

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

         For the transition period from _________ to __________



                           WHITTIER ENERGY CORPORATION
                           ---------------------------
             (Exact Name of Registrant as Specified in Its Charter)


           Nevada                        0-30598                  20-0539412
           ------                        -------                  ----------
(State or Other Jurisdiction     (Commission File Number)       (IRS Employer
     of Incorporation)                                       Identification No.)

                          3355 West Alabama, Suite 950
                              Houston, Texas 77098
                              --------------------
              (Address of Registrant's Principal Executive Offices)

                                 (713) 850-1880
              (Registrant's telephone number, including area code)

Securities registered under Section 12(g) of the Act:

                          Common Stock, $.001 Par Value
                          -----------------------------
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days Yes [ X ] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

The issuer's revenues for its most recent fiscal year were $6,153,874.

The aggregate market value of the voting Common Stock held by non-affiliates as
of March 25, 2004 was $5,192,352. The number of shares of $0.001 par value
Common Stock outstanding as of March 25, 2004 was 10,068,589.

This Form 10-KSB is not eligible for and is not in transitional small business
disclosure format.


<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

     Whittier Energy Corporation, a Nevada corporation ("Whittier"), is an
independent oil and gas exploration and production company primarily engaged in
the acquisition, exploration and development of oil and gas properties in the
continental United States. Whittier's assets consist of operated and
non-operated working interests, royalty interests, partnership interests, and
mineral acreage in various oil and gas properties, principally located in
Louisiana, Texas, Oklahoma, and California, with additional property interests
in Colorado, Utah, New Mexico, Wyoming and Pennsylvania.

     As of December 31, 2003, Whittier had three wholly owned subsidiaries,
including Whittier Energy Company ("Whittier Energy"), a Nevada corporation,
Whittier Operating, Inc. ("Whittier Operating"), a Texas corporation, and
Olympic Resources (Arizona) Ltd. ("Olympic Arizona"), an Arizona corporation.
Whittier Operating is a direct subsidiary of Whittier Energy. References to
"Whittier," "the Company," "we," "us," and "our" refer to Whittier and its
subsidiaries as of December 31, 2003, unless indicated otherwise.

     Our business strategy is to rapidly grow the Company using a portfolio
investment approach to our capital spending - the majority to acquire lower risk
proved oil and gas properties and the remainder on moderate risk exploration and
development drilling opportunities. The Company's focus is threefold: i) we
continually review and invest in opportunities to acquire producing properties
with exploitation potential; ii) we enhance our operated properties through the
reduction of operating costs, well recompletions, development drilling, and low
to moderate risk exploration in order to add reserves, production and cash flow;
and iii) we continually screen third-party generated drilling prospects and
selectively participate in those which promise impactive reserve addition
opportunities.

Our Formation

     Whittier was originally incorporated in the Province of British Columbia,
Canada, in 1986, under the name Global Data Systems Corp. Global Data Systems
was later renamed Comtron Enterprises Inc. in November 1989. In October 1993,
Comtron Enterprises changed its name to Olympic Resources Ltd. ("Olympic").

     In 1992, Olympic entered into the hard rock exploration mining business,
acquiring rights to various international mining concessions in Canada, the
United States, and Indonesia. The Company divested of all of its mining
interests in 1998, and began acquiring oil and gas properties in Canada and the
United States. We disposed of our Canadian oil and gas assets in 2000, and began
focusing entirely on U.S. oil and gas properties from that point forward.

     In January 2003, the Company reincorporated into the State of Wyoming from
the Province of British Columbia because our principal business activities were
and continue to be carried on in the continental United States, and because
re-incorporation as a U.S. company would make available certain U.S. federal tax
benefits in the event the Company entered into a future business combination or
merger with another U.S. corporation.

<PAGE>


Recent Developments

     On September 10, 2003, the Company's wholly owned subsidiary, WEC
Acquisition, Inc. ("WEC"), a newly formed Wyoming corporation, merged into
Whittier Energy, triggering a change in control of the Company (the "Merger").
The Merger was structured as a "reverse triangular merger," causing Whittier
Energy to become a wholly owned subsidiary of the Company. Each of Whittier
Energy's 100,000 outstanding common shares was exchanged for 79.393142 shares of
the Company's voting common stock, $.001 par value ("Common Stock") and one
share of Series A Preferred Stock, no par value ("Series A Preferred Stock").
Each share of Series A Preferred Stock was automatically convertible into 6
shares of Common Stock upon the availability of 600,000 additional authorized
and unissued shares of Common Stock necessary to effect the conversion of all of
the outstanding Series A Preferred Stock. Fractional shares were rounded up to
the nearest whole share of Common Stock.

     Although the Company was the legal acquirer in the Merger, Whittier Energy
acquired the Company for accounting purposes and we have therefore conformed to
Whittier Energy's accounting methods, including the use of a calendar year-end
fiscal year and the successful efforts method of accounting for our oil and gas
properties.

     The Merger also produced a significant change in the Company's management.
Pursuant to the terms of the Merger, Dr. Kenneth Friedman, Patrick Forseille and
Alex Montano resigned from our Board of Directors effective September 10, 2003.
The remaining Board members, Daryl Pollock and John Pierce, then appointed James
A. Jeffs, David A. Dahl, Arlo G. Sorensen, Bryce W. Rhodes and Charles O.
("Chuck") Buckner to the vacant Board seats. The newly constituted Board then
appointed Mr. Jeffs as Chairman of the Board and elected Mr. Rhodes as President
and Chief Executive Officer. In addition, the Board elected Daniel Silverman as
Chief Operating Officer and Michael B. Young as Chief Financial Officer of the
Company. Bev Funston and Malcolm Bell resigned from the offices of Corporate
Secretary and Vice President of Communications, respectively, and Dallas Parker
was elected to the office of Corporate Secretary.

     The Merger is more fully described in the Company's Form 8-K filed with the
SEC on September 25, 2003, as amended to include the audited financial
statements of Whittier Energy, on November 20, 2003.

     As part of the corporate restructuring of the Company, in December 2003,
our stockholders approved a one-for-ten reverse stock split of the Company's
Common Stock and the merger of Olympic into a newly formed, wholly owned
subsidiary, "Whittier Energy Corporation," a Nevada corporation. On December 31,
2003, Olympic effected the one-for-ten reverse split of its Common Stock and
consummated the merger of Olympic with and into Whittier Energy Corporation. As
a result of the reverse split, our Series A Preferred Stock automatically
converted into shares of the Company's split-adjusted Common Stock. The reverse
split did not affect the Company's authorized capital stock, which presently
consists of 100,000,000 shares of Common Stock and 1,000,000 shares of preferred
stock. As a result of the reverse split and the conversion of the Series A
Preferred Stock, there are now approximately 10,068,589 shares of our Common
Stock issued and outstanding. No shares of preferred stock of any series are
presently outstanding. Whittier Energy's former shareholders now own
approximately 85% of the Company's outstanding voting Common Stock.

     As a result of the merger, the legal name of the Company changed from
Olympic Resources Ltd. to "Whittier Energy Corporation." Our registered Common
Stock began trading on a split-adjusted basis on January 2, 2004, under our new
ticker symbol "WHIT." All share amounts included in this filing are presented on
a reverse split-adjusted basis.

                                       2

<PAGE>


Marketing

     We market our production of oil and natural gas from our operated
properties through typical channels for these products, generally selling our
production at local spot market prices, as adjusted for the quality of the crude
oil or natural gas produced. Production from our non-operated properties is
generally marketed in a similar manner by the respective operator of each
property, who then are responsible for distributing the net revenue owed to the
property's other working interest and royalty owners. All of our properties are
located in the United States and typically have access to existing gathering and
distribution systems, which allow production to be delivered and sold at
competitive market prices prevalent in the area at that time. Both natural gas
and oil are purchased by marketing companies, pipelines, major oil companies,
public utilities, industrial customers and other users and processors of
petroleum products. We are not confined to, or dependent upon, any one purchaser
or small group of purchasers. Accordingly, the loss of a single purchaser, or a
few purchasers, would not have a long-term material effect on our business
because there are numerous purchasers in the areas in which we sell our
production. We have previously hedged a portion of our natural gas and oil
production in order to manage our exposure to commodity price volatility and we
intend to do so in the future.

Competition

     We compete in the exploration and production segment of the oil and gas
industry with a number of other companies. These companies include large
multinational oil and gas companies and other independent operators with greater
financial resources and more experience than Whittier. We do not hold a
significant competitive position in the oil and gas industry. We compete both
with major oil and gas companies and with independent producers for, among other
things, rights to develop oil and gas properties, access to limited pipeline
capacity, procurement of available materials and resources, and hiring qualified
personnel. We have not experienced any difficulties in sourcing and acquiring
the raw materials necessary to conduct our operations and do not have any
suppliers that we are principally dependent upon with regards to providing such
raw materials.

Risks of Oil and Gas Activities

     Estimates of Proved Oil and Gas Reserves. Petroleum engineering is a
subjective process of estimating underground accumulations of oil and gas that
cannot be measured in an exact manner. Estimates of economically recoverable oil
and gas reserves and of future net cash flows depend upon a number of variable
factors and assumptions, including:

     o    historical production from the area compared with production from
          other analogous producing properties;
     o    the assumed effects of regulations by governmental agencies;
     o    assumptions concerning future oil and gas prices; and
     o    assumptions concerning future operating costs, severance and excise
          taxes, development costs and workover and remedial costs.

     As all reserve estimates are to some degree subjective, each of the
following items may differ materially from those assumed in estimating reserves:

     o    the quantities of oil and gas that are ultimately recovered;
     o    the timing of the recovery of oil and gas reserves;
     o    the production and operating costs incurred; and
     o    the amount and timing of future development expenditures.

                                       3

<PAGE>


     Actual production, revenues and expenditures with respect to reserves will
vary from estimates and the variances may be material. The discounted future net
revenues included in this document should not be considered as the market value
of the reserves attributable to our properties. As required by the SEC, the
estimated discounted future net revenues from proved reserves are generally
based on prices and costs as of the year-end balance sheet date, while actual
future prices and costs may be materially higher or lower than those utilized
for SEC estimates included herein.

     Volatility of Oil and Gas Prices. Our future success is largely dependent
on oil and gas prices, which are extremely volatile. Any substantial or extended
decline in the price of oil and gas below current levels could have a material
adverse effect on our business operations and future revenues. Moreover, oil and
gas prices depend on factors we cannot control, such as:

     o    supply and demand for oil and gas and expectations regarding supply
          and demand;
     o    weather;
     o    actions by the Organization of Petroleum Exporting Countries, or OPEC;
     o    political conditions in other oil-producing and gas-producing
          countries including the possibility of insurgency or war in such
          areas;
     o    general economic conditions in the United States and worldwide; and
     o    governmental regulations.

     With respect to our business, prices of oil and gas will affect the
Company's future:

     o    revenues, cash flows and earnings;
     o    ability to attract capital to finance its operations and the cost of
          such capital;
     o    amount that it is allowed to borrow; and
     o    value of its oil and gas properties.

     We have hedged a significant portion of our production in order to reduce
our exposure to oil and gas price volatility, as well as to achieve more
predictable cash flows from our oil and gas properties. Hedging will prevent
Whittier from receiving the full advantage of increases in oil or gas prices
above the fixed amount specified in the hedge agreement. In a typical hedge
transaction, Whittier has the right to receive from the hedge counterparty the
excess of the fixed price specified in the hedge agreement over a floating price
based on a market index, multiplied by the quantity hedged. If the floating
price exceeds the fixed price, Whittier must pay the counterparty this
difference multiplied by the quantity hedged even if Whittier had insufficient
production to cover the quantities specified in the hedge agreement.
Accordingly, if Whittier has less production than it has hedged when the
floating price exceeds the fixed price, Whittier must make payments against
which there are no offsetting sales of production. If these payments become too
large, the remainder of Whittier's business may be adversely affected.

     Reserve Replacement. The future success of the Company depends on our
ability to find, develop and acquire additional oil and gas reserves that are
economically recoverable which, in itself, is dependent on oil and gas prices.
Without continued successful exploitation, acquisition or exploration
activities, our reserves and revenues will decline as a result of our current
reserves being depleted by production. Whittier may not be able to find or
acquire additional reserves at acceptable costs.

     Market Demand for Oil and Gas. Our success is also materially dependent
upon the demand for oil and gas. The availability of a ready market for our oil
and gas production depends on a number of factors beyond Whittier's control,
including the demand for and supply of oil and gas, the availability of

                                       4

<PAGE>


alternative energy sources, the proximity of reserves to, and the capacity of,
oil and gas gathering systems, pipelines or trucking and terminal facilities. If
there is no market for the oil and gas that we produce, Whittier will be unable
to sell its production. We may also have to shut-in some of our wells
temporarily due to a lack of market or adverse weather conditions including
hurricanes. If the demand for oil and gas diminishes, Whittier's financial
results would be negatively impacted.

     Risks of Operating Oil & Gas Properties. The oil and gas business involves
certain operating hazards such as:

     o    well blowouts;
     o    cratering;
     o    explosions;
     o    uncontrollable flows of oil, gas or well fluids;
     o    fires;
     o    pollution; and
     o    releases of toxic gas.

     Any of these operating hazards could cause serious injuries, fatalities or
property damage, which could expose Whittier to liabilities. The payment of any
of these liabilities could reduce, or even eliminate, the funds available for
exploration, development, and acquisition, or could result in a loss of
Whittier's properties.

     We maintain insurance against many potential losses and liabilities arising
from our operations in accordance with customary industry practices and in
amounts that we believe to be prudent. However, our insurance does not protect
us against all operational risks. The insurance market in general and the energy
insurance market in particular has been a difficult market over the past several
years. Insurance costs are expected to continue to increase over the next few
years and Whittier may decrease coverage and retain more risk to mitigate future
cost increases. If Whittier incurs substantial liability and the damages are not
covered by insurance or are in excess of policy limits, or if Whittier incurs
liability at a time when Whittier is not able to obtain liability insurance,
then its business, results of operations and financial condition could be
materially adversely affected.

Federal and State Regulatory Requirements

     Our drilling and production operations are subject to regulation under a
wide range of state and federal statutes, rules, orders and regulations. State
and federal statutes and regulations govern, among other matters, the amounts
and types of substances and materials that may be released into the environment,
the discharge and disposition of waste materials, the reclamation and
abandonment of wells and facility sites and remediation of contaminated sites.
They also require permits for drilling operations, drilling bonds and reports
concerning operations. The states where we own properties and conduct
exploration activities, and other states where we may acquire properties, may
have regulations governing conservation matters, including provisions for the
unitization or pooling of oil and natural gas properties, the establishment of
maximum rates of production from oil and natural gas wells and the regulation of
the spacing, plugging and abandonment of wells. The effect of these regulations
is to limit the amount of oil and natural gas we can produce from our wells, if
any, and to limit the number of wells or the locations at which we can drill.
Moreover, each state generally imposes an ad valorem, production or severance
tax with respect to the production and sale of crude oil, natural gas and gas
liquids within its jurisdiction.

                                       5

<PAGE>


Environmental Regulations

     Our exploration, production and marketing operations are regulated
extensively at the federal and state and local levels. These regulations affect
the costs, manner and feasibility of our operations. As an owner of oil and gas
properties, we are subject to federal, state and local regulation of discharge
of materials into, and protection of, the environment. We have no material
outstanding site restoration or other environmental liabilities, and we do not
anticipate that we will incur any material environmental liabilities with
respect to our properties in the future. We believe we utilize operating
practices that are environmentally responsible and meet, or exceed, regulatory
requirements with respect to environmental and safety matters. We carry general
liability insurance in amounts we believe are consistent with industry custom
and practice. Notwithstanding the above, however, we may be required to make
significant expenditures in our efforts to comply with the requirements of these
environmental regulations, which may impose liability on us for the cost of
pollution clean-up resulting from operations, subject us to liability for
pollution damages and require suspension or cessation of operations in affected
areas. Changes in or additions to regulations regarding the protection of the
environment could increase our compliance costs and might hurt our business.

     We are subject to state and local regulations that impose permitting,
reclamation, land use, conservation and other restrictions on our ability to
drill and produce. These laws and regulations can require well and facility
sites to be closed and reclaimed. We generally acquire and develop interests in
oil and gas properties that have been operated in the past, and as a result of
these transactions we may retain or assume clean-up or reclamation obligations
for our own operations or those of third parties.

     We have not incurred any material costs relating to our compliance with
federal, state or local laws during the year ended December 31, 2003.

Employees

     As of March 25, 2004, we have 4 full-time employees. We use the services of
independent consultants and contractors to perform various professional
services, particularly in the areas of operational accounting, field level
production, construction, design, well-site surveillance, permitting and
environmental assessment. We believe that we have excellent relationships with
our employees and independent contractors and consultants.

Our Executive Offices and Website

     Our principal executive offices are located at 3355 West Alabama, Suite
950, Houston, Texas 77098 and our telephone number is (713) 850-1880. Our
website is http://www.whittierenergy.com. We make available, free of charge,
through our website, our annual report on Form 10-KSB, quarterly reports on Form
10-QSB, current reports on Form 8-K, and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after we electronically file such material with, or
furnish it to, the SEC.

                           Forward-Looking Statements

     Some of the statements in this annual report on Form 10-KSB constitute
"forward-looking statements." Forward-looking 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," "estimates," "believes," "predicts," "potential," "likely,"
or "continue," or by the negative of such terms or comparable terminology.
Forward-looking statements are predictions based on current expectations that

                                       6

<PAGE>


involve a number of risks and uncertainties. Actual events may differ
materially. In evaluating forward-looking statements, you should consider
various factors, including the risks discussed above in "Risks of Oil and Gas
Activities." These factors may cause our actual results to differ materially
from any forward-looking statement.

     Although we believe that these statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements, and
you are encouraged to exercise caution in considering such forward-looking
statements. Unless otherwise required by law, we are not under any duty to
update any of the forward-looking statements after the date of this annual
report on Form 10-KSB to conform these statements to actual results.

ITEM 2. DESCRIPTION OF PROPERTIES

Oil and Gas Properties

     Our assets consist of operated and non-operated working interests, royalty
interests, partnership interests, and mineral acreage in various oil and gas
properties. As of March 25, 2004, the Company operates four properties in Texas
and Louisiana that have gross production of approximately 600 barrels of oil per
day ("Bopd") and 1.5 million cubic feet of gas per day ("Mmcfd") (400 Bopd and
440 Mcfd net). We also own non-operated interests in fields located in the Gulf
Coast, Oklahoma, Wyoming, California, Colorado, New Mexico, Utah, and
Pennsylvania that have a combined net daily production of 75 Bopd and 1.3 Mmcfd.
Our material properties are described below.

Beaver Dam Creek Unit

     This property, located 40 miles northeast of Baton Rouge in St Helena
Parish, Louisiana, was acquired by the Company in April 2002. There are six
producing oil wells and two saltwater disposal wells. The Company holds an 89%
working interest with a 69.5% revenue interest. The field produces from the
upper and lower sands of the Tuscaloosa formation at approximately 14,500 feet.
During 2003, gross daily production has averaged 280 barrels of oil and 140 Mcf
of gas. Since its discovery in 1988, the field has cumulative production of 5.2
million barrels and 2.1 Bcf of gas. Subsequent to acquiring the field, we took
steps to improve operating efficiencies and economics by installing larger
pumping units and downhole pumps to produce more fluid. The Company also took
steps to resize compression and gas handling facilities to match current
production levels. The corresponding reduction in fuel use resulted in an
increase in gas and natural gas liquids sales. We are currently working on a
project to re-enter and sidetrack a well left idle by the previous operator and
attempt to establish additional production. Beaver Dam Creek's proved reserves
are 96% oil and accounted for approximately 40% of our total year-end proved
reserves.

Bonnie View Field

     We acquired a 62% working interest (50.84% revenue interest) in this field
located in Refugio County, Texas in November 2003. The lease is located 45 miles
north of Corpus Christi and was producing approximately 75 barrels of oil per
day and 300 Mcf per day from 2 gas wells and 2 oil wells when acquired. There is
also a saltwater disposal well and 3 shut-in wells. The field produces from
sands at depths of approximately 4,700' - 5,600'. Subsequent to the acquisition,
we installed a smaller, more appropriately sized compressor, which minimized
fuel usage in the field. This has allowed the Company to convert a well used
primarily for fuel gas to a well that is producing 25 Bopd and 100 Mcfd of
additional gas sales. The Company has also recently purchased an additional 10%
working interest (8.2% revenue interest) in the field and is planning to drill a
new well on or near the top of the structure during 2004. Bonnie View's proved
reserves consist of 61% gas and 39% oil and represent approximately 10.5% of our
total proved reserves as of December 31, 2003.

                                       7

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Big Wells Field

     We acquired a 100% working interest (75% revenue interest) in this field in
Dimmit County, Texas in July 2002. It is located 45 miles southwest of San
Antonio and there are 15 active oil wells. During 2003, gross daily production
averaged 195 barrels of oil and 57 Mcf of gas. The wells produce from the San
Miguel and Lo East sands between 5,500' and 6,000'. Since acquiring the
property, the Company has successfully added perforations and fracture treated
non-producing Lo East sands in three wells, incrementally increasing field
production (after taking historical field declines into account) by over 50
barrels of oil per day since the Company's purchase of the property. Future work
identified by the Company may include drilling a new well in the southwestern
section of the field. Big Wells underlying proved reserves are 94% oil and
represent 25.4% of our total year-end proved reserves.

Rayne Field

     In March 2003, we acquired a 21% working interest (17% net revenue
interest) in this field located in Acadia Parish, Louisiana near Lafayette. The
field has cumulative production in excess of 1 Tcf of gas and 5 million barrels
of oil since its discovery in the 1950's. Gross daily production from the two
operated active wells in the field was approximately 900 Mcfd through December
2003. There are 14 inactive wells and one saltwater disposal well. There are
approximately 12 producing horizons in this field ranging from 10,000' to
13,500'. The Company believes that the upside potential of this field lies in
testing previously bypassed potential pay sands and re-opening shut-in wells to
determine if they will produce at economic rates under compression. As an
example, the Company recently recompleted an inactive well to a shallower
producing interval. The well is producing at rates of approximately 100 Mcfd and
10 Bopd and is awaiting state approval for unit designation. In addition, a
working interest owner has proposed a well to test an oil prospect in a deeper
interval that we believe can be reached by sidetracking an existing inactive
well. The Rayne field is less than 3% of our total proved reserves and is
approximately 84% gas.

Hamel Field

     The Hamel Field in Colorado County, Texas is located about 60 miles
southwest of Houston. As of December 31, 2003, 6 wells were producing
approximately 1.1 Mmcf per day and 55 Bopd (195 Mcfd and 10 Bopd, net) from a
suite of Wilcox sands between 8,500' and 9,800'. There is one additional well
that produces from the deeper Edwards sand at approximately 12,000'. A
predecessor to Whittier Energy first invested in this field in 1986, seeing an
opportunity to explore for bypassed reserves in a field that had been abandoned
by a major oil company. Since 1986, the operator drilled or re-entered five
wells and performed approximately a dozen recompletion procedures. Whittier's
average working interest is 22% (18% net revenue interest). In addition to the
proved reserves, the Company believes that there may be other unexplored
opportunities remaining in this field. Hamel's underlying reserves are 89% gas
and represent 8.5% of the Company's total proved reserves as of December 31,
2003.

Lost Dome Field

     The Lost Dome unit lies in Natrona County, Wyoming, about 40 miles
northwest of Casper. During 2003, the 6 well field produced approximately 440
Bopd (66 Bopd net) from the Tensleep formation at about 5,600'. Whittier Energy
participated in the discovery of this field in 1998 and owns an 18.75% working
interest (15% net revenue interest). No additional development in the field is

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currently planned. Lost Dome's underlying proved reserves are 100% oil and are
approximately 4.1% of our total year-end proved reserves.

Greater Mayfield Area

     The Company has small working interests (1% or less) in 8 producing wells
in Beckham County, Oklahoma, which are operated by Chesapeake Energy. The
Company participated in the drilling of these deep (18,500'-24,000'),
geo-pressured gas wells over the last three years. The wells have been very
prolific and have gross current production of approximately 70 Mmcf per day (500
Mcfd, net). The revenue from these wells, which produce from the Hunton, Morrow
and Springer formations, is becoming an important source of cashflow for the
Company. In addition to the 8 producers, there are 4 wells currently drilling or
completing and two wells expected to be drilled later in 2004. These gas wells
account for approximately 2% of our end of year proved reserves.

Cascade Field

     We participated in four wells with approximately a 5% working interest in
this field located in north Los Angeles County, California. We sold our interest
in Cascade in February 2004 for $525,000. Management believes that the timing
was appropriate to monetize this long-lived non-operated asset in the current
price environment, in order to re-deploy the proceeds to other operated property
investments. As of December 31, 2003, Cascade represented less than 2.5% of the
Company's underlying proved reserves.

East Corning / Victor Ranch Fields

     We also own various non-operated working interests in 11 active gas wells
in the East Corning and Victor Ranch fields in Tehama County, California. As of
December 31, 2003, net daily production was approximately 500 Mcfd from these
properties. The operator has recently proposed a new well, which we are
reviewing. These 100% gas wells comprise approximately 2% of the Company's
year-end proved reserves.

Other Non-Operated Properties

     We own working interests and royalties directly and through partnerships in
numerous wells and fields that individually are not significant, but in the
aggregate contribute meaningfully to our cashflow and account for approximately
5% of the Company's proved reserves as of December 31, 2003. The operators range
from major oil companies to small private independents and the assets are
located in California, Colorado, Utah, New Mexico, Oklahoma and Texas. In some
cases there are opportunities to make incremental additional investments in
developing certain properties or working over wells or to buy the interests of
other owners. We are continually monitoring these assets and will add to them or
dispose of them when favorable opportunities arise or they are found to be under
performing.

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Oil and Gas Reserves

     The following table presents the Company's net proved and proved developed
reserves of December 31, 2003, 2002 and 2001, respectively, and the net present
values as of such dates (based on an annual discount rate of 10%) of the
estimated future net revenues from the production and sale of those reserves.
All of our oil and gas properties are located in the United States.
<TABLE>
<CAPTION>

                                                As of the Year Ended December 31,
                                              2003             2002            2001
                                           -------------------------------------------
<S>                                         <C>              <C>             <C>
Total Proved Reserves:
Oil (Bbls)                                    1,462,770        1,568,404       145,915
Gas (Mcf)                                     2,988,550        1,406,188       937,610
                                           -------------------------------------------
Total Barrel of Oil Equivalent (Boe)          1,960,862        1,802,769       302,183
                                           ===========================================

Present value of estimated future net
    revenues before income taxes,
    discounted at 10% (in thousands)       $     21,250     $     17,283    $    1,785
                                           ===========================================

Total Proved Developed Reserves:
Oil (Bbls)                                    1,462,770        1,559,029       145,915
Gas (Mcf)                                     2,676,060        1,397,800       937,610
                                           -------------------------------------------
Total Barrel of Oil Equivalent (Boe)          1,908,780        1,791,996       302,183
                                           ===========================================
</TABLE>

     The Company's estimates of proved reserves for the years ended December 31,
2003 and 2002, respectively, were taken from independent evaluations prepared by
H.J. Gruy and Associates, Inc., in accordance with the requirements established
by the Securities and Exchange Commission. No reserve estimates have been filed
with any Federal authority or other agency since January 1, 2003.

                                       10

<PAGE>


Net Quantities of Oil and Gas Produced

     The following table summarized sales volumes, sales prices and production
cost information for our net oil and gas production for each of the three years
ended December 31, 2003:
<TABLE>
<CAPTION>

                                                   As of the Year Ended February 28,
                                               2003                2002            2001
                                           -------------------------------------------------
<S>                                         <C>                 <C>              <C>
Net sales volumes
     Oil (bbls)                                    166,510          129,613          47,986
     Gas (mcf)                                     446,760          160,508         112,348
Average sales price
     Oil (per Bbl)                             $     24.36      $     23.55     $     22.59
     Gas (per Mcf)                             $      4.72      $      3.65     $      6.10
Average production costs (per Boe):
    Production taxes                           $      2.66      $      2.34     $      2.36
    Lease Operating Expense                           8.79            10.44            8.34
                                           -------------------------------------------------
Total average production costs                 $     11.45      $     12.78     $     10.70
                                           -------------------------------------------------
</TABLE>

Productive Wells and Acreage

Productive Wells and Developed Acreage

     The Company owns various working and royalty interests in productive oil
and gas wells, as well as developed and undeveloped oil and gas acreage, all of
which are located onshore in the United States. Productive wells are wells
currently producing commercial quantities of crude oil or natural gas, or wells
capable of producing commercial quantities, which do not require significant
additional capital investment to bring onto production. Developed acreage
consists of lease acres spaced or assignable to production, including leases
held by production, where wells have been drilled to allow the production of
commercial quantities of oil or natural gas.

     As of December 31, 2003, Whittier had interests in 207 gross productive
wells (32 net wells), of which 156 were gross oil wells (24 net oil wells) and
51 were gross gas wells (8 net gas wells). There was only 1 productive multiple
completion well. Production was from approximately 29,943 gross developed acres
(8,276 net acres).

Undeveloped Acreage

     As of December 31, 2003, we held interests in approximately 15,810 gross
undeveloped acres (1,003 net undeveloped acres).

                                       11

<PAGE>


Drilling Activity

     During the three years ended December 31, 2003, our net interests in
exploratory and development wells drilled were as follows:
<TABLE>
<CAPTION>

                                    2003                            2002                            2001
                         Productive         Dry          Productive         Dry          Productive          Dry
------------------------------------------------------------------------------------------------------------------
<S>                      <C>             <C>             <C>              <C>            <C>                 <C>
Gross Wells
  Exploratory                3               -               2               1                -               3
  Development                3               -               3               -                4               -
                       -------------------------------------------------------------------------------------------
     Total                   6               -               5               1                4               3
                       ===========================================================================================

Net Wells
  Exploratory               .22              -              .11             .10               -              .68
  Development               .07              -              .21              -               .61              -
                       ------------------------------------------------------------ ------------------------------
     Total                  .29              -              .32             .10              .61             .68
                       ===========================================================================================
</TABLE>

     A well is considered productive when a determination is made during the
drilling of the well that it is capable of producing commercial quantities of
oil or natural gas and should therefore be completed. All of the Company's wells
are located in the United States.

Present Activities
------------------

     As of December 31, 2003, we were participating in the drilling of 4 deep
gas wells (.04 net wells), as well as performing re-completions of 2 existing
wells (1.06 net wells), with one located in each of the Beaver Dam Creek and
Rayne Fields, respectively.

Item 3. Legal Proceedings

     Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. None
of our directors, officers or affiliates are (i) a party adverse to us in any
legal proceedings, or (ii) has an adverse interest to us in any legal
proceedings. Management is not aware of any other legal proceedings pending or
that have been threatened against us or our properties.

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

     On December 16, 2003, Whittier held a special meeting of its stockholders,
whereby its shareholders approved: (i) an amendment to the Company's articles of
incorporation to effect a one-for-ten reverse stock split of the Company's
outstanding Common Stock; and (ii) the ratification and approval of an Agreement
and Plan of Merger providing for the merger of Olympic Resources Ltd. with and
into Whittier Energy Corporation, a Nevada corporation and a wholly owned
subsidiary of Olympic. The reverse stock split and merger of Olympic into
Whittier Energy Corporation are more fully described in "Item 1. Description of
Business."

                                       12

<PAGE>


     The number of shares voted and withheld with respect to each particular
matter voted upon by Whittier's shareholders were as follows:

     1) Approval of the one-for-ten reverse stock split:

           For             Against           Withheld       Broker Non-Votes
        --------------------------------------------------------------------

        7,582,120           9,370              None               None

     2) Approval of merger with and into Whittier Energy Corporation:

           For             Against           Withheld       Broker Non-Votes
        --------------------------------------------------------------------

        7,592,270           5,640              None               None


Item 5. Market for Common Equity and Related Stockholder Matters

Market Information and Holders of Common Stock

     Our Common Stock is traded on the OTC Bulletin Board under the symbol
"WHIT". The following table sets forth the high and low sales prices, obtained
from the OTC bulletin Board, relating to our Common Stock for the last two
fiscal years. These quotations reflect inter-dealer prices without retail
mark-up, mark-down, or commissions, and may not reflect actual sales prices of
transactions.

                              Year Ended                  Year Ended
                           December 31, 2003           December 31, 2002
        Quarter          High Bid      Low Bid      High Bid        Low Bid
    ----------------------------------------------------------------------------

     First Quarter         $2.10        $1.20         $5.00          $0.80
    Second Quarter         $2.80        $1.40         $2.55          $1.20
     Third Quarter         $3.20        $1.50         $2.80          $1.50
    Fourth Quarter         $2.50        $1.30         $2.10          $1.30

     As of March 25, 2004, we had approximately 97 shareholders of record and
1,100 non-registered shareholders who owned shares of our Common Stock. We have
not paid any dividends during the last two fiscal years ended December 31, 2003
and we do not anticipate that any dividends will be declared or paid on our
Common Stock in the immediate or foreseeable future.

Recent Sales of Unregistered Securities

     As more fully described in Part I, Item 2. "Management's Discussion and
Analysis," on September 10, 2003, WEC, a wholly owned subsidiary of the Company,
merged with and into Whittier Energy. In exchange for their Whittier Energy
common stock, the former Whittier Energy shareholders received 7,939,358 shares
of the Company's voting Common Stock, $.001 par value, and 100,000 shares of
Series A Preferred Stock, which automatically converted into 600,000 shares of
Common Stock on December 31, 2003. The Company issued the shares of its Common
and Preferred Stock with reliance upon the exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended. The Whittier Energy
shareholders had available all material information concerning the Company and
the stock certificates bear an appropriate restrictive legend under the
Securities Act of 1933, as amended. No underwriter was involved in the
transaction.

                                       13

<PAGE>


Securities Authorized for Issuance Under Equity Compensation Plans

         As of December 31, 2003, the following equity securities were
authorized for issuance under the Company's existing compensation plans:
<TABLE>
<CAPTION>

                                Number of Securities to be
                                  Issued upon Exercise of     Weighted-Average Exercise      Number of Securities
                                   Outstanding Options,         Price of Outstanding        Remaining Available for
        Plan Category               Warrants and Rights              Securities                 Future Issuance
-------------------------------------------------------------------------------------------------------------------

<S>                                     <C>                           <C>                         <C>
Equity Compensation Plans
 Approved by Security Holders (1)         187,500                       $1.95                       37,888
Equity Compensation Plans Not
 Approved by Security Holders               N/A                          N/A                          N/A
</TABLE>

(1)  Reflects Amended Fixed Number Stock Option Plan approved by the Company's
     stockholders in August 2002.

     On December 16, 2003, our Board of Directors adopted the Whittier Energy
Corporation Long-Term Incentive Plan (the "Option Plan") for the purposes of
attracting and retaining able persons and providing incentives and reward
opportunities to employees, advisors, outside directors and consultants through
the ownership and performance of our Common Stock. The Option Plan is subject to
approval by our shareholders. We will submit the Option Plan to our shareholders
for their approval at our next annual meeting.

     We have reserved, subject to shareholder approval, 1,560,000 shares of
Common Stock for issuance upon the exercise of options granted under the Option
Plan. As of March 25, 2004, options for a total of 729,000 shares of Common
Stock have been granted by the Company's Compensation Committee, with a weighted
average exercise price of $1.75 per share.

     The Option Plan provides for the discretionary grant of incentive stock
options, within the meaning of Section 422 of the Internal Revenue Code of 1986,
to employees, and for the grant of nonqualified stock options, stock
appreciation rights, dividend equivalents, restricted stock and other incentive
awards to employees, outside directors and consultants. The Option Plan provides
that the Company cannot issue incentive stock options pursuant to the plan after
December 16, 2013.

     The Compensation Committee of our Board of Directors administers the Option
Plan and thereby has the power to determine the terms of the options or other
awards granted, including the exercise price of the options or other awards, the
number of shares subject to each option or other award, the exercisability
thereof and the form of consideration payable upon exercise. In addition, the
Compensation Committee has the authority to amend, suspend or terminate the
Option Plan, provided that no such action may affect any share of Common Stock
previously issued and sold or any option previously granted under the Option
Plan without the consent of the holder.

     The exercise price of all stock options granted under the Option Plan shall
not be less than 100% of the fair market value of the Common Stock on the date
of grant. The term of all options granted under the Option Plan may not exceed
ten years. Each option and other award are exercisable during the lifetime of
the optionee only by such optionee. Options granted under the Option Plan must

                                       14

<PAGE>

generally be exercised within 90 days after the end of optionee's status as an
employee, director or consultant, or within one year after such optionee's
termination by disability or death, respectively, but in no event later than the
expiration of the option's term.

     The Option Plan provides that in the event of certain corporate
transactions, the Compensation Committee may accelerate the vesting of
outstanding options, cancel the outstanding options and pay qualified
participants, adjust outstanding options and other awards pursuant to the terms
of the corporate transaction, or provide a substitute option or award issued by
the acquiring entity. Corporate transactions include: (1) a merger or
consolidation in which the Company is not the surviving entity or it survives
only as a subsidiary of another unrelated entity, (2) a transfer of ownership of
more than 50% of the Company's voting stock occurs, or (3) the sale, lease,
transfer or other disposition of all or substantially all of the assets of the
Company.

Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Business Combination of the Company and Whittier Energy

     On September 10, 2003, WEC merged with and into Whittier Energy with
Whittier Energy surviving the Merger to become a wholly owned subsidiary of the
Company. Although the Company was the legal acquirer of Whittier Energy and
continues as a publicly traded entity, Whittier Energy was the acquirer for
accounting purposes. As a result, the Company has conformed to Whittier Energy's
accounting methods on a prospective basis, including the use of a calendar
year-end and reporting our oil and gas activities using the successful efforts
method of accounting. The Merger is more fully described in the Company's Form
8-K filed with the SEC on September 25, 2003, as amended on November 20, 2003.

     The following management discussion relates to the Company's financial
condition and results of operations through December 31, 2003, including the
historical financial condition and results of operations of Whittier Energy
through the effective date of the Merger and the combined financial results of
the Company from September 10, 2003 through December 31, 2003.

Company Background

     Whittier's principal business is the acquisition, exploration, and
development of oil and gas properties in the continental United States. Our
assets consist of operated and non-operated working interests, royalty
interests, partnership interests, and mineral acreage in various oil and gas
properties, principally located in Louisiana, Texas, Oklahoma, and California,
with minor property interests in Colorado, Utah, New Mexico, Wyoming, and
Pennsylvania.

     Our business strategy is focused on the following:

     o    Pursuit of Strategic Acquisitions. We continually review opportunities
          to acquire producing properties, leasehold acreage, and drilling
          prospects. We seek to acquire operational control of properties that
          we believe have significant exploitation and exploration potential. We
          are especially focused on increasing our holdings in fields and basins
          in which we already own an interest. Whittier has historically
          invested approximately 70% - 80% of available capital on producing
          property acquisitions.

                                       15

<PAGE>


     o    Participation in Exploration and Exploitation Activities. Whittier
          continually screens exploration and exploitation opportunities
          generated by industry partners. The Company has historically expended
          up to 30% of its available capital on these highly impactive
          opportunities. The Cascade, Greater Mayfield, Hamel and Lost Dome
          properties are examples of the successful implementation of this
          strategy.

     o    Further Development of Existing Properties. We intend to further
          develop our properties that have proved reserves. We seek to add
          proved reserves and increase production through detailed technical
          analysis of our properties, and by drilling in-fill locations and
          selectively recompleting existing wells. We also plan to drill
          step-out wells to expand known field limits where applicable. We
          intend to enhance the efficiency and quality control of these
          value-added activities by operating the majority of our properties
          with development potential.

     o    Rationalization of Property Portfolio. Whittier actively pursues
          opportunities to reduce and control operating costs of our existing
          properties and new acquisitions through the consolidation of
          overlapping operations, the sale of marginal properties and small
          interests and by increasing the number of fields we operate as a
          percentage of our total properties.

     o    Maintenance of Financial Flexibility. We believe our base of
          internally generated cash flow and other financial resources will
          provide the financial flexibility to pursue additional acquisitions of
          producing properties, develop project inventory and participate in
          outside generated exploration projects.

     We strive to maintain a low overhead structure by outsourcing certain
operational accounting functions and drilling activities. Also, through our
ownership interest in Rincon Partners LLC, a geologic and geophysical consulting
group, the Company has gained access to high levels of technical expertise and
advanced seismic processing and interpretation which Management views as a
critical advantage in assessing viable drilling prospects and acquisitions.

     Prior to 2002, the Company invested in non-operated working interests,
royalty interests, and various limited partnership interests in oil and gas
properties, as well as other investments related to the oil and gas industry,
such as drilling rig partnerships and private placements in marketable
securities in public energy companies. Our historical investments were funded
through internally generated cash flows from operations. During 2002, we
expanded our investment strategy to include the acquisition of oil and gas
properties we would operate directly. During 2002, the Company completed two
significant operated property acquisitions. In April 2002, Whittier Energy
acquired an 89% working interest in the Beaver Dam Creek Unit in St. Helena
Parish, Louisiana for approximately $3.5 million. In July 2002, Whittier Energy
acquired a 100% working interest in the Big Wells Field in Dimmit County, Texas,
for approximately $1.65 million. We financed the purchase of the two properties
using a combination of available working capital and debt provided by a
revolving credit facility from a third party bank (the "Credit Facility"). The
Company had $3.55 million of net principal outstanding under the Credit Facility
as of December 31, 2002, all of which was used to finance the acquisition of
proved developed reserves in Beaver Dam Creek and Big Wells. The Credit Facility
is discussed in more detail below.

     Throughout 2003, we continued to execute our strategy to invest in operated
and non-operated oil and gas properties, including $400,000 to acquire an
approximate 21% operated working interest in the Rayne Field in Acadia Parish,
Louisiana in March 2003, the effective acquisition of our non-operated gas
properties (principally in California) through the September 2003 business
combination with Olympic (non-cash), and the $1.2 million acquisition of a
61.38% operated working interest in the Bonnie View Field in Refugio County,
Texas in November 2003. The Company financed the purchase of the Rayne Field

                                       16

<PAGE>


using available working capital and $360,000 in borrowings from the Credit
Facility, while the Bonnie View Field acquisition was financed using $600,000 in
working capital and $600,000 in principal from the Company's Credit Facility. In
February and March 2004, the Company acquired an additional 10% interest in the
Bonnie View Field utilizing proceeds from its February 2004 sale of its
non-operating interest in the Cascade Unit for $525,000.

     As of December 31, 2003, the Company had total proved reserves of 1,960,862
barrels of oil equivalent ("Boe"), consisting of 1,462,770 barrels of oil and
2,989 million cubic feet of gas ("Mmcf"), of which 97% is considered proved
developed producing. Comparatively, we had total proved reserves of 1,802,769
Boe and 302,183 Boe as of December 31, 2002 and December 31, 2001, respectively.
This represents an 8.8% increase in proved reserves from 2002 and a 549%
increase from 2001.

Liquidity and Capital Resources

     During the year ended December 31, 2003, the Company generated
approximately $2.17 million in net cash flows from operations and had a net
working capital position of approximately $467,000. The Company is currently
producing, net to its interest, approximately 765 Boe per day, including 474
barrels of oil per day ("Bopd") and 1.75 million cubic feet of gas per day
("Mmcfd"), and is generating net positive cash flow from its operations. Current
production rates are inclusive of the Company's recent acquisition of the Bonnie
View Field and the disposition of our interest in Cascade in February 2004.

     As of December 31, 2003, the Company had $4.51 million in principal
outstanding under the Credit Facility, of which $560,000 was classified as a
current liability payable on or before December 31, 2004. During the current
year, we borrowed $1,160,000 from the Credit Facility, of which $960,000 was
utilized for the acquisition of oil and gas properties and $200,000 was utilized
for ongoing operations. The Credit Facility provides for a total potential
revolving credit line of $15,000,000, the availability of which is determined
based on the value of the Company's proved oil and gas reserves. The Credit
Facility is collateralized by substantially all of the Company's assets and
subjects the Company to various covenants, representations and warranties as
established by the underlying credit agreement. The terms and conditions of the
Credit Facility are more fully described in Note 6 to the Company's financial
statements included herein.

     The Company's future liquidity, in both the short and long-term, is
principally dependent upon the volume of our oil and gas production, as well as
the market price we receive on future sales of that production. The Company's
proved reserves as of December 31, 2003 primarily consist of proved developed
producing reserves (97%), which we believe provide a core basis of future
production and internal cash flow necessary to fund our day-to-day business
activities. We do not have any outstanding, material capital commitments at this
time, but we are in the process of evaluating various internal capital spending
projects to further develop our existing oil and gas properties. We expect to
fund any such projects using available cash flow from operations.

     The long-term growth of the Company is based on our ability to replace and
extend our existing proved oil and gas reserve base, as well as to increase
rates of production from new and existing properties in order to generate higher
oil and gas revenues. The Company seeks to accomplish steady and sustainable
growth of its proved reserves and future production rates through the
acquisition, exploration and development of additional oil and gas properties,
as well as continued exploitation and development of existing properties. We
presently intend to fund future growth using a combination of available working
capital, third party debt financing, and the issuance of our equity and/or debt
securities.

                                       17

<PAGE>


Results of Operations
---------------------

For the Year Ended December 31, 2003 compared with the Year Ended December 31,
2002

     We generated a net loss of approximately $222,000, or $0.02 per share, for
the year ended December 31, 2003, compared to net income of $491,000, or $0.05
per share, for the comparable period ended December 31, 2002. The $713,000
variance primarily relates to two 2003 non-recurring items: the impairment of
the Company's partnership investments in two drilling rig partnerships and
increased general and administrative costs resulting from the Merger.

     We generated oil and gas revenues of approximately $6.15 million, or $25.54
per Boe, during 2003, compared to revenues of approximately $3.64 million, or
$23.29 per Boe in 2002. Similarly, current year production taxes were
approximately $642,000, or $2.66 per Boe, compared to $366,000, or $2.34 per
Boe, in 2002. The increase in revenues and related production taxes were
primarily based upon both higher production volumes and higher prices for oil
and gas between the respective periods. We produced approximately 240,970 Boe
for the year ended December 31, 2003, which was an increase of approximately 54%
from the 156,364 Boe produced for the year ended December 31, 2002.
Approximately 57% of our increase in oil and gas production was based on the
impact of our 2002 acquisitions of the Beaver Dam Creek and Big Wells Fields,
which were on production for all of 2003 versus only a partial year for 2002.
The current year acquisitions of interests in the Rayne Field (March 2003), East
Corning/Victor Ranch properties (September 2003), and the Bonnie View Field
(November 2003), accounted for 10% of the current year production increase. The
Company's non-operated working interests represented 33% of the increase in
production from 2002, primarily driven by our participation in the deep gas well
drilling program in the Greater Mayfield Area (76%) and enhanced production in
the Hamel Field (20%), as well as miscellaneous other non-operated properties
(4%).

     Although our lease operating costs ("LOE") increased from approximately
$1.63 million to $2.12 million for the years ended December 31, 2002 and 2003,
respectively, our LOE per unit of production decreased by 16% from $10.44 per
Boe to $8.79 per Boe between the two periods. Depletion, depreciation, and
amortization ("DD&A") increased from approximately $828,000, or $5.30 per Boe,
for the year ended December 31, 2002, to $1,368,000, or $5.68 per Boe, for the
year ended December 31, 2003. The increase in operating costs and DD&A is
primarily related to the Company's acquisition activity described above, but
also includes non-recurring operating costs to workover and stimulate existing
wells in the Beaver Dam Creek and Big Wells Fields in order to enhance
production. Furthermore, production from the recent operated property
acquisitions carry a higher effective DD&A rate per Boe than the Company's
original non-operated properties.

     General and administrative expenses were approximately $1,316,000 for the
year ended December 31, 2003, compared to $590,000 for the comparable period
ended December 31, 2002. The increase of $726,000 reflects our enhanced
operational activity from the prior year, including transitioning to an oil and
gas operator and from a private to a public company. Non-recurring costs
relating to the Merger include approximately $215,000 in legal and professional
expenses and approximately $115,000 in expenditures relating to the integration
of the two companies, including maintaining an office in Vancouver for a period
of six months after closing the Merger, and holding a Special Meeting of our
stockholders to approve the reverse stock split and reincorporation of Olympic
into Whittier Energy Corporation.

     During the year ended December 31, 2003, we recognized a loss on impairment
of partnership investments of approximately $733,000, due to the total
impairment of our investments in the Odin Spirit and the Odin Neptune drilling

                                       18

<PAGE>


rig partnerships. The general partner of the Odin Neptune partnership disposed
of its principal asset, a semi-submersible rig, for nominal value in July 2003
and the partnership was fully liquidated. The Odin Spirit partnership's
principal assets, two jack-up drilling rigs, were disposed of to satisfy its
third party creditor, which had foreclosed on the rigs in May 2003.
Consequently, the Company fully impaired both investments as of the quarter
ended June 30, 2003.

     The Company recognized a gain of approximately $873,000 on the sale of
various non-operated oil and gas property interests during 2002 for
approximately $1.51 million in gross proceeds. Comparatively, we recognized a
gain of approximately $24,000 on the sale of two non-operated oil and gas
property interests for approximately $116,000 during the comparable period in
2003.

Off-Balance Sheet Arrangements

     We are not a party to any off balance sheet arrangements.

Item 7. Financial Statements

     The information required under Item 310(a) of Regulation S-B is included in
this report as set forth in the "Index to Financial Statements".

Index to Consolidated Financial Statements

         Independent Auditor's Report                                      F-1

         Consolidated Balance Sheets as of December 31, 2003
           and December 31, 2002                                           F-2

         Consolidated Statements of Operations for the years ended
           December 31, 2003 and 2002                                      F-4

         Consolidated Statements of Cash Flows for the years ended
            December 31, 2003 and 2002                                     F-6

         Consolidated Statements of Changes in Stockholders' Equity
           for the years ended December 31, 2003 and 2002                  F-8

         Notes to Consolidated Financial Statements                        F-9

         Supplemental Information - Disclosures About
           Oil and Gas Producing
           Activities -  Unaudited                                        F-28

                                       19
<PAGE>


Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

     After completion of the Merger on September 10, 2003 between the Company
and Whittier Energy, the Board of Directors recommended and approved the
selection of the accounting firm of Brown Armstrong Paulden McCown Starbuck &
Keeter ("Brown Armstrong"), Whittier Energy's historical independent
accountants, to replace the firm of J.H. Cohn LLP ("J.H. Cohn"), the Company's
independent accountants as of the date of the Merger.

     J.H. Cohn did not resign or decline to stand for reelection, but were
dismissed as part of the change of control to allow the appointment of Brown
Armstrong as the Company's principal accountants. J.H. Cohn's opinion regarding
the financial statements of the Company for the last two fiscal years did not
contain an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles. We are not
aware of any disagreements with the Company's former accountant during the past
two most recent fiscal years and the subsequent interim period up to the date of
dismissal on any matter of accounting principals or practices, financial
statement disclosure or auditing scope or procedure. Additionally, there were no
reportable events pursuant to Item 304(a)(iv) of Regulation S-B under the
Securities Act of 1933.

     The Company previously disclosed the change in its principal accountants in
its Form 8-K/A filed with the Securities and Exchange Commission on November 24,
2003. At that time, the Company provided J.H. Cohn with a copy of the
disclosures made therein in response to the disclosures required by Regulation
S-K, Item 304(a). The former accountant was provided an opportunity to furnish
the Company with a letter addressed to the Commission stating its agreement and
absence of any disagreement with the statements made by the Registration in
response to this Item, which was attached as an Exhibit to the Form 8-K/A at the
time it was filed.

     On May 6, 2003, prior to the Company's Merger with Whittier Energy,
Davidson & Company resigned as the Company's principal independent accountant,
as it was mutually agreed that the Company needed to retain a principal
independent accountant specializing in U.S. Generally Accepted Accounting
Principles in conjunction with Olympic's reincorporation into the State of
Wyoming in January 2003. On May 6, 2003, the Company's board of directors
approved and authorized the engagement of J. H. Cohn LLP, 5415 Oberlin Drive,
San Diego, California, U.S.A. 92121, as the Company's principal independent
accountant.

     Davidson & Company's audit reports regarding Olympic's financial statements
for the two fiscal years ended February 28, 2003 did not contain an adverse
opinion or disclaimer of opinion, nor were they modified as to uncertainty,
audit scope or accounting principles. Furthermore, during Olympic's last two
fiscal years ended February 28, 2003 and the subsequent period up to Davidson &
Company resignation as Olympic's principal independent accountants, there were
no disagreements between Davidson & Company and Olympic which were not resolved
on any matter concerning accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of Davidson & Company, would have caused Davidson & Company to make
reference to the subject matter of the disagreements in connection with its
audit reports during the applicable time periods.

                                       20
<PAGE>

Item 8A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

     The term "disclosure controls and procedures" (defined in Rule 13a-15(e))
refers to the controls and procedures of a company that are designed to ensure
that information required to be disclosed by a company in the reports that it
files under the Securities and Exchange Act of 1934 (the "Exchange Act") is
recorded, processed, summarized and reported within required time periods.
Whittier's Chief Executive Officer and Chief Financial Officer, who also serves
as the principal accounting officer, have evaluated the effectiveness of the
Company's disclosure controls and procedures as of a date within 90 days before
the filing of this annual report, and they concluded that, as of such date,
Whittier's controls and procedures were effective.

                                    PART III

Item 9. Directors, Executive Officers, and Control Persons of the Registrant.

     As of April 28, 2004, the following table sets forth the names and ages of
the directors and executive officers of Whittier, the principal offices and
positions with Whittier held by each person and the date such person became a
director or executive officer. The executive officers are elected annually by
the board of directors. Executive officers serve terms of one year or until
their death, resignation or removal by the board of directors. The present term
of office of each director will expire at the next annual meeting of
stockholders. Each executive officer will hold office until his successor duly
is elected and qualified, until his resignation or until he is removed in the
manner provided by our bylaws.
<TABLE>
<CAPTION>

       Name                Age                    Principal Occupation During Last 5 Years
       ----                ---                    ----------------------------------------
<S>                        <C>      <C>
James A. Jeffs             51       Mr. Jeffs has been Chairman of the Board of the Company since September
Chairman of the Board               2003 and served as a Director of Whittier Energy since 1997. Mr. Jeffs has
                                    served as Managing Director and Chief Investment Officer for The Whittier
                                    Trust Company, a company providing financial and fiduciary services to
                                    high net worth individuals, since 1994. Mr. Jeffs also served as the
                                    Co-Chairman of the Board of Chaparral Resources, Inc., an oil and gas
                                    exploration and production company, from May 1999 until May 2002, and as
                                    Chairman and Chief Executive Officer from May 2002 until October 2002.
                                    From 1993 to 1994, Mr. Jeffs was a Senior Vice President of Union Bank of
                                    California. Mr. Jeffs was the Chief Investment Officer of Northern Trust
                                    of California, N.A., a trust and investment management company, from 1992
                                    to 1993. Mr. Jeffs was Chief Investment Officer and Senior Vice President
                                    of Trust Services of America, a trust and investment management company,
                                    from 1988 to 1992 and served as President and Chief Executive Officer of
                                    TSA Capital Management, an institutional investment management company,
                                    during that period.

Bryce W. Rhodes            50       Mr. Rhodes has served on the Company's Board of Directors and as the
Director, President, &              Company's President and Chief Executive Officer since September 2003. Mr.
Chief Executive Officer             Rhodes was a Vice President of Whittier Energy since its incorporation in
                                    1991 through September 2003. In that capacity, he managed all aspects of
                                    its acquisitions and exploration investments and its day to day
                                    activities. Since April 1999, he has served on the Board of Directors of
                                    PYR Energy Corporation, a public oil and gas exploration company. Mr.
                                    Rhodes also served as an investment analyst for the M.H. Whittier
                                    Corporation, an independent oil company, from 1985 until 1991.

David A. Dahl,             41       Mr. Dahl has been a Director of the Company since September 2003. Mr. Dahl
Director                            served Whittier Energy as a Director since 1997, as President from 1997
                                    until September 2003, and as Secretary from August 1997 until May 1998.
                                    Since 1996, Mr. Dahl has served as the President of Whittier Ventures LLC,
                                    a private investment entity. Since 1993, Mr. Dahl has been a Vice
                                    President of The Whittier Trust Company, a company providing financial and
                                    fiduciary services to high net worth individuals. From 1990 to 1993, Mr.
                                    Dahl was a Vice President of Merus Capital management, an investment firm.

                                         21
<PAGE>

       Name                Age                    Principal Occupation During Last 5 Years
       ----                ---                    ----------------------------------------

Charles O. ("Chuck")       59       Mr. Buckner has served as a Director of the Company since September 2003.
Buckner, Director                   Mr. Buckner retired from Ernst & Young LLP, a public accounting firm, in
                                    2002 after serving 35 years in a variety of direct client service and
                                    administrative roles while based in Houston, Cleveland, and Moscow. Mr.
                                    Buckner's client service roles were largely accounting and audit related,
                                    serving as the coordinating partner to a variety of clients, primarily in
                                    the energy business as producers, refiners, pipelines, and service
                                    companies. Mr. Buckner's administrative duties included co-chairmanship of
                                    Ernst & Young's global energy group and chairmanship of the US, Houston,
                                    and Russian energy, chemical and utility practices. Mr. Buckner has also
                                    served as a director of Horizon Offshore, Inc., a provider of marine
                                    construction services to the oil and gas industry, since December 2003 and
                                    is presently active with personal investment projects and charitable
                                    activities.

Arlo G. Sorensen           61       Mr. Sorensen has been a Director of the Company since September 2003. Mr.
Director                            Sorensen has served the Whittier family in many capacities over his
                                    career, as the Chief Executive Officer of the Whittier family office, as a
                                    trustee and consultant on various family initiatives and as an officer and
                                    director of several private foundations. Mr. Sorensen has been the
                                    Chairman of The Whittier Trust Company since its founding in 1989. Mr.
                                    Sorensen was the President of the M.H. Whittier Corporation, an
                                    independent oil company, from 1984 until 1996. Mr. Sorensen was also a
                                    Vice President and Chief Financial Officer of Belridge Oil Company, an
                                    independent oil company, from 1968 to 1979, when it was sold to Shell Oil.
                                    Mr. Sorensen serves on the Board of Directors of St. Martin's Land Company
                                    and several private start-up entities. He has served as a member on the
                                    President's National Petroleum Council, Director of the Western States
                                    Petroleum Association, and as a President and Director of the Independent
                                    Oil Producers Agency.

Daryl Pollock              51       Mr. Pollock has served as a Director of the Company since 1993 and as the
Director                            President and Chief Executive Officer of Olympic Resources Ltd. from 1993
                                    until September 2003. Mr. Pollock also serves as President of S&P Capital
                                    Corp. and PB Energy Partners Ltd., both private companies. He has been the
                                    sole owner of DWP Consultants, a private management consulting company,
                                    since 1986.

                                          22
<PAGE>

       Name                Age                    Principal Occupation During Last 5 Years
       ----                ---                    ----------------------------------------

John Pierce                60       Mr. Pierce has been a Director of the Company since January 2000 and
Director                            served as Chairman of the Board of Olympic Resources Ltd. from January
                                    2000 until September 2003. Mr. Pierce was the President and Chief
                                    Executive Officer of the Security Pacific Bank, Canada, from 1985 until
                                    his retirement in 1987. Mr. Pierce was the founder and served as President
                                    and Chief Executive Officer of Morguard Bank of Canada from 1980 until its
                                    acquisition by Security Pacific Bank in 1985. Since 1988, Mr. Pierce has
                                    been involved in real estate development, property management,
                                    investments, and general business consulting. Mr. Pierce is currently a
                                    director of Commonwealth Insurance Company, an insurance company, Primer
                                    Insurance Adjusters Ltd., Blakeway Development Corp., Jonway Investment
                                    Corporation, and Blakeway Investment Corporation.

Daniel Silverman,          40       Mr. Silverman has served as the Company's Chief Operating Officer since
Chief Operating Officer             September 2003 and was a consultant to Whittier Energy and a Vice
                                    President of Whittier Operating since April 2002. Mr. Silverman served as
                                    a consultant for Regent Energy Corporation from September 2000 until April
                                    2002 and as an Executive Vice President of Business Development and Chief
                                    Operating Officer of Petrominerals Corporation, a publicly traded oil
                                    company, from September 1999 until September 2000. From 1995 until March
                                    1999, Mr. Silverman was the Managing Director of Acquisitions and
                                    Divestitures and a member of the Board of Directors of Torch Energy
                                    Advisors, an oil and gas acquisition and consulting company. From 1992 to
                                    1995, Mr. Silverman was Manager of Acquisitions and Divestitures at Apache
                                    Corporation, an international oil and gas company.

Michael B. Young           35       Mr. Young has served as the Company's Chief Financial Officer and
Chief Financial Officer             Principal Accounting Officer since September 2003. Mr. Young was engaged
                                    as a financial consultant to various private clients, including Whittier
                                    Energy, from January 2003 through September 2003. Mr. Young was the Vice
                                    President and Chief Financial Officer of Chaparral Resources, Inc. from
                                    May 2002 until November 2002. Mr. Young also served as the Treasurer,
                                    Controller and Principal Financial and Accounting Officer of Chaparral
                                    from February 1998 until May 2002. From June 1991 until January 1998, Mr.
                                    Young worked in various capacities in the oil and gas tax practice of
                                    Arthur Andersen LLP, leaving the firm as a Tax Manager.

Dallas Parker              56       Mr. Parker is a senior partner of Thompson & Knight LLP in the corporate
Corporate Secretary                 practice area, a position he has held for more than the past five years.
                                    He is a member and past Chairman of the Advisory Board of Directors of the
                                    Houston Technology Center, a technology accelerator, and is a Board Member
                                    and Found of Texas Entrepreneur's Exchange. Mr. Parker is a Member of the
                                    American, Texas, and Houston Bar Association.

                                       23
</TABLE>
<PAGE>

Audit Committee

     The Company's Audit Committee has the responsibility of selecting our
independent auditors, pre-approving all audit and non-audit services, reviewing
with management and the independent auditors the Company's financial statements,
significant accounting and financial policies and practices, audit scope and
adequacy of internal audit and control systems. The Audit Committee met 4 times
during 2003 and is presently comprised of Messrs. Buckner, Sorensen, and Dahl.
Mr. Buckner, a former audit partner at Ernst & Young LLP, is considered an
independent director in accordance with the National Association of Securities
Dealer's listing standards and serves as the Chairman and designated financial
expert for the Company. All members of the Audit Committee are able to read and
understand fundamental financial statements.

Board of Director Nomination Procedures for Company Stockholders

     The Company's independent directors will consider proposals for nominees
for director from stockholders that are made in writing to Mr. Michael B. Young,
Assistant Corporate Secretary, Whittier Energy Corporation, 3355 West Alabama,
Suite 950, Houston, Texas 77098. In order to nominate a director at the
Company's next annual meeting of stockholders, the Company's Bylaws require that
a stockholder follow the procedures set forth in Section 2.2 of the Company's
By-Laws, incorporated by reference herein as Exhibit Number 3.2 of the Company's
Form 8-K dated January 2, 2004.

     In order to recommend a nominee for a director position, a stockholder must
be a stockholder of record at the time it gives its notice of recommendation and
must be entitled to vote for the election of directors at the meeting at which
such nominee will be considered. The stockholder recommendation will be deemed
timely if it is received not later than 90 days prior to the actual meeting date
or the tenth day following the public announcement of the meeting date.

     The stockholder notice must set forth the following:

     o    As to each person the stockholder proposes to nominate for election as
          a director, all information relating to such person that would be
          required to be disclosed in solicitations of proxies for the election
          of such nominees as directors pursuant to Regulation 14A under the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
          such person's written consent to serve as a director if elected, and

     o    As to the nominating stockholder and the beneficial owner, if any, on
          whose behalf the nomination is made, such stockholder's and beneficial
          owner's, name and address as they appear on the Company's books, the
          class and number of shares of the Company's Common Stock which are
          owned beneficially and of record by such stockholder and such
          beneficial owner, and an affirmative statement of whether either such
          stockholder or such beneficial owner intends to deliver a proxy
          statement and form of proxy to a sufficient number of stockholders to
          elect such nominee or nominees.

                                       24
<PAGE>

     In addition to complying with the foregoing procedures, any stockholder
nominating a director must also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder.

Compliance with Section 16(a) of the Exchange Act

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors and persons who beneficially own more than 10
percent of a registered class of the Company's equity securities to file initial
reports of ownership and changes in ownership with the SEC. Such officers,
directors and stockholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file. To our knowledge,
based solely on a review of the copies of such forms and amendments thereto
furnished to the Company during the Company's most recent fiscal year by the
Company's executive officers, directors, and persons who beneficially owned more
than 10 percent of a registered class of the Company's equity securities, all
persons subject to the reporting requirements of Section 16(a) filed the
required reports on a timely basis, except for certain exceptions prior to the
merge of Olympic and Whittier Energy. Daryl Pollock, John Pierce, and certain
former officers and directors of the Company, including Patrick Forseille, Bev
Funston, Malcolm Bell, Ken Friedman, Mike Lathigee, Peter Jensen and Alex
Montano, failed to timely file their initial Form 3's relating to the
reincorporation of the Company into the State of Wyoming on January 8, 2003. All
required Form 3's were filed on January 22, 2003. Additionally, Messrs. Pollock,
Forseille, Pierce, Funston, Bell, Friedman and Montano failed to timely file
Form 4's in conjunction with issuance of stock options to such individuals on
February 27, 2003. All required Form 4's were filed on March 10, 2003.

Code of Ethics

     Pursuant to Rule 4350(n) of the NASDAQ, we are required to adopt a code of
business conduct and ethics for our directors, officers and employees. In April
2004, the Board of Directors adopted the Code of Business Conduct (Code of
Conduct), which also meets the requirements of a code of ethics under Item 406
of Regulation S-B. You can access the Company's Code of Conduct on the Investor
Relations page of the Company's website at www.whittierenergy.com. Any
stockholder who so requests may obtain a printed copy of the Code of Conduct by
submitting a request to the Company's Corporate Secretary. Changes in and
waivers to the Code of Conduct for the Company's directors, chief executive
officer and chief financial officer and controller will be posted on the
Company's website within five business days and maintained for at least 12
months.



                                       25
<PAGE>

Item 10. Executive Compensation

     The following table sets forth compensation paid to the Company's Chief
Executive Officer, regardless of amount paid, and the Company's most highly
compensated executive officers (collectively, the "Named Executive Officers")
with total salary and bonus in excess of $100,000, for fiscal years ended
December 31 2001, 2002 and 2003, respectively.
<TABLE>
<CAPTION>

                                          Annual Compensation              Long-Term Compensation
                                                                               Awards           Payouts

                                                                                   Securities
                                                                      Restricted   Underlying
                                                           Other         Stock      Options/     LTIP      All Other
       Name and                                            Annual       Award(s)      SARs      Payouts   Compensation
  Principal Position     Year       Salary     Bonus    Compensation      ($)         (#)         ($)         ($)
----------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>        <C>       <C>             <C>          <C>        <C>         <C>
Bryce W. Rhodes          2003(1)   $115,966   $20,000       None          None        None        None        None
   President and Chief
   Executive Officer
   (9/03 to Present)

Daryl Pollock            2003(2)   $78,966    $17,000       None          None       15,000       None      $212,445
   President and Chief   2002      $63,687    $15,995                               50,000(3)
   Executive Officer     2001(4)   $58,104    $40,119                               25,000(4)
   (1993 - 9/03)

Daniel Silverman         2003(5)   $151,667   $20,000       None          None        None        None        None
   Chief Operating
   Officer
   (9/03 to Present)

Michael B. Young         2003(6)   $102,065   $20,000       None          None        None        None        None
   Chief Financial
   Officer, Treasurer,
   Controller and
   Assistant Secretary
   (9/03 to Present)
----------
</TABLE>

(1)  Includes compensation paid by Whittier to Mr. Rhodes as Vice President of
     Whittier Energy for the period January 1, 2003 through August 31, 2003 and
     as President and Chief Executive Officer of the Company for the period
     September 1, 2003 through December 31, 2003.

(2)  Includes compensation paid by the Company to Mr. Pollock in his capacity as
     President and Chief Executive Officer of the Company prior to the September
     2003 merger of Olympic and Whittier Energy, as well as compensation paid to
     Mr. Pollock under a consulting agreement entered into between the Company
     and Mr. Pollock as a condition to the Merger. The terms of the new
     agreement provide for Mr. Pollock to receive $10,217 Canadian dollars per
     month in consulting fees during the initial term of six months after the
     close of the Merger, as well as the grant of a fully vested warrant to
     purchase 45,000 shares of the Company's Common Stock at an exercise price
     of $2.00 per share (the "Warrant"). The consulting agreement also provides
     for Mr. Pollock to receive severance payments of $5,108 Canadian dollars
     per month for 24 months following the initial term, as well as $90,000 in
     accrued compensation to be used to pay the aggregate exercise price of the
     Warrant on the one year anniversary date of the Merger. The estimated value
     of the severance portion of Mr. Pollock's consulting agreement was recorded
     as "Other Compensation" during 2003, including the estimated fair value of
     the Warrant on the date of grant of $32,445. Securities underlying options
     includes stock options granted to Mr. Pollock on February 7, 2003 to
     acquire 15,000 shares of the Company's Common Stock at an exercise of $2.00
     per share, which expire in September 2005.

                                       26
<PAGE>

(3)  Includes 50,000 stock options granted to Mr. Pollock during 2002, including
     options to acquire 10,000 shares of the Company's Common Stock granted on
     April 9, 2002 with an exercise price of $1.93 per share and a total of
     40,000 options granted to Mr. Pollock during fiscal years 2001 and 2002,
     which were amended on April 9, 2002, to reflect an exercise price of $1.93
     per share. Of the total options granted and repriced on April 9, 2002,
     20,000 expired on March 12, 2004 and 30,000 expire in September 2005.

(4)  Includes 25,000 stock options granted during fiscal year 2001, which were
     repriced on April 9, 2002. See (3) above.

(5)  Includes compensation paid by Whittier to Mr. Silverman as an independent
     consultant to Whittier Energy for the period January 1, 2003 through August
     31, 2003 and as Chief Operating Officer of the Company for the period
     September 1, 2003 through December 31, 2003.

(6)  Includes compensation paid by Whittier Energy to a Texas limited liability
     company wholly owned by Mr. Young, for consulting services provided to
     Whittier Energy during the period from May 2003 through August 31, 2003 and
     as Chief Financial Officer of the Company for the period September 1, 2003
     through December 31, 2003.

Stock Options Granted in 2003

     During 2003, the named executive officers were granted an aggregate of
15,000 options to purchase shares of Common Stock at an exercise price of $2.00
per share pursuant to the Company's 2001 Amended and Restated Stock Option Plan
as follows:

                                   Percent of
                  Number of      Total Options
                 Securities        Granted to     Exercise
                 Underlying       Employees in      Price        Expiration
    Name      Options Granted         2003        ($/Share)         Date
--------------------------------------------------------------------------------

Daryl Pollock      15,000              25%          $2.00    September 10, 2005



Fiscal Year-End Option Values and Stock Option Exercises

     The following tables contain information concerning the number and value of
exercisable and unexercisable options as of December 31, 2003, as well as stock
options exercised by the named executive officers during 2003.
<TABLE>
<CAPTION>

                                          Number of Securities           Value of Unexercised
                                         Underlying Unexercised          In-The-Money Options
    Name        Shares                Options at December 31, 2003       at December 31, 2003
             Acquired on     Value    ----------------------------    ---------------------------
             Exercise (#)   Realized   Exercisable   Unexercisable    Exercisable   Unexercisable
-------------------------------------------------------------------------------------------------
<S>          <C>            <C>        <C>           <C>              <C>           <C>
Daryl Pollock    None         None        65,000          None           None            N/A
</TABLE>

     The Company did not grant any long-term incentive plan awards in 2003.

Compensation of Directors

     The Company has no standard arrangement to provide cash compensation to its
employee and non-employee directors for their service on the board or its
committees and did not provide any cash compensation to its non-employee
directors during 2003. Both employee and non-employee directors are reimbursed
for reasonable out-of-pocket expenses incurred in attending meetings of the
board or its committees and for other reasonable expenses related to the
performance of their duties as directors. In addition, each non-employee

                                       27
<PAGE>

director is eligible to receive stock option grants under the Company's Amended
Stock Option Plan and Long-term Incentive Plan, subject to recommendation by the
Company's compensation committee and approval by the Company's independent
directors. During fiscal year 2003, the Company awarded 45,000 options to
acquire the Company's Common Stock at an exercise price of $2.00 per share to it
employee and non-employee directors, including 15,000 options granted to Mr.
Pollock, 10,000 to Mr. Pierce, and 20,000 options granted to the Company's
various former employee and non-employee directors, including 2,500 to Mr.
Forseille, 15,000 to Mr. Montano, and 2,500 to Mr. Friedman.

Employment Agreements

     As a condition to the Merger, the Company terminated its existing
employment agreement with Mr. Pollock, the former President and CEO, and a
current director, of the Company, and entered into a new consulting agreement
with him for an initial term of six months from the closing date of the Merger.
The terms of the new consulting agreement provide for Mr. Pollock to receive
$10,217 Canadian dollars per month during the initial term and a Warrant to
purchase 45,000 shares of the Company's Common Stock at an exercise price of
$2.00 per share. The consulting agreement also provides for Mr. Pollock to
receive $5,108 Canadian dollars per month for 24 months following the initial
term, as well as $90,000 in accrued compensation to be used to pay the aggregate
exercise price of the Warrant on the one year anniversary date of the Merger.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

     Under Section 13(d) of the Securities Exchange Act of 1934, a beneficial
owner of a security is any person who directly or indirectly has or shares
voting or investment power over such security. The following are the
shareholdings of the Company's directors, executive officers and any
stockholders who are known by the Company to own beneficially more than 5% of
any class of its voting shares of as of April 28, 2004:

                                               Amount and Nature of    Percent
Name and Address of Beneficial Owner           Beneficial Ownership    of Class
------------------------------------           --------------------    --------

Charles O. Buckner                                  52,000 [1]            0.5%
3355 West Alabama, Suite 950
Houston, Texas 77098

Michael J. Casey                                 3,056,466 [2]           30.4%
1600 Huntington Drive
South Pasadena, California 91030

David A. Dahl                                       30,000 [3]            0.3%
1600 Huntington Drive
South Pasadena, California 91030

James A. Jeffs                                      30,000 [4]            0.3%
1600 Huntington Drive
South Pasadena, California 91030

                                       28
<PAGE>

                                               Amount and Nature of    Percent
Name and Address of Beneficial Owner           Beneficial Ownership    of Class
------------------------------------           --------------------    --------

Betty Leonard                                    3,056,466 [5]           30.4%
1600 Huntington Drive
South Pasadena, California 91030

John E. Pierce                                     129,700 [6]            1.3%
999 West Hastings Street, Suite 525
Vancouver, B.C. Canada V6C2W2

Daryl Pollock                                      222,400 [7]            2.2%
999 West Hastings Street, Suite 525
Vancouver, B.C. Canada V6C2W2

Bryce W. Rhodes                                    369,106 [8]            3.7%
7770 El Camino Real
Carlsbad, California 92009

Daniel Silverman                                   187,000 [9]            1.9%
3355 West Alabama, Suite 950
Houston, Texas 77098

Arlo G. Sorensen                                 3,086,466 [10]          30.7%
1600 Huntington Drive
South Pasadena, California 91030

Michael B. Young                                   156,000 [11]           1.5%
3355 West Alabama, Suite 950
Houston, Texas 77098

Whittier Holdings, Inc.                          3,459,802 [12]          34.4%
100 W. Liberty Street, Suite 890
Reno, Nevada 89501-1952

Whittier Trust Company                           2,563,385 [13]          25.5%
1600 Huntington Drive
South Pasadena, California 91030

The Whittier Trust Company of Nevada, Inc.         896,418 [14]           8.9%
100 W. Liberty Street, Suite 890
Reno, Nevada 89501-1952

Whittier Ventures LLC                            3,056,466 [15]          30.4%
1600 Huntington Drive
South Pasadena, California 91030

                                       29
<PAGE>

                                               Amount and Nature of    Percent
Name and Address of Beneficial Owner           Beneficial Ownership    of Class
------------------------------------           --------------------    --------

Harold M. Williams                               3,056,466 [16]          30.4%
1600 Huntington Drive
South Pasadena, California 91030

Laura-Lee W. Woods                                 841,253 [17]           8.4%
1600 Huntington Drive
South Pasadena, California 91030

Robert J. Woods, Jr.                               841,253 [18]           8.4%
1600 Huntington Drive
South Pasadena, California 91030

All Officers and Directors as a Group            4,262,672               39.4%
(10 persons)

-----------------

(1)  Represents an option to purchase 52,000 shares of Common Stock granted to
     Mr. Buckner on January 8, 2004. The option is unvested and the Option Plan
     is subject to approval by our stockholders.

(2)  As disclosed in a joint filing on Schedule 13D filed with the SEC on
     September 22, 2003 and adjusted to reflect the one-for-ten reverse split of
     our outstanding Common Stock effective December 31, 2003. Represents shares
     owned by Whittier Ventures, LLC described in footnote 15 below. As
     co-trustee of seventeen trusts that are the sole members of Whittier
     Ventures, LLC, Mr. Casey may be deemed to share voting and dispositive
     power with respect to the shares of Common Stock owned by Whittier
     Ventures, LLC.

(3)  Represents an option to purchase 30,000 shares of Common Stock granted to
     Mr. Dahl on January 8, 2004. The option is unvested and the Option Plan is
     subject to approval by our stockholders.

(4)  Represents an option to purchase 30,000 shares of Common Stock granted to
     Mr. Jeffs on January 8, 2004. The option is unvested and the Option Plan is
     subject to approval by our stockholders.

(5)  Represents shares owned by Whittier Ventures, LLC described in footnote 15
     below. As co-trustee of certain trusts that are the members of Whittier
     Ventures, LLC, Ms. Leonard may be deemed to share voting and dispositive
     power with respect to the shares of Common Stock owned by Whittier
     Ventures, LLC.

(6)  As disclosed in a filing on Schedule 13G filed with the SEC on February 28,
     2003 and adjusted to reflect the one-for-ten reverse split of our
     outstanding Common Stock effective December 31, 2003.

(7)  As disclosed in a filing on Schedule 13G filed with the SEC on December 27,
     2001 and in a Form 4 filed with the SEC on September 11, 2003, and adjusted
     to reflect the one-for-ten reverse split of our outstanding Common Stock
     effective December 31, 2003. Represents 177,400 shares of Common Stock and
     a warrant to purchase 45,000 shares of Common Stock at $2.00 per share.

(8)  Represents 140,106 shares of Common Stock owned by Bryce W. Rhodes 1975
     Trust, of which Mr. Rhodes is a trustee and the beneficiary, and an option
     to purchase 229,000 shares of Common Stock, granted to Mr. Rhodes on
     January 8, 2004. The option is unvested and the Option Plan is subject to
     approval by our stockholders.

(9)  Represents an option to purchase 187,000 shares of Common Stock granted to
     Mr. Silverman on January 8, 2004. The option is unvested and the Option
     Plan is subject to approval by our stockholders.

(10) As disclosed in a joint filing on Schedule 13D filed with the SEC on
     September 22, 2003, and adjusted to reflect the one-for-ten reverse split
     of our outstanding Common Stock effective December 31, 2003. Represents
     shares owned by Whittier Ventures, LLC described in footnote 15 below. As
     co-trustee of seventeen trusts that are the sole members of Whittier
     Ventures, LLC, Mr. Sorensen may be deemed to share voting and dispositive
     power with respect to the shares of Common Stock owned by Whittier
     Ventures, LLC. Also includes an option to purchase 30,000 shares of Common
     Stock granted to Mr. Sorensen on January 8, 2004. The option is unvested
     and the Option Plan is subject to approval by our stockholders.

(11) Represents an option to purchase 156,000 shares of Common Stock granted to
     Mr. Young on January 8, 2004. The option is unvested and the Option Plan is
     subject to approval by our stockholders. See "Whittier Energy Corporation
     Long-Term Incentive Plan."

(12) As disclosed in a joint filing on Schedule 13D filed with the SEC on
     September 22, 2003 and adjusted to reflect the one-for-ten reverse split of
     our outstanding Common Stock effective December 31, 2003. Represents shares
     beneficially owned by The Whittier Trust Company of Nevada, Inc, and
     Whittier Trust Company described in footnotes 13 and 14 below. As the sole
     stockholder of each of The Whittier Trust Company of Nevada, Inc, and
     Whittier Trust Company, Whittier Holdings, Inc. may be deemed to share
     voting and dispositive power with respect to the shares of Common Stock
     owned by each of The Whittier Trust Company of Nevada, Inc. and Whittier
     Trust Company.

                                       30
<PAGE>

(13) As disclosed in a joint filing on Schedule 13D filed with the SEC on
     September 22, 2003 and adjusted to reflect the one-for-ten reverse split of
     our outstanding Common Stock effective December 31, 2003. Represents shares
     of Common Stock owned by various trusts of which Whittier Trust Company is
     the sole trustee or a co-trustee.

(14) As disclosed in a joint filing on Schedule 13D filed with the SEC on
     September 22, 2003 and adjusted to reflect the one-for-ten reverse split of
     our outstanding Common Stock effective December 31, 2003. Represents shares
     of Common Stock owned by various trusts of which The Whittier Trust Company
     of Nevada, Inc. is the sole trustee or a co-trustee.

(15) As disclosed in a joint filing on Schedule 13D filed with the SEC on
     September 22, 2003 and adjusted to reflect the one-for-ten reverse split of
     our outstanding Common Stock effective December 31, 2003.

(16) Represents shares of Common Stock owned by Whittier Ventures, LLC described
     in footnote 15 above. As co-trustee of certain trusts that are the members
     of Whittier Ventures, LLC, Mr. Williams may be deemed to share voting and
     dispositive power with respect to the shares of Common Stock owned by
     Whittier Ventures, LLC.

(17) As disclosed in a joint filing on Schedule 13D filed with the SEC on
     September 22, 2003 and adjusted to reflect the one-for-ten reverse split of
     our outstanding Common Stock effective December 31, 2003. Represents shares
     of Common Stock owned by Laura-Lee W. Woods 1992 Trust and Robert J. Woods,
     Jr. 1992 Trust. Ms. Woods is the co-trustee of Laura-Lee W. Woods 1992
     Trust and is the spouse of Robert J. Woods, Jr., the co-trustee of Robert
     J. Woods, Jr. 1992 Trust.

(18) As disclosed in a joint filing on Schedule 13D filed with the SEC on
     September 22, 2003 and adjusted to reflect the one-for-ten reverse split of
     our outstanding Common Stock effective December 31, 2003. Represents shares
     of Common Stock owned by Laura-Lee W. Woods 1992 Trust and Robert J. Woods,
     Jr. 1992 Trust. Mr. Woods is the co-trustee of Robert J. Woods, Jr. 1992
     Trust and is the spouse of Laura-Lee W. Woods, the co-trustee of Laura-Lee
     W. Woods 1992 Trust.

Securities Authorized for Issuance Under Equity Compensation Plans

     See "Item 5. Market for Common Equity and Related Stockholder Matters."

Item 12. Certain Relationships and Related Transactions.

     Dallas Parker, Corporate Secretary of the Company, is a senior partner at
the law firm of Thompson & Knight LLP, which provides legal services to the
Company and its subsidiaries. For the fiscal year ended December 31, 2003, the
total legal fees paid by the Company to Thompson & Knight LLP represented less
than one percent of the gross revenue of the firm.

                                       31
<PAGE>

     The Company paid CK Cooper & Company, Inc., an investment banking firm,
approximately $140,000 in fees relating to advisory services provided in
connection with the September 2003 Merger of Olympic and Whittier Energy. Mr.
Montano, a former director of the Company, is also an officer and shareholder of
CK Cooper.

Item 13. Exhibits and Reports on Form 8-K

(a)  The following exhibits are filed as part of this Annual Report:

     Number                              Exhibit
     ------                              -------

       2.1         Agreement, dated July 8, 2003, among the Company, WEC
                   Acquisition, Inc. and Whittier Energy Company, incorporated
                   by reference to Exhibit 2.1 of Olympic Resources Ltd.'s
                   Quarterly Report, as amended, on Form 10-QSB/A for the
                   quarterly period ended May 31, 2003
       2.2         First Amendment to the Agreement dated August 28, 2003, among
                   the Company, WEC Acquisition, Inc. and Whittier Energy
                   Company, incorporated by reference to Exhibit 2.2 of the
                   Company's Form 8-K dated September 25, 2003
       2.3         Second Amendment to the Agreement dated September 9, 2003,
                   among the Company, WEC Acquisition, Inc. and Whittier Energy
                   Company, incorporated by reference to Exhibit 2.3 of the
                   Company's Form 8-K dated September 25, 2003
       2.4         Agreement and Plan of Merger, dated July 8, 2003, between WEC
                   Acquisition, Inc. and Whittier Energy Company, incorporated
                   by reference to Exhibit 2.2 of Olympic Resources Ltd.'s
                   Quarterly Report, as amended, on Form 10-QSB/A for the
                   quarterly period ended May 31, 2003
       2.5         First Amendment to the Agreement and Plan of Merger, dated
                   August 29, 2003, between WEC Acquisition, Inc. and Whittier
                   Energy Company, incorporated by reference to Exhibit 2.5 of
                   the Company's Form 8-K dated September 25, 2003
       2.6         Second Amendment to the Agreement and Plan of Merger, dated
                   September 9, 2003, between WEC Acquisition, Inc. and Whittier
                   Energy Company, incorporated by reference to Exhibit 2.6 of
                   the Company's Form 8-K dated September 25, 2003
       2.7         Plan and Agreement of Merger, dated December 17, 2003,
                   between Olympic Resources Ltd. and Whittier Energy
                   Corporation, incorporated by reference to Exhibit 2.7 of the
                   Company's Form 10-KSB for the year ended December 31, 2003
       3.1         Articles of Incorporation, dated November 13, 2003, for
                   Whittier Energy Corporation, incorporated by reference to
                   Exhibit 3.1 of the Company's Form 8-K dated January 2, 2004
       3.2         Corporate Bylaws, dated November 13, 2003, for Whittier
                   Energy Corporation, incorporated by reference to Exhibit 3.2
                   of the Company's Form 8-K dated January 2, 2004
       4.1         Registration Rights Agreement, dated September 9, 2003, by
                   and among Whittier Energy Company on behalf of its
                   shareholders and Olympic Resources Ltd. on behalf of certain
                   holders of the Company's warrants, options, or both,
                   incorporated by reference to Exhibit 4.1 of the Company's
                   Form 8-K dated September 25, 2003
       4.2         Warrant Agreement between Olympic Resources Ltd. and Daryl
                   Pollock, dated September 9, 2003, incorporated by reference
                   to Exhibit 4.2 of the Company's Form 8-K dated September 25,
                   2003
       4.3         Credit Agreement by and among Whittier Energy Company,
                   Whittier Operating, Inc. and Compass Bank dated July 17,
                   2002, incorporated by reference to Exhibit 4.3 of the
                   Company's Form 10-KSB for the year ended December 31, 2003
       4.4         First Amendment to Credit Agreement, dated July 17, 2002, by
                   and among Whittier Energy Company, Whittier Operating, Inc.
                   and Compass Bank dated March 10, 2003, incorporated by
                   reference to Exhibit 4.4 of the Company's Form 10-KSB for the
                   year ended December 31, 2003

                                       32
<PAGE>

     Number                              Exhibit
     ------                              -------

       4.5         Second Amendment to Credit Agreement, dated July 17, 2002, by
                   and among Whittier Energy Company, Whittier Operating, Inc.
                   and Compass Bank dated September 9, 2003, incorporated by
                   reference to Exhibit 4.5 of the Company's Form 10-KSB for the
                   year ended December 31, 2003
       4.6         Unlimited Guarantee by Olympic Resources Ltd. for the benefit
                   of Compass Bank dated September 26, 2003, incorporated by
                   reference to Exhibit 4.6 of the Company's Form 10-KSB for the
                   year ended December 31, 2003
       4.7         Stock Pledge Agreement between Olympic Resources Ltd. and
                   Compass Bank dated September 26, 2003, incorporated by
                   reference to Exhibit 4.7 of the Company's Form 10-KSB for the
                   year ended December 31, 2003
       4.8         Stock Pledge Agreement between Whittier Energy Company and
                   Compass Bank dated September 26, 2003, incorporated by
                   reference to Exhibit 4.8 of the Company's Form 10-KSB for the
                   year ended December 31, 2003
      10.1         Purchase and Sale Agreement between Cabot Oil & Gas
                   Corporation and Whittier Energy Company dated March 28, 2002,
                   incorporated by reference to Exhibit 10.1 of the Company's
                   Form 10-KSB for the year ended December 31, 2003
      10.2         Purchase and Sale Agreement by and between SUE-ANN Operating,
                   L.C. and Whittier Energy Company dated June 20, 2002,
                   incorporated by reference to Exhibit 10.2 of the Company's
                   Form 10-KSB for the year ended December 31, 2003
      10.3         Consulting Agreement between Olympic Resources Ltd. and Daryl
                   Pollock dated September 9, 2003, incorporated by reference to
                   Exhibit 10.3 of the Company's Form 10-KSB for the year ended
                   December 31, 2003
      10.4         Stock Option Plan dated effective August 21, 2002,
                   incorporated by reference to Olympic Resources Ltd.'s Form
                   10-KSB for the year ended February 28, 2003
      16.1         Notification letter dated November 24, 2003 from J.H. Cohn
                   LLP to the Securities and Exchange Commission regarding
                   change of certifying accountant for Olympic Resources Ltd.,
                   incorporated by reference to Exhibit 16 of the Company's Form
                   8-K/A dated November 24, 2003
      16.2         Notification letter dated May 6, 2003 from Davidson & Company
                   Chartered Accountants to the Securities and Exchange
                   Commission regarding change of certifying accountant for
                   Olympic Resources Ltd., incorporated by reference to Exhibit
                   16 of the Company's Form 10-KSB for the year ended February
                   28, 2003
       21          Subsidiaries of Whittier Energy Corporation, incorporated by
                   reference to Exhibit 21 of the Company's Form 10-KSB for the
                   year ended December 31, 2003
      23.1         Consent of Brown Armstrong Paulden McCown Starbuck & Keeter
                   Accountancy Corporation, incorporated by reference to Exhibit
                   23.1 of the Company's Form 10-KSB for the year ended December
                   31, 2003
      23.2         Consent of H.J. Gruy and Associates, Inc. , incorporated by
                   reference to Exhibit 23.2 of the Company's Form 10-KSB for
                   the year ended December 31, 2003
      31.1*        Certification of Chief Executive Officer, pursuant to Rule
                   13a-14(a) under the Securities Exchange Act
      31.2*        Certification of Chief Financial Officer, pursuant to Rule
                   13a-14(a) under the Securities Exchange Act
      32.1*        Certification of Chief Executive Officer and Chief Financial
                   Officer, pursuant to 18 U.S.C. Section 1350

         * Filed herein.

                                       33
<PAGE>

(b)  The following reports on Form 8-K were filed during the quarter ended
     December 31, 2003:

     (i)  Form 8-K filed on December 22, 2003 - Item 5. Other Events.

     (ii) Form 8-K/A filed on November 24, 2003, Amendment No. 2 to Form 8-K
          filed on September 25, 2003 - Item 4. Changes in Company's Certifying
          Accountant.

     (iii) Form 8-K/A filed on November 20, 2003, Amendment No. 1 to Form 8-K
          filed on September 25, 2003 - Item 4. Changes in Company's Certifying
          Accountant and Item 7. Financial Statements.

     (iv) Form 8-K filed on November 17, 2003 - Item 5. Other Events.

     (v)  Form 8-K filed on November 3, 2003 - Item 5. Other Events.

Item 14. Principal Accountant Fees and Services.

Audit Fees
----------

     The Company's principal accountants billed fees of approximately $90,889
and $9,615 for the fiscal years ended December 31, 2003 and 2002, respectively,
for the audit of the Company's annual financial statements and review of
quarterly financial statements reported on Form 10-QSB. The audit fees for 2003
include the audit and quarterly reviews for the Company prior to the Merger,
based upon a February 28, 2003 fiscal year end, as well as the Company's 2003
audit and quarterly review for the quarter ended September 30, 2003. Audit fees
for 2002 reflect the audit of the Company's fiscal year ended February 28, 2002
as a Canadian issuer.

Audit Related Fees
------------------

     The Company's principal accountants billed audit related fees of $31,057 in
2003 related to the audit and review of Whittier Energy's historical financial
statements included in regulatory filings required as a result of the Company's
Merger of Olympic and Whittier Energy. There were no audit related fees billed
to the Company by its principal accountants in 2002.

Tax Fees
--------

     The Company's principal accountants did not bill the Company for any fees
during fiscal years 2003 and 2002 for tax compliance, advice or planning
services.

All Other Fees
--------------

     The Company was not billed for any other fees by its principal accountants
during the fiscal years ended December 31, 2003 or 2002.

     The Audit Committee requires that all audit and non-audit services
performed by the Company's principal accountants are pre-approved by the entire
Audit Committee or by one or more members delegated to do so by the entire
Committee.

                                       34
<PAGE>



                                   SIGNATURES

     In accordance with the Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                             WHITTIER ENERGY CORPORATION.

Dated:  April 28, 2004                       /s/ Bryce W. Rhodes
                                             -----------------------------------
                                             Bryce W. Rhodes, President,
                                             CEO and Director

                                             /s/ Michael B. Young
                                             -----------------------------------
                                             Michael B. Young, CFO, Treasurer,
                                             and Principal Accounting Officer


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

Date                  Name and Title                      Signature
----                  --------------                      ---------


April 28, 2004        Charles O. Buckner, Director        /s/ Charles O. Buckner
                                                          ----------------------


April 28, 2004        David A. Dahl, Director             /s/ David A. Dahl
                                                          ----------------------


April 28, 2004        James A. Jeffs, Chairman            /a/ James A. Jeffs
                                                          ----------------------


April 28, 2004        John Pierce, Director               /s/ John Pierce
                                                          ----------------------


April 28, 2004        Daryl Pollock, Director             /s/ Daryl Pollock
                                                          ----------------------


April 28, 2004        Bryce W. Rhodes, Director,          /s/ Bryce W. Rhodes
                      President & CEO                     ----------------------


April 28, 2004        Arlo G. Sorensen, Director          /s/ Arlo G. Sorensen
                                                          ----------------------


                                       35
<PAGE>

                                  EXHIBIT INDEX

     Number                              Exhibit
     ------                              -------

       2.1         Agreement, dated July 8, 2003, among the Company, WEC
                   Acquisition, Inc. and Whittier Energy Company, incorporated
                   by reference to Exhibit 2.1 of Olympic Resources Ltd.'s
                   Quarterly Report, as amended, on Form 10-QSB/A for the
                   quarterly period ended May 31, 2003
       2.2         First Amendment to the Agreement dated August 28, 2003, among
                   the Company, WEC Acquisition, Inc. and Whittier Energy
                   Company, incorporated by reference to Exhibit 2.2 of the
                   Company's Form 8-K dated September 25, 2003
       2.3         Second Amendment to the Agreement dated September 9, 2003,
                   among the Company, WEC Acquisition, Inc. and Whittier Energy
                   Company, incorporated by reference to Exhibit 2.3 of the
                   Company's Form 8-K dated September 25, 2003
       2.4         Agreement and Plan of Merger, dated July 8, 2003, between WEC
                   Acquisition, Inc. and Whittier Energy Company, incorporated
                   by reference to Exhibit 2.2 of Olympic Resources Ltd.'s
                   Quarterly Report, as amended, on Form 10-QSB/A for the
                   quarterly period ended May 31, 2003
       2.5         First Amendment to the Agreement and Plan of Merger, dated
                   August 29, 2003, between WEC Acquisition, Inc. and Whittier
                   Energy Company, incorporated by reference to Exhibit 2.5 of
                   the Company's Form 8-K dated September 25, 2003
       2.6         Second Amendment to the Agreement and Plan of Merger, dated
                   September 9, 2003, between WEC Acquisition, Inc. and Whittier
                   Energy Company, incorporated by reference to Exhibit 2.6 of
                   the Company's Form 8-K dated September 25, 2003
       2.7         Plan and Agreement of Merger, dated December 17, 2003,
                   between Olympic Resources Ltd. and Whittier Energy
                   Corporation, incorporated by reference to Exhibit 2.7 of the
                   Company's Form 10-KSB for the year ended December 31, 2003
       3.1         Articles of Incorporation, dated November 13, 2003, for
                   Whittier Energy Corporation, incorporated by reference to
                   Exhibit 3.1 of the Company's Form 8-K dated January 2, 2004
       3.2         Corporate Bylaws, dated November 13, 2003, for Whittier
                   Energy Corporation, incorporated by reference to Exhibit 3.2
                   of the Company's Form 8-K dated January 2, 2004
       4.1         Registration Rights Agreement, dated September 9, 2003, by
                   and among Whittier Energy Company on behalf of its
                   shareholders and Olympic Resources Ltd. on behalf of certain
                   holders of the Company's warrants, options, or both,
                   incorporated by reference to Exhibit 4.1 of the Company's
                   Form 8-K dated September 25, 2003
       4.2         Warrant Agreement between Olympic Resources Ltd. and Daryl
                   Pollock, dated September 9, 2003, incorporated by reference
                   to Exhibit 4.2 of the Company's Form 8-K dated September 25,
                   2003
       4.3         Credit Agreement by and among Whittier Energy Company,
                   Whittier Operating, Inc. and Compass Bank dated July 17,
                   2002, incorporated by reference to Exhibit 4.3 of the
                   Company's Form 10-KSB for the year ended December 31, 2003
       4.4         First Amendment to Credit Agreement, dated July 17, 2002, by
                   and among Whittier Energy Company, Whittier Operating, Inc.
                   and Compass Bank dated March 10, 2003, incorporated by
                   reference to Exhibit 4.4 of the Company's Form 10-KSB for the
                   year ended December 31, 2003

                                       36
<PAGE>

     Number                              Exhibit
     ------                              -------

       4.5         Second Amendment to Credit Agreement, dated July 17, 2002, by
                   and among Whittier Energy Company, Whittier Operating, Inc.
                   and Compass Bank dated September 9, 2003, incorporated by
                   reference to Exhibit 4.5 of the Company's Form 10-KSB for the
                   year ended December 31, 2003
       4.6         Unlimited Guarantee by Olympic Resources Ltd. for the benefit
                   of Compass Bank dated September 26, 2003, incorporated by
                   reference to Exhibit 4.6 of the Company's Form 10-KSB for the
                   year ended December 31, 2003
       4.7         Stock Pledge Agreement between Olympic Resources Ltd. and
                   Compass Bank dated September 26, 2003, incorporated by
                   reference to Exhibit 4.7 of the Company's Form 10-KSB for the
                   year ended December 31, 2003
       4.8         Stock Pledge Agreement between Whittier Energy Company and
                   Compass Bank dated September 26, 2003, incorporated by
                   reference to Exhibit 4.8 of the Company's Form 10-KSB for the
                   year ended December 31, 2003
      10.1         Purchase and Sale Agreement between Cabot Oil & Gas
                   Corporation and Whittier Energy Company dated March 28, 2002,
                   incorporated by reference to Exhibit 10.1 of the Company's
                   Form 10-KSB for the year ended December 31, 2003
      10.2         Purchase and Sale Agreement by and between SUE-ANN Operating,
                   L.C. and Whittier Energy Company dated June 20, 2002,
                   incorporated by reference to Exhibit 10.2 of the Company's
                   Form 10-KSB for the year ended December 31, 2003
      10.3         Consulting Agreement between Olympic Resources Ltd. and Daryl
                   Pollock dated September 9, 2003, incorporated by reference to
                   Exhibit 10.3 of the Company's Form 10-KSB for the year ended
                   December 31, 2003
      10.4         Stock Option Plan dated effective August 21, 2002,
                   incorporated by reference to Olympic Resources Ltd.'s Form
                   10-KSB for the year ended February 28, 2003
      16.1         Notification letter dated November 24, 2003 from J.H. Cohn
                   LLP to the Securities and Exchange Commission regarding
                   change of certifying accountant for Olympic Resources Ltd.,
                   incorporated by reference to Exhibit 16 of the Company's Form
                   8-K/A dated November 24, 2003
      16.2         Notification letter dated May 6, 2003 from Davidson & Company
                   Chartered Accountants to the Securities and Exchange
                   Commission regarding change of certifying accountant for
                   Olympic Resources Ltd., incorporated by reference to Exhibit
                   16 of the Company's Form 10-KSB for the year ended February
                   28, 2003
       21          Subsidiaries of Whittier Energy Corporation, incorporated by
                   reference to Exhibit 21 of the Company's Form 10-KSB for the
                   year ended December 31, 2003
      23.1         Consent of Brown Armstrong Paulden McCown Starbuck & Keeter
                   Accountancy Corporation, incorporated by reference to Exhibit
                   23.1 of the Company's Form 10-KSB for the year ended December
                   31, 2003
      23.2         Consent of H.J. Gruy and Associates, Inc. , incorporated by
                   reference to Exhibit 23.2 of the Company's Form 10-KSB for
                   the year ended December 31, 2003
      31.1*        Certification of Chief Executive Officer, pursuant to Rule
                   13a-14(a) under the Securities Exchange Act
      31.2*        Certification of Chief Financial Officer, pursuant to Rule
                   13a-14(a) under the Securities Exchange Act
      32.1*        Certification of Chief Executive Officer and Chief Financial
                   Officer, pursuant to 18 U.S.C. Section 1350

         * Filed herein.

                                       37
<PAGE>






                              FINANCIAL STATEMENTS
                                      WITH
                          INDEPENDENT AUDITOR'S REPORT


                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                      FOR

                          WHITTIER ENERGY CORPORATION


<PAGE>



                           WHITTIER ENERGY CORPORATION



                        CONSOLIDATED FINANCIAL STATEMENTS




                                TABLE OF CONTENTS



                                                                           Page
                                                                           ----


Independent Auditor's Report...............................................  F-1


Consolidated Financial Statements
---------------------------------

Consolidated Balance Sheets................................................  F-2

Consolidated Statements of Operations......................................  F-4

Consolidated Statements of Cash Flows......................................  F-6

Consolidated Statement of Changes in Stockholders' Equity..................  F-8

Notes to Consolidated Financial Statements.................................  F-9

Supplemental Information - Disclosures About
     Oil and Gas Producing Activities - Unaudited.......................... F-28





<PAGE>





                          INDEPENDENT AUDITOR'S REPORT


The Board of Directors
Whittier Energy Corporation
Houston, Texas


We have audited the accompanying consolidated balance sheets of Whittier Energy
Corporation and its subsidiaries as of December 31, 2003, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
the year then ended. We have also audited the balance sheet of Whittier Energy
Corporation and its subsidiary as of December 31, 2002, and the related
statements of operations, shareholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the 2003 consolidated financial statements referred to above
present fairly in all material respects the financial position of Whittier
Energy Corporation and its subsidiaries at December 31, 2003, and the results of
its operations and cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States of America. Also,
in our opinion, the 2002 financial statements present fairly, in all material
respects, the financial position of Whittier Energy Corporation and its
subsidiary as of December 31, 2002, and the results of operations and its cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States of America.

As discussed in Note 1 to the financial statements, the Company adopted
Statement of Financial Accounting Standards No. 143, Accounting for Asset
Retirement Obligations, as of January 1, 2003.


                                  /s/ BROWN ARMSTRONG PAULDEN
                                      McCOWN STARBUCK & KEETER
                                      ACCOUNTANCY CORPORATION
                                      -----------------------
                                      BROWN ARMSTRONG PAULDEN
                                      McCOWN STARBUCK & KEETER
                                      ACCOUNTANCY CORPORATION



Bakersfield, California
March 5, 2003

                                      F-1
<PAGE>

                           WHITTIER ENERGY CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)





                                                              As of December 31,
                                                               2003        2002
                                                             -------     -------

Assets
Current assets:
   Cash and cash equivalents                                 $ 1,037     $   302
   Accounts receivable                                         1,199         631
   Income tax receivable (Note 5)                                 38         246
   Prepaid assets                                                 76        --
                                                             -------     -------

Total current assets                                           2,350       1,179

Restricted cash and cash equivalents                            --            25
Deferred income tax assets (Note 5)                              883         661
Investments in partnerships (Note 3)                             240       1,035
Investments in marketable securities (Note 2)                    775         598
Oil and gas properties (successful efforts method),
     furniture and equipment, net (Note 4)                    10,369       7,724
                                                             -------     -------

Total assets                                                 $14,617     $11,222
                                                             =======     =======



                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                           WHITTIER ENERGY CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)


                                                                 As of December 31,
                                                                  2003       2002
                                                                 -------    -------
<S>                                                              <C>        <C>
Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                                              $ 1,304    $   393
   Taxes payable                                                      19         16
   Note payable, current portion (Note 6)                            560       --
                                                                 -------    -------
Total current liabilities                                          1,883        409

Deferred income tax liability (Note 5)                             1,513      1,260
Note payable  (Note 6)                                             3,945      3,550
Asset retirement obligation                                           69       --
Commodity price hedging contracts (Note 10)                          574        434
                                                                 -------    -------
Total liabilities                                                  7,984      5,653

Stockholders' equity (Note 7):
Common stock, no par value, 100,000,000 shares authorized
   and 10,046,296 shares issued and outstanding as of
   December 31, 2003  and December 31, 2002, respectively             10         10
Additional paid-in capital                                         2,694      1,412
Accumulated other comprehensive loss, unrealized loss
   on marketable securities, net of taxes of $270,882 and
   $321,782, for the periods ended December 31, 2003,
   and December 31, 2002, respectively (Note 2)                     (503)      (598)
Accumulated other comprehensive loss, hedging contracts,
   net of taxes of $200,912 and $151,948 for the periods ended
   December 31, 2003 and December 31, 2002, respectively
   (Note 10)                                                        (373)      (282)
Retained earnings                                                  4,805      5,027
                                                                 -------    -------
Total stockholders' equity                                         6,633      5,569
                                                                 -------    -------

Total liabilities and stockholders' equity                       $14,617    $11,222
                                                                 =======    =======

See accompanying notes.

                                      F-3
<PAGE>

                           WHITTIER ENERGY CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (In Thousands, Except Share Data)


                                                          Year Ended December 31,
                                                             2003         2002
                                                           -------      -------

Oil and gas revenues                                       $ 6,154      $ 3,641


Costs and expenses:
    Lease operating expenses                                 2,117        1,632
    Production taxes                                           642          366
    Depreciation, depletion, and amortization                1,368          828
    Impairment of oil and gas properties                       156          247
    General and administrative expenses                      1,316          590
                                                           -------      -------

Total costs and expenses                                     5,599        3,663
                                                           -------      -------

Income from operations                                         555          (22)

Other income/(expense):
   Interest and dividend income                                  3           59
   Interest expense                                           (204)        (160)
   Gain from property sales                                     24          873
   Partnership income                                           19            5
   Impairment of partnership investments                      (733)        --
                                                           -------      -------

Other income/(expense)                                        (891)         777
                                                           -------      -------

Income/(loss) before income taxes and
     cumulative effect of change in
     accounting principle                                     (336)         755
Provision for income tax benefit/(provision)                   120         (264)
                                                           -------      -------
Income/(loss) before cumulative effect
     of change in accounting principle                        (216)         491
Cumulative effect of change in accounting
     principle                                                  (6)        --
                                                           -------      -------
Net income/(loss)                                          $  (222)     $   491
                                                           =======      =======

                                      F-4
<PAGE>

                           WHITTIER ENERGY CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (In Thousands, Except Share Data)


                                                       Year Ended December 31,
                                                         2003            2002
                                                     -----------     -----------

Basic and dilutive earnings per share:
Income/(loss) per share before cumulative
    effect of change in accounting principle         $     (0.02)    $      0.05
Cumulative effect of change in
    accounting principle                                    --              --
                                                     -----------     -----------
Net income/(loss) per share                          $     (0.02)    $      0.05
                                                     ===========     ===========

Weighted average number of shares
   outstanding (basic and dilutive)                   10,046,296      10,046,296
                                                     ===========     ===========

Basic shares outstanding                              10,046,296      10,046,296
Dilutive securities outstanding:
   Stock options and warrants                               --              --
                                                     -----------     -----------
Diluted shares outstanding, assuming
   conversion of dilutive securities                  10,046,296      10,046,296
                                                     ===========     ===========

See accompanying notes.

                                      F-5
<PAGE>

                           WHITTIER ENERGY CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

                                                           Year Ended December 31,
                                                               2003       2002
                                                             -------    -------
Cash flows from operating activities
Net income/(loss)                                            $  (222)   $   491

Adjustments to reconcile net income/(loss) to
   net cash used in operating activities:
     Depreciation, depletion, and amortization                 1,368        828
     Deferred income taxes                                        30        567
     Gain on the sale of oil and gas properties                  (24)      (873)
     Impairment of oil and gas properties                        156        247
     Partnership income                                          (19)        (5)
     Impairment of partnership investments                       733       --
     Cumulative effect of change in accounting principal           6       --
     (Increase)/decrease in restricted cash                       25        (25)
     (Increase)/decrease in accounts receivable                 (568)      (385)
     (Increase)/decrease in prepaids and other
        receivables                                              132       (176)
     Increase/(decrease) in accounts payable                     911        244
     Increase/(decrease) in taxes payable                          3          5
     Net current liabilities acquired in acquisition
        of Olympic Resources Ltd.                               (359)      --
                                                             -------    -------
Net cash provided from operating activities                    2,172        918
                                                             -------    -------

Cash flows from investing activities
Investment in oil and gas properties                          (3,299)    (6,673)
Proceeds from sale of oil and gas properties                      30      1,511
Investments in partnerships                                     (141)      (286)
Distributions from partnerships                                  222        140
Repayment on note receivable                                    --        1,160
Investment in marketable securities                             --         (902)
Proceeds from the sale of marketable securities                   31       --
                                                             -------    -------
Net cash used in investing activities                         (3,157)    (5,050)
                                                             -------    -------

Cash flows from financing activities
Cash acquired in merger with Olympic                             765       --
Loan payments                                                   (205)    (2,768)
Proceeds from loans                                            1,160      6,318
                                                             -------    -------
Net cash provided from financing activities                    1,720      3,550
                                                             -------    -------

                                      F-6
<PAGE>

                           WHITTIER ENERGY CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)


                                                             Year Ended December 31,
                                                                  2003     2002
                                                                 -----     ----

Net increase (decrease) in cash and cash equivalents               735     (582)
                                                                 =====     ====

Cash and cash equivalents at beginning of period                   302      884
                                                                 =====     ====

Cash and cash equivalents at end of period                       1,037      302
                                                                 =====     ====

Supplemental cash flow disclosure
       Interest paid                                               204      160
                                                                 =====     ====
        Income taxes paid                                         --       --
                                                                 =====     ====

Supplemental schedule of non-cash
   investing and financing activities
       Marketable securities received as repayment of
          note receivable                                         --        902
                                                                 =====     ====
       Book value of oil and gas properties exchanged             --        334
                                                                 =====     ====
       Unrealized (gain)/loss on marketable securities             (95)     428
                                                                 =====     ====
       Unrealized (gain)/loss on hedge contracts                    91      282
                                                                 =====     ====

See accompanying notes

                                      F-7
<PAGE>

                                                  WHITTIER ENERGY CORPORATION
                                   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                         (In Thousands)


                                        Common Stock                                                  Accumulated
                                  ------------------------   Series A                                    Other
                                     Shares                  Preferred      Paid in       Retained   Comprehensive
                                  Outstanding     Amount       Stock        Capital       Earnings    Income (Loss)    Total
                                   ----------   ----------   ----------    ----------    ----------    ----------    ----------
Balance at December 31, 2001       10,046,296           10         --           1,412         4,536          (170)        5,788
Unrealized holding loss
  on available for sale
  marketable securities, net of
  deferred taxes                         --           --           --            --            --            (428)         (428)
Unrealized loss on fair value
  of hedging contracts, net
  of deferred taxes                      --           --           --            --            --            (282)         (282)
Net income                               --           --           --            --             491          --             491
                                   ----------   ----------   ----------    ----------    ----------    ----------    ----------
Balance at December 31, 2002       10,046,296           10         --           1,412         5,027          (880)        5,569

Unrealized holding gain
  on available for sale
  marketable securities, net of
  deferred taxes                         --           --           --           --            --              95            95
Unrealized loss on fair value
  of hedging contracts, net
  of deferred taxes                      --           --           --            --            --             (91)          (91)

Paid-in-capital from the
  acquisition of Olympic
  Resources Ltd.                         --           --           --           1,282          --            --           1,282

Issuance of Series A Preferred
  Stock                                  --           --             83          --            --            --              83

Conversion of Series A Preferred
  Stock                                  --           --            (83)         --            --            --             (83)

Net income                               --           --           --            --            (222)         --            (222)
                                   ----------   ----------   ----------    ----------    ----------    ----------    ----------
Balance at December 31, 2003       10,046,296           10         --           2,694         4,805          (876)        6,633
                                   ==========   ==========   ==========    ==========    ==========    ==========    ==========


See accompanying notes

                                                             F-8
</TABLE>
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Whittier Energy Corporation, formerly Olympic Resources Ltd, a Nevada
corporation ("Whittier"), is an independent oil and gas exploration and
production company engaged in the acquisition, exploration and development of
oil and gas properties in the continental United States. As of December 31,
2003, Whittier had three wholly owned subsidiaries, including Whittier Energy
Company ("Whittier Energy"), a Nevada corporation, Whittier Operating, Inc.
("Whittier Operating"), a Texas Corporation, and Olympic Resources (Arizona)
Ltd. ("Olympic Arizona"), an Arizona corporation. Whittier Operating is a direct
subsidiary of Whittier Energy. References to the "Company" refer to Whittier and
its subsidiaries as of December 31, 2003.

Whittier was originally incorporated in the Province of British Columbia,
Canada, in 1986, under the name Global Data Systems Corp., a Canadian
corporation. Global Data Systems was later renamed Comtron Enterprises Inc. in
November 1989. In October 1993, Comtron Enterprises changed its name to Olympic
Resources Ltd. ("Olympic").

In January 2003, Olympic re-incorporated into the State of Wyoming from the
Province of British Columbia, as the Company's principal activities were carried
on in the U.S. and re-incorporation as a U.S. company would provide various U.S.
tax benefits in the event Olympic was to enter into a future business
combination or merger with another U.S. corporation. No such reorganization was
proposed at the time of the re-incorporation, however.

On September 10, 2003, Olympic's wholly owned subsidiary, WEC Acquisition, Inc.
("WEC"), a Wyoming corporation, merged into Whittier Energy, triggering a change
in control of the Company (the "Merger"). WEC was formed by Olympic during the
quarter ended September 30, 2003, solely for the Merger, whereby WEC merged with
and into Whittier Energy with Whittier Energy surviving the Merger to become the
wholly owned subsidiary of the Company. In exchange for their Whittier Energy
common stock, the Whittier Energy shareholders received shares of the Company's
voting common stock and Series A Convertible Preferred Stock ("Series A
Preferred Stock"). The Merger is more fully discussed in Note 12.

As part of the corporate restructuring of the Company, in December 2003 the
Company's stockholders approved a one-for-ten reverse stock split of the
Company's common stock and the merger of Olympic into a newly formed, wholly
owned subsidiary, "Whittier Energy Corporation," a Nevada corporation. On
December 31, 2003, Olympic affected the one-for-ten reverse split of its common
stock and consummated the merger of Olympic with and into Whittier Energy
Corporation. As a result of the reverse split, the Company's Series A Preferred
Stock automatically converted into shares of the Company's split-adjusted common
stock. Whittier Energy's former shareholders now own approximately 85% of the
Company's outstanding voting common stock. See Note 7.

This summary of significant accounting policies of the Company are presented to
assist in understanding its financial statements. The financial statements and
notes are representations of the Company's management, which is responsible for
their integrity and objectivity. These accounting policies conform to accounting
principles generally accepted in the United States and have been consistently
applied in the preparation of the financial statements.

Nature of Operations and Organization
-------------------------------------

The Company's assets consist primarily of operated and non-operated working
interests, royalty interests, partnership interests, and mineral acreage in nine
states. In March 2002, Whittier Energy formed Whittier Operating to manage the
Company's operated oil and gas properties, including two oil and gas properties
acquired by Whittier Energy during 2002 and two additional operated properties
acquired in the first quarter and fourth quarter of 2003, respectively.

                                      F-9
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Principles of Consolidation and Combination
-------------------------------------------

Although the Company was the legal acquirer of Whittier Energy and continues as
a publicly traded entity, Whittier Energy was the acquirer for accounting
purposes. As a result, the Company has conformed to Whittier Energy's accounting
methods on a prospective basis, including the use of a calendar year-end and
reporting its oil and gas activities using the successful efforts method of
accounting. For SEC reporting purposes, the Company presents Whittier Energy's
historical financial statements up to the effective date of the Merger and
combined financial results thereafter. Accordingly, the consolidated financial
statements for the year ended December 31, 2003 include the financial results of
Whittier and Olympic Arizona, from the effective date of the Merger through
December 31, 2003, as well as the accounts of Whittier Energy and Whittier
Operating for the entire calendar year 2003. The Company's consolidated
financial statements for the year ended December 31, 2002 only include the
accounts of Whittier Energy and Whittier Operating. All material intercompany
transactions have been eliminated.

The Company accounts for its investments in oil and gas partnerships and joint
ventures using the proportionate consolidation method, whereby our proportionate
share of each entity's assets, liabilities, revenues, and expenses are included
in the appropriate classification in the consolidated financial statements.
Investment interests in partnerships less than 20%, where the Company has
limited liability and no significant influence over the investee, are accounted
for using the cost method, whereby the investment is recorded at the lower of
cost or fair market value and cash distributions are treated as return of
capital and are only recognized in income when cumulative distributions exceed
the Company's cost basis in the investment.

Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------

The preparation of these financial statements requires the use of estimates by
management in determining the Company's assets, liabilities, revenues and
expenses. Actual results could differ from those estimates. Material estimates
that are particularly susceptible to significant change relate to the estimate
of the Company's proved oil and gas reserves prepared by an independent
engineering consultant. Such estimates are subject to various uncertainties
inherent in the estimation of quantities of proved reserves. Estimated reserves
are used in the calculation of depletion, depreciation and amortization as well
as the Company's assessment of proved oil and gas properties for impairment.

Cash and Cash Equivalents
-------------------------

Cash equivalents include cash on hand and on deposit, and highly liquid debt
instruments with original maturities of three months or less. The Company
classified amounts as restricted cash as of December 31, 2002 to provide a bond
to the State of Louisiana for oil and gas properties held by the Company within
Louisiana. The bond was later collateralized using the Company's excess
borrowing base under its existing credit agreement, and the cash bond was
refunded to the Company.

Accounts Receivable
-------------------

The Company considers accounts receivable to be fully collectible; accordingly,
no allowance for doubtful accounts is required. If amounts become uncollectible,
they will be charged to operations when that determination is made.

Marketable Securities
---------------------

The Company classifies its investments in marketable securities as available for
sale. Such investments are carried in the financial statements at fair value.
Realized gains and losses, determined using the first-in, first-out (FIFO)
method, are included in earnings, and unrealized holding gains and losses are
excluded from net income and reported in other comprehensive income (loss). The
Company periodically reviews its investments in marketable securities to
determine if a permanent impairment exists, recognizing any resulting permanent
impairment in earnings in the period such a determination is made.

                                      F-10
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Oil and Gas Property and Equipment (Successful Efforts)
-------------------------------------------------------

Oil and gas properties are accounted for using the successful efforts method.
Under this method, exploration costs (drilling costs of unsuccessful exploration
wells, geological and geophysical costs, and non-producing leasehold
amortization and delay rentals) are charged to expense when incurred. Costs to
develop producing properties, including drilling costs and applicable leasehold
acquisition costs, are capitalized. Costs to drill exploratory wells that result
in additions to reserves are also capitalized.

Depreciation, depletion and amortization of producing properties, including
depreciation of well and support equipment and amortization of related lease
costs, are determined by using a unit-of-production method based upon estimated
proved reserves. Acquisition costs of unproved properties are carried at cost
until exploration activities commence.

The Financial Accounting Standards Board ("FASB"), in accordance with Statement
of Financial Accounting Standards ("SFAS") No. 144, " Accounting for the
Impairment or Disposal of Long-Lived Assets," requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable." The provisions of
SFAS 144 are applicable to proved properties and costs of wells and related
equipment. Periodically, if there is a large decrease in oil and gas reserves or
production on a property, or if a dry hole is drilled on or near one of its
properties, the Company will review the properties for impairment. SFAS 144 also
established guidelines for determining recoverability based on future net cash
flows from the use of the asset and for the measurement of the impairment loss.
Impairment loss under SFAS 144 is calculated as the difference between the
carrying amount of the asset and its fair value. If the carrying amount exceeds
the discounted future net revenues, an impairment is recognized equal to the
difference between the carrying value and the discounted estimated future net
revenues of that property, which closely reflects fair market value. Any
impairment loss is recorded in the current period in which the recognition
criteria are first applied and met.

Under the successful efforts method of accounting for oil and gas properties,
the Company periodically assesses its proved properties for impairments by
comparing the aggregate net book value of its proved properties with their
aggregate undiscounted future net cash flows. The Company performs a periodic
review for impairment of proved properties on a field by field basis.
Unamortized capital costs are measured on a field basis and are reduced to fair
value if it is determined that the sum of expected undiscounted future net cash
flows is less than the net book value. The Company determines if an impairment
has occurred through either adverse changes or as a result of its periodic
review for impairment. Impairment is measured on discounted cash flows utilizing
a discount rate appropriate for risks associated with the related properties or
based on fair market values.

Sales of proved and unproved oil and gas properties are recognized in income as
gain or loss on property sales, equal to the difference between the proceeds
received less the net remaining book basis of the properties transferred. The
Company determines net book basis as the difference between the gross cost basis
of the property less accumulated depletion, depreciation and amortization
through the date of sale.

Equipment and Fixtures
----------------------

Equipment and fixtures are stated at cost and depreciated over the estimated
useful lives of the assets, which range from three to seven years, using the
straight-line method. When assets are sold or retired, the cost and related
accumulated depreciation are removed from the accounts and any resulting gains
or losses are included in income.

Maintenance and repairs, which neither materially add to the value of the
property nor appreciably prolong its life, are charged to expense as incurred.
Gains or losses on the dispositions of property and equipment, other than oil
and gas, are reflected in the Company's results from operations.

                                      F-11
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Deferred Income Taxes
---------------------

Under SFAS No. 109, "Accounting for Income Taxes," deferred taxes are determined
based on the estimated future tax effects of differences between the financial
statement and tax basis of assets and liabilities, given the provision of the
applicable tax laws in effect at that time. Deferred taxes are reduced by a
valuation allowance for the amount of any deferred tax benefit the Company does
not expect to be realized. See "Note 5 - Income Taxes."

Revenue Recognition
-------------------

Crude oil and natural gas revenues are recognized after production takes place,
when the sale is completed and the risk of loss transfers to a third party
purchaser. The Company utilizes the entitlement method to account for its
revenues from sales of its oil and gas production. The Company does not have any
significant gas imbalances relating to its oil and gas properties. Undistributed
oil and gas revenues due to third parties from the properties the Company
operates are included in current accounts payable on the Company's balance
sheet.

Management of Commodity Price Risk
----------------------------------

The Company from time to time enters into commodity price hedging contracts with
respect to its oil and gas production to achieve a more predictable cash flow,
as well as reduce its exposure to price volatility. The Company accounts for its
hedging contracts in accordance with SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities."

SFAS 133, as amended, establishes accounting and reporting standards requiring
that every derivative instrument (including certain derivative instruments
embedded in other contracts) be recorded in the balance sheet as either an asset
or liability measured at its fair value regardless of the purpose or intent for
holding the instrument. The statement requires that changes in the derivative's
fair value be recognized currently in earnings unless specific hedge criteria
are met. Special accounting for qualifying hedges allows a derivative's gains
and losses to offset related results on the hedged item in the income statement,
and requires that a company must formally document, designate and assess the
effectiveness of transactions that receive hedge accounting. Based on the nature
of the Company's derivative instruments currently outstanding and the historical
volatility of oil and gas commodity prices, the Company expects that SFAS 133
could increase volatility in the Company's earnings and other comprehensive
income for future periods. SFAS 133 provides that the effective portion of the
gain or loss on a derivative instrument designated and qualifying as a cash flow
hedge be reported as a component of other comprehensive income, net of deferred
taxes. The effective gain or loss will be reclassified from other comprehensive
income into earnings in the period in which the sales of the applicable oil and
gas production the hedge relates to are recognized in the Company's income
statement.

The Company accounts for its derivatives as cash flow hedging instruments, and
recognizes gains or losses on settlement of its hedging instruments in oil and
gas revenues, and changes in their fair value as a component of other
comprehensive income, net of deferred taxes. The Company considers the
ineffective portion of its hedging instruments to be immaterial. The Company
recognized pre-tax losses in oil and gas revenues of $703,252 and $109,079, for
the periods ended December 31, 2003 and December 31, 2002, respectively, due to
realized settlements of its price hedge contracts during the respective periods.
The Company recorded unrealized losses of $373,128, net of deferred taxes of
$200,912, for the year ended December 31, 2003, of which $317,762, net of
deferred taxes of $171,103, is expected to be reclassified into earnings during
2004. Comparatively, the Company recorded unrealized losses of $282,190, net of
deferred taxes of $151,948, for the year ended December 31, 2002.

                                      F-12
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Earnings (Loss) per Common Share
--------------------------------

Basic earnings/(loss) per common share is calculated by dividing net income or
loss by the aggregate number of shares outstanding during the period. Diluted
earnings/(loss) per share considers the dilutive effect of the average number of
common stock equivalents, consisting of the Company's common stock options and
warrants, that were outstanding during the period. Diluted loss per share is not
presented as none of the Company's outstanding options or warrants were "in the
money" as of December 31, 2003 and would have been anti-dilutive in any event
due to the Company's net loss for the current period. Common stock and common
stock equivalents outstanding for the year ended December 31, 2002 reflect the
Company's common stock outstanding as of the date of the Merger. Whittier Energy
did not have any common stock equivalents outstanding as of December 31, 2002
and all stock options and warrants acquired from the Company as part of the
Merger are reflected on a prospective basis from the date of the Merger.

All share amounts for the periods ended December 31, 2003 and December 31, 2002,
respectively, have been adjusted to reflect the Company's one-for-ten reverse
stock split and conversion of its Series A Preferred Stock on December 31, 2003.
See Note 7.

Accounting for Stock Based Compensation
---------------------------------------

The Company accounts for stock based compensation using the intrinsic value
method under APB 25 "Accounting for Stock Issued to Employees." SFAS 123
requires that pro forma information regarding net income and earnings per share
be determined as if the Company had accounted for its employee stock options
under the fair value method as defined in SFAS 123. We estimate the fair value
for options issued during the period, if any, as of the date of grant using the
Black-Scholes option pricing model by using weighted average assumptions,
volatility factors of the expected market price of the Company's common stock,
and the weighted average life expectancy of the options. The Company did not
issue any options during 2003 and did not have any options outstanding as of
December 31, 2002. The Company acquired 187,500 options previously issued by
Olympic as part of the Merger, all of which were fully vested as of the date of
the Merger. Therefore, the Company has no reconcilable difference between net
income (loss) determined using APB 25 versus pro-forma results calculated under
SFAS 123 for the years ended December 31, 2003 and 2002, respectively.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation, an Amendment of SFAS No. 123 ("SFAS 123") in an effort to
encourage the recognition of compensation expense for the issuance of stock
options. The Company has elected to continue accounting for stock-based
compensation under APB Opinion No. 25 and disclose pro forma net income and
earnings per share, as if the fair value based method of accounting defined in
Statement 123 and 148 had been applied.

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the option's vesting period. The Company's pro
forma information, in thousands, is as follows:

                                                       Year Ended December 31,
                                                           2003        2002
                                                          -----       -----

     Net income/(loss) under APB 25                       $(222)      $ 491

     Effect of SFAS 123                                    --          --
                                                          -----       -----

     Pro forma net loss                                   $(222)      $ 491
                                                          =====       =====

     Pro forma basic and diluted earnings per share       $(.02)      $ .05
                                                          =====       =====

                                      F-13
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Prior Year Reclassifications
----------------------------

Certain prior year amounts have been reclassified to conform with the current
year presentation, including reclassification of certain lease operating
expenses as general and administrative expenses to reflect inter-company
allocations for overhead charges related to the Company's operated properties.
Such reclassifications had no effect on the Company's operating income, net
income or shareholders' equity.

New Accounting Standards
------------------------

In June 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations." The Statement requires entities to record the fair value of a
liability for legal obligations associated with the retirement obligations of
tangible long-lived assets in the period in which it is incurred. When the
liability is initially recorded, the entity increases the carrying amount of the
related long-lived asset. Over time, accretion of the liability is recognized
each period, and the capitalized cost is depreciated over the useful life of the
related asset. Upon settlement of the liability, an entity either settles the
obligation for its recorded amount or incurs a gain or loss upon settlement.
SFAS 143 is effective for fiscal years beginning after June 15, 2002. The
Company adopted SFAS 143 for the calendar year beginning January 1, 2003. As a
result of the adoption, the Company recorded an asset retirement obligation of
approximately $35,546, an increase to oil and gas properties of $32,156 and a
non-cash charge of $6,361, which was recorded as a Cumulative Effect of Change
in Accounting Principle at January 1, 2003. During the year ended December 31,
2003 the Company accrued an additional abandonment obligation of $33,152,
consisting of a $28,012 increase to oil and gas properties and $5,140 in
accretion expense. The pro-forma effect of the Company's adoption of SFAS 143 as
of December 31, 2002 was insignificant to the Company's financial results and
has not been presented.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections".
SFAS 145, which is effective for fiscal years beginning after May 15, 2002,
provides guidance for income statement classification of gains and losses on
extinguishment of debt and accounting for certain lease modifications that have
economic effects that are similar to sale-leaseback transactions. The adoption
of this statement did not impact the Company's financial position, results of
operations, or cash flows.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS 146 nullifies the guidance of the
Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a
liability for a cost that is associated with an exit or disposal activity be
recognized when the liability is incurred. SFAS 146 also establishes that fair
value is the objective for the initial measurement of the liability. The
provisions of SFAS 146 are required for exit or disposal activities that are
initiated after December 31, 2002. The adoption of this statement did not impact
the Company's financial position, results of operations, or cash flows.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS 149 amends SFAS No.133,
"Accounting for Derivative Instruments and hedging Activities." SFAS 149
requires that contracts with comparable characteristics be accounted for
similarly. In addition, SFAS 149 also clarifies under what circumstances a
contract with an initial net investment meets the characteristic of a derivative
and clarifies when a derivative contains a financing component. This statement
became effective for contracts entered into or modified after June 30, 2003. The
adoption of this statement did not impact the Company's financial position,
results of operations, or cash flows.

                                      F-14
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In January 2003, the FASB issued Interpretation 46 "Consolidation of Variable
Interest Entities, an Interpretation of Accounting Research Bulletin No. 51"
("FIN 46") (revised December 2003). FIN 46 will significantly change whether
certain variable interest entities ("VIEs") are consolidated with their
sponsors, transferors, or investors. FIN 46 introduces a new variable interest
consolidation model, which determines control (and consolidation) based on
potential variability in gains and losses of the entity being evaluated for
consolidation. These provisions apply immediately to variable interests in VIEs
created after January 15, 2003 and are effective for periods ending after
December 15, 2003 for VIEs in which the Company holds a variable interest that
it acquired prior to February 1, 2003. The Company does not believe it has any
ownership interests in applicable VIEs and, therefore, application of the
Interpretation will not have any material impact on the Company's financial
statements.

In May 2003, the FASB issued SFAS 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This statement
sets standards for classifying and measuring certain financial instruments with
characteristics of both liabilities and equity. This statement was effective for
financial instruments entered into after May 31, 2003. The adoption of SFAS 150
had no effect on the Company's financial statements.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations," which
requires that all business combinations after June 30, 2001 be accounted for
using the purchase method of accounting and that intangible assets be reported
separately from goodwill. The FASB also issued SFAS No. 142, "Goodwill and
Intangible Assets," established that goodwill and other indefinite lived
intangible assets should be reviewed annually for impairment and not amortized
ratably over a given time period. An issue has arisen regarding the application
of SFAS 141 and SFAS 142 to the upstream oil and gas industry, among other
extractive industries, whether acquisition costs relating to underlying oil and
gas reserves should be reclassified as "intangible costs" other than capitalized
oil and gas property costs. Historically, the Company has capitalized the
purchase price of underlying mineral rights to oil and gas properties and
recovered their costs in accordance with the successful efforts method of
accounting for oil and gas property costs described in Note 1 above. The
Emerging Issues Task Force ("EITF") has decided to review this issue. If the
provisions of SFAS 142 are determined to be applicable, reclassification of
certain of the Company's oil and gas property costs may be required as well as
additional disclosures under SFAS 142. The Company has not determined the amount
of the potential reclassification as of December 31, 2003. The Company does not
believe that the provisions of SFAS 142, if determined to be applicable, will
have a material impact on its results of operations or financial condition, as
the reclassified intangible assets would continue to depleted and evaluated for
impairment in the same manner as is currently being applied using the success
efforts method of accounting.


                                      F-15
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - MARKETABLE SECURITIES

The Company's investments in marketable securities are classified as
"available-for-sale" in accordance with SFAS 115, "Accounting for Certain
Investments in Debt and Equity Securities." As a result, these investments are
carried at fair market value. Unrealized gains and losses are excluded from net
income and reported in a separate component of stockholder's equity as
cumulative other comprehensive income (loss).

The carrying amount and estimated market value of the investments as of December
31, 2003 and December 31, 2002 are as follows:

                                                        As of December 31, 2003
                                                          Cost        Fair Value
                                                       ----------     ----------

Chaparral Resources, Inc., 543,850 Shares              $1,189,326     $  549,288

PYR Energy, Inc., 173,625 Shares
                                                          327,723        168,416

Vangold Resources, Inc., 100,000 Shares                    31,765         57,160
                                                       ----------     ----------

Total                                                  $1,548,814     $  774,864
                                                       ==========     ==========


                                                        As of December 31, 2002
                                                          Cost        Fair Value
                                                       ----------     ----------

Chaparral Resources, Inc., 543,850 Shares              $1,189,326     $  543,850

PYR Energy, Inc. 173,625 Shares                           327,723         53,823
                                                       ----------     ----------

Total                                                  $1,517,049        597,673
                                                       ==========     ==========


As of December 31, 2003, the Company held 543,850 shares of Chaparral Resources,
Inc. ("Chaparral"), with a fair value of $549,288, 173,625 shares of PYR Energy,
Inc. ("PYR"), with a fair market value of $168,416, and 100,000 shares of
Vangold Resources Ltd., (formerly Paccom Ventures, Inc.), with a fair market
value of $57,160. The Company recorded an unrealized loss as a component of
other comprehensive income (loss) of $503,068, net of deferred tax of $270,882,
as of December 31, 2003. The Company recorded an unrealized loss of $597,594,
net of deferred taxes of $321,782 for the period ended December 31, 2002 in
other comprehensive income (loss).

The Company will recognize any unrealized gain or loss on its marketable
securities when the securities are sold or the Company determines that a
permanent impairment has occurred. The Company has classified the unrealized
losses in Chaparral and PYR as temporary in nature, as both companies are
publicly traded and their historical trading activity has been somewhat
volatile, providing an expectation that the Company may be able to recover its
original investment.

The Company is also subject to certain trading restrictions for both Chaparral
and PYR due to SEC regulations regarding stock traded by affiliates of public
companies, which may limit or prohibit the Company's ability to dispose of
either investment in the future. The Company's President and Chief Executive
Officer, Mr. Bryce Rhodes, currently serves as an independent director on PYR's
board of directors, which classifies Mr. Rhodes as an insider of the company.
Additionally, the Company is considered an indirect affiliate of Chaparral
through stock held by Whittier Ventures, LLC, an affiliate of the Company.

                                      F-16
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3 - INVESTMENTS IN PARTNERSHIPS

The original cost basis, cumulative distributions and book value of the
Company's partnership investments as of December 31, 2003, and December 31,
2002, were as follows:
<TABLE>
<CAPTION>

                                                                      Investment     Cumulative    December 31, 2003
                                                                      Cost Basis     Distributions   Net Book Value
                                                                      ----------     -------------   --------------

<S>                                                                   <C>             <C>              <C>
KAB Acquisition L.P. - II, 8.0% Limited Partnership Interest          $  150,000      $ (198,781)      $     --
KAB Acquisition L.P. - III, 6.4286% Limited Partnership Interest         150,000        (150,258)            --
KAB Acquisition L.L.L.P. - IV, 7.2% Limited Partnership Interest         150,000        (165,735)            --
KAB Acquisition L.L.L.P. - V, 7.5% Limited Partnership Interest          150,000        (108,860)          41,140
KAB Acquisition L.L.L.P. - VI, 2.1825% Limited Partnership Interest      150,000         (20,085)         129,915
Avalanche Royalty Partners LLC, 8.925% Membership Interest               341,000        (338,027)           2,973
Rincon Energy Partners, LLC, 10% Membership Interest                      66,000            --             66,000
                                                                      ----------      ----------       ----------

Total                                                                 $1,157,000      $ (981,746)      $  240,028
                                                                      ==========      ==========       ==========


                                                                      Investment     Cumulative    December 31, 2002
                                                                      Cost Basis     Distributions   Net Book Value
                                                                      ----------     -------------   --------------

KAB Acquisition L.P. - II, 8.0% Limited Partnership Interest          $  150,000      $ (195,205)      $     --
KAB Acquisition L.P. - III, 6.4286% Limited Partnership Interest         150,000        (126,552)          23,448
KAB Acquisition L.L.L.P. - IV, 7.2% Limited Partnership Interest         150,000        (116,624)          33,376
KAB Acquisition L.L.L.P. - V, 7.5% Limited Partnership Interest          150,000         (70,498)          79,502
KAB Acquisition L.L.L.P. - VI, 2.1825% Limited Partnership Interest       75,000          (2,169)          72,831
Avalanche Royalty Partners LLC, 8.925% Membership Interest               341,000        (253,670)          87,330
Odin Spirit Partnership, Ltd., 3.7406% Class B Limited                   504,108            --            504,108
Odin Neptune Partnership 1997, Ltd., 1.3107% Class B Limited             234,813            --            234,813
                                                                      ----------      ----------       ----------

Total                                                                 $1,754,921      $ (764,718)      $1,035,408
                                                                      ==========      ==========       ==========
</TABLE>

The Company records its book value in partnership investments at the lower of
cost or fair market value, less cumulative cash distributions from each
investment. Cash distributions in excess of basis are recorded as partnership
income and any impairment of partnership investment is recorded as a charge to
income. The Company periodically reviews its partnership investments for
impairment by comparing each investment's book value against its fair value.
Management uses its best efforts to estimate fair value in its partnership
investments, based on the historical and expected future performance of each
investment, as well as consideration of any significant events affecting the
underlying assets of each partnership, which may limit the Company's ability to
recover its investment. Any resulting impairment is recorded in earnings in the
period the Company determines that an impairment exists.

The Company recognized partnership income of $19,469 for the year ended December
31, 2003, compared to partnership income of $4,939 for the year ended December
31, 2002. The Company also recognized a loss from partnership investments of
$733,244 for the year ended December 31, 2003, due to the total impairment of
the Company's investments in the Odin Spirit and the Odin Neptune drilling
partnerships. The general partner of the Odin Neptune partnership disposed of
its principal asset, a semi-submersible rig, for nominal value in July 2003 and
the partnership was fully liquidated. The Odin Spirit partnership's principal
assets, two jack-up drilling rigs, were disposed of to satisfy its third party
creditor, which had foreclosed on the rigs in May 2003. Consequently, the
Company fully impaired both investments as of the quarter ended June 30, 2003.


                                      F-17
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 - OIL AND GAS PROPERTIES, EQUIPMENT AND FIXTURES

Oil and gas properties, equipment and fixtures consist of the following as of
December 31, 2003 and December 31, 2002, respectively:

                                                     As of December 31,
                                                    2003            2002
                                                ------------    ------------

Oil and Gas Properties
----------------------

  Proved oil and gas properties                 $ 13,455,275    $  9,566,289
  Unevaluated oil and gas properties                 694,802         668,711
  Asset retirement obligation                         60,168            --
                                                ------------    ------------

  Total oil and gas assets                        14,210,245      10,235,000

  Accumulated depreciation, depletion and
    amortization                                  (3,863,081)     (2,512,827)
                                                ------------    ------------

 Net oil and gas properties                       10,347,164       7,722,173
                                                ------------    ------------

Corporate and Other
-------------------

  Furniture and equipment                             35,680           9,768
  Accumulated depreciation                           (13,495)         (8,419)
                                                ------------    ------------

 Total corporate assets                               22,185           1,349
                                                ------------    ------------

 Net oil and gas properties, furniture and
   equipment                                    $ 10,369,349    $  7,723,522
                                                ============    ============


The Company recognized $1,368,484 in depletion, depreciation and amortization
expense for the year ended December 31, 2003 compared to $828,159 for the year
ended December 31, 2002. The Company's unevaluated oil and gas properties
include investments in ongoing exploratory drilling projects, which are reviewed
quarterly to determine if there is an impairment of their carrying value or if
they should be transferred into proved oil and gas properties. The Company
recorded impairment expense of $155,712 and $247,205 for the years ended
December 31, 2003 and 2002, respectively.


                                      F-18
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - INCOME TAXES

The Provision for Income Taxes (Benefits)                 As of December 31,
     Consists of the Following:                          2003           2002
                                                     -----------    -----------

Current Income Tax Benefit                           $   (38,161)   $  (245,592)
Deferred Income Taxes (Benefit)                          (81,539)       509,860
                                                     -----------    -----------

Total Income Tax (Benefit) Provision (Benefit)       $  (119,700)   $   264,268
                                                     ===========    ===========


Deferred Tax Assets
   Unrealized Losses on Marketable Securities        $   270,882    $   321,781
   Unrealized Losses on Price Hedging
      Contracts                                          200,912        151,948
   Temporary Difference in Book/Tax Basis of
      Partnership Investments                            220,740        105,317
   Net Operating Loss Carryforwards                      148,021           --
   Other                                                  42,528         82,585
                                                     -----------    -----------

      Total Deferred Tax Assets                          883,083        661,631
                                                     -----------    -----------

Deferred Tax Liabilities:
   Excess Book Basis over Tax Basis for Oil and
     Gas Properties                                   (1,513,469)    (1,259,707)
                                                     -----------    -----------

     Total Deferred Tax Liabilities                   (1,513,469)    (1,259,707)
                                                     -----------    -----------

Net Deferred Tax Liabilities                         $  (630,386)   $  (598,076)
                                                     ===========    ===========


Deferred taxes have been provided for on the differences between the book and
tax basis of oil and gas properties, principally generated by the current
deductibility of intangible drilling costs allowed for income tax purposes. The
Company also provided for deferred taxes on the unrealized gains and losses on
marketable securities, unrealized gains and losses on its commodity pricing
hedge instruments, and on the temporary differences between the book and tax
basis of the Company's investment in partnerships accounted for using the cost
method for financial statement purposes.

Net operating loss carryforwards included in deferred tax assets in the current
period all relate to expected tax losses for 2003, a portion of which is
expected to be carried back to offset taxable income from 2001, generating a
current income tax receivable of $38,161. The Company's remaining operating loss
carryforwards generated during 2003 are fully expected to be recovered in future
periods and are recorded as a deferred tax asset as of December 31, 2003.

                                      F-19
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - INCOME TAXES (continued)

As of result of the Company's Merger in September 2003, the Company acquired
approximately $2.4 million in net operating loss carryforwards from Olympic and
Olympic Arizona, expiring between 2017 through 2020. These losses are
substantially restricted from offsetting the future taxable income of the
Company due to Section 382 ownership change limitations and separate return
limitation year ("SRLY") restrictions. Therefore, the Company has placed a 100%
valuation allowance on operating loss carryforwards generated by Olympic and
Olympic Arizona for tax periods prior to the Merger and these amounts are not
considered in the Company's deferred tax assets listed above.

                                                           As of December 31,
Effective Tax Rate Reconciliation:                        2003           2002
                                                       ---------      ---------

Tax (Benefit) on Book Income Computed at 35%           $(119,700)     $ 264,268
Increases (Decreases) in Taxes Resulting From:
     Other Differences                                      --             --
                                                       ---------      ---------

 Income Tax (Benefit), as adjusted                     $(119,700)     $ 264,268
                                                       =========      =========

Effective Tax Rate                                         35.00%         35.00%
                                                       =========      =========

NOTE 6 - NOTES PAYABLE

On July 17, 2002, the Company signed a revolving credit agreement with a
financial institution to borrow up to $15,000,000, based upon the amount of
proved reserves attributable to the Company's oil and gas properties. Interest
expense is payable monthly at an interest rate equal to 3/4% over prime, as
published by the Wall Street Journal. The credit line is reviewed every six
months by the bank to determine if the Company is required to begin making
monthly principal payments. The credit agreement expires on July 17, 2004, but
is expected to be extended in April 2004 until March 2006.

The Company had net borrowings under the credit agreement of $4,505,000 and
$3,550,000 as of December 31, 2003 and December 31, 2002, respectively,
incurring interest expense of $203,947 and $160,382 during the two respective
periods, all of which was expensed as incurred. The Company utilized the
proceeds to acquire producing oil and gas properties and to refinance a
$2,500,000 loan, which was borrowed in March 2002 in order to partially finance
a producing property acquisition at that time. As of December 31, 2003, the
Company utilized a total of $165,000 of its available borrowing base under the
credit facility to provide letters of credit against required state bonds in
Louisiana and Texas relating to the Company's operated oil and gas properties.
The costs of maintaining the letters of credit, which are not reflected as
principal draw downs under the credit facility, are included in interest
expense.

The credit agreement is collateralized by substantially all of the Company's
assets and the Company is subject to various covenants, representations and
warranties as established by the credit agreement. The primary covenants agreed
to by the Company include the following:

     -    The Company will maintain a total Tangible Net Worth of not less than
          $4,900,000, plus (a) fifty percent (50%) of net income (excluding
          losses), and (b) one hundred (100%) of any increases in shareholders'
          equity resulting from the sale or issuance of equity interests
          commencing with the quarter ending September 30, 2002.

     -    The Company will maintain a ratio of quarterly EBITDAX (net income
          before interest expenses, taxes, depreciation, depletion,
          amortization, exploration costs, and other non-cash expenses less
          non-cash income and capitalized expenses) to quarterly interest
          expense of not less than 3.00, commencing with the quarter ending
          September 30, 2002.

     -    The Company will maintain a current ratio of Current Assets to Current
          Liabilities of at least one to one, determined quarterly, commencing
          with the quarter ending June 30, 2002.

                                      F-20
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6 - NOTES PAYABLE (continued)

The Company was in compliance with these covenants as of December 31, 2003 or
December 31, 2002.

As of December 31, 2003, the Company has classified $560,000 of the outstanding
principal under the credit agreement as a current liability, based on the
Company's latest borrowing base review by the bank in March 2004. As the Company
expects the credit agreement will be extended beyond July 17, 2004, the
remaining principal outstanding under the credit facility has been classified as
long-term.

Anticipated future maturities of the credit line, based on principal outstanding
as of December 31, 2003, are as follows:

                         Year                      Amount
                      ----------                 ----------
                         2004                    $  560,000
                         2005                       960,000
                         2006                       960,000
                         2007                       960,000
                      Thereafter                  1,065,000
                                                 ----------

                         Total                   $4,505,000
                                                 ==========

NOTE 7 - COMMON STOCK AND COMMON STOCK EQUIVALENTS

In December 2003, the Company's stockholders approved a corporate reorganization
of the Company, including a one-for-ten reverse stock split, reincorporating the
Company from Wyoming to Nevada, and changing the Company's legal name from
Olympic Resources Ltd. to Whittier Energy Corporation. All common stock and
common stock equivalents have been retroactively adjusted to reflect the
one-for-ten reverse split, which was consummated as of December 31, 2003.

As discussed in Note 12, on September 10, 2003, the Company's wholly owned
subsidiary, WEC, a Wyoming corporation, merged with and into Whittier Energy,
effecting a change in control of the Company. As a result of the "reverse"
merger, Whittier Energy became the wholly owned subsidiary of the Company. In
exchange for their 100,000 shares of outstanding Whittier Energy common stock,
the former Whittier Energy shareholders received 7,939,358 shares of the
Company's voting common stock and 100,000 shares of the Company's Series A
Preferred Stock, which was automatically convertible into 600,000 shares of the
Company's common stock upon the availability of enough additional authorized but
unissued shares necessary to effect the conversion. The Series A Preferred Stock
automatically converted into the Company's common stock upon completion of the
reverse split on December 31, 2003. Whittier Energy's former shareholders owned
approximately 85% of the Company's 10,046,296 shares of common stock outstanding
as of December 31, 2003.

As a condition to the Merger, the Company terminated its existing employment
agreement with Mr. Pollock, the former President and CEO, and a current
director, of the Company, and entered into a new consulting agreement with him
for an initial term of six months from the closing date of the Merger. The terms
of the new consulting agreement provide for Mr. Pollock to receive $10,217
Canadian dollars per month during the initial term and a warrant to purchase
45,000 shares of the Company's common stock at an exercise price of $2.00 per
share (the "Warrant"). The consulting agreement also provides for Mr. Pollock to
receive $5,108 Canadian dollars per month for 24 months following the initial
term, as well as $90,000 in accrued compensation to be used to pay the aggregate
exercise price of the Warrant on the one year anniversary date of the Merger.
The costs of the Warrant and the $180,000 severance portion of Mr. Pollock's
consulting agreement have been recorded as part of Whittier Energy's purchase
price of Olympic. The Company estimated the fair value of the Warrant on the
date of grant to be $32,445, based on the following weighted average
assumptions: risk free interest rate of 1.20%, dividend yield of 0%, volatility
factors of the expected market price of the Company's common stock of 1.24, and
a weighted average life expectancy of the Warrant of one year.

                                      F-21
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 - COMMON STOCK AND COMMON STOCK EQUIVALENTS (continued)

Under the terms of the Merger, Mr. Pollock and Patrick Forseille, the former
Chief Financial Officer of the Company, were required to place the outstanding
stock options and warrants, which they owned directly, including the Warrant
described above, into an escrow account with the Company for a period of one
year from the date of Merger (September 10, 2004). Any proceeds from the
exercise and sale of the Company's common stock underlying the escrowed options
and warrants, if any, would be retained in the escrow account as well. The
Company may claim the escrowed securities and/or proceeds from such securities
in the event of a fraudulent misrepresentation or omission relating to the
Merger with Whittier Energy.

Although the Company was considered the legal acquirer in the transaction,
Whittier Energy acquired the Company for accounting purposes and the Company has
conformed to Whittier Energy's accounting methods, including use of a calendar
year-end and the successful efforts method of accounting for its oil and gas
properties. Whittier Energy had 100,000 shares of common stock outstanding at
the time the Merger and has never issued any form of common stock equivalents.
Olympic, however, had a total of 187,500 stock options and 290,000 common stock
warrants outstanding at the time of the Merger, including the Warrant issued as
part of the Merger, all of which were fully vested and exercisable. The details
of the Company's options and warrants acquired as part of the merger are below.

Prior to the Merger, the Company (i.e. Olympic) had repriced 88,000 options to
reflect an exercise price of $1.93 per share, subjecting the options to variable
accounting treatment for the recognition of compensation expense. The Company's
stock price as of December 31, 2003 was below the exercise price of the options
and no additional compensation expense was recognized during the period ended
December 31, 2003.

In October 2003, 125,000 warrants to purchase the Company's common stock at an
exercise price of $4.00 per share expired unexercised.

In December 2003, the Company's Board of Directors approved a Long Term
Incentive Plan (the "Plan"), which sets aside a total of 1.56 million shares of
the Company's common stock for issuance to the Company's officers, directors,
employees, and consultants. In January 2004, the Company granted a total of
729,000 options to purchase the Company's common stock at an exercise price of
$1.75 per share to certain employees and directors of the Company. The options
vest ratably over a three year period from the date of grant and have a term of
5 years. The Plan is subject to ratification by the Company's stockholders and
the next annual meeting to be held in 2004.

In March 2004, 35,000 options to acquire the Company's common stock at an
exercise price of $1.93 per share expired unexercised.

                                      F-22
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 - COMMON STOCK AND COMMON STOCK EQUIVALENTS (continued)

A summary of the Company's stock option activity and related information for the
periods ended is as follows:

                                          Shares               Weighted
                                        Underlying         Average Exercise
                                         Options                 Price
                                        -----------------------------------
Options Outstanding As of
   December 31, 2001                           -                       -
     Options Issued                            -                       -
     Options Exercised                         -                       -
     Options Cancelled                         -                       -
                                        -----------------------------------
Options Outstanding As of                                              -
   December 31, 2002                           -
     Options Acquired in Merger          187,500                   $1.95
     Options Issued                            -                       -
     Options Exercised                         -                       -
     Options Cancelled                         -                       -
                                        -----------------------------------
Options Outstanding As of
     December 31, 2003                   187,500                   $1.95

Price range $1.93 ($2.50 Canadian)
     (Average life of 10 months)         127,500                   $1.93
Price range $2.00
     (Average life of 1.67 years)         60,000                   $2.00

Exercisable options
     December 31, 2002                         -                       -
     December 31, 2003                   187,500                   $1.95


The weighted average fair value of all options acquired by the Company as a
result of the Merger was $1.04 per share as of September 10, 2003.

The following table summarizes all common stock warrants:

                                                  Number of        Exercise
                                                    Stock           Price
                                                   Warrants         Range
                                                  ----------    --------------
     Outstanding, December 31, 2001                       -                  -
     Issued                                               -                  -
     Expired                                              -                  -
                                                  ----------    --------------
     Outstanding, December 31, 2002                       -                  -
     Acquired in Merger                             245,000     $  2.70 - 4.63
     Issued                                          45,000     $         2.00
     Expired                                       (125,000)    $         4.63
                                                  ----------    --------------
     Outstanding, December 31, 2003                 165,000     $  2.00 - 2.70
                                                  ==========    ==============

                                      F-23
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 - COMMON STOCK AND COMMON STOCK EQUIVALENTS (continued)

The following table summarizes the price ranges of all common stock warrants
outstanding as of December 31, 2003, all of which were fully vested and
exercisable as of year-end:

          Number of Warrants      Exercise Price     Expiration Date
          ------------------     ---------------     ---------------
                 120,000          $        2.70          6/17/04
                  45,000          $        2.00          9/10/04
          ------------------     ---------------

                 165,000          $2.00 - $2.70
          ==================     ===============


NOTE 8 - RELATED PARTY TRANSACTIONS

The Company's Chief Operating Officer, Mr. Daniel Silverman, received a 4.63%
net profits interest ("NPI") in the Company's investment in the Beaver Dam Creek
Field upon completion of the transaction in 2002. The NPI entitles Mr. Silverman
to 4.63% of the Company's net operational cash flow from the field (i.e.
revenues less operating costs and capital investment) after deducting related
principal and interest payments under the Company's credit facility described in
Note 6. The Company did not make any distributions to Mr. Silverman for the NPI
in 2003 and paid Mr. Silverman a total of $16,408 in net profits in 2002. In
March 2004, the Company acquired the NPI from Mr. Silverman for $70,000.


NOTE 9 - COMMODITY PRICE RISKS AND CONCENTRATIONS OF CREDIT RISK

The Company's activities include the selling of oil and gas. Such commodities
are subject to significant price volatility. Consequently, the Company's
revenues will fluctuate based on the current prices of oil and gas.

Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of temporary cash investments and trade accounts
receivable.

The Company places its excess cash investments with high quality financial
institutions. The Company's receivables relate to customers in the oil and gas
industry, and as such, the Company is directly affected by the economy of the
industry. The credit risk associated with the receivables is minimized by the
customer base and monitoring of the customer credit worthiness. The Company has
not experienced any losses from its receivables or cash investments and does not
believe it has any significant concentration of credit risk.


                                      F-24
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10 - FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

As of December 31, 2003 and December 31, 2002, the Company held various
derivative instruments, including crude oil and natural gas option agreements
known as "swaps" and "collars." Swaps are designed to fix the price of
anticipated sales of future production, while collars are designed to establish
floor and ceiling prices on anticipated sales of future production. The Company
entered into the contracts at the time it acquired certain operated oil and gas
property interests during 2002 as a means to reduce the future price volatility
on its sales of oil and gas production, as well as to achieve a more predictable
cash flow from its oil and gas properties. The Company has designated its price
hedging instruments as cash flow hedges in accordance with SFAS 133.

Further details relating to the Company's hedging activities are as follows:

Hedging Contracts Held as of December 31, 2003:

                                                         Nymex Contract Price
      Contract Period and Type         Total Volume   Floor   Ceiling/Swap Price
      ------------------------         ------------   -----   ------------------

    Crude Oil Contracts (barrels)
    Swap Contracts:
      January 2004 - December 2004         15,000        N/A        $ 22.15

    Collar Contracts:
      January 2004 - September 2004         9,000    $ 24.50        $ 29.55
      January 2004 - December 2004         35,000    $ 18.00        $ 22.00
      January 2004 - December 2004         24,000    $ 24.00        $ 29.25
      January 2005 - April 2005            15,000    $ 19.75        $ 22.75


    Natural Gas Contracts (mmbtu)
    Collar Contracts:
      January 2004 - March 2004            39,900     $ 4.00        $ 8.75


Hedging Contracts Held as of December 31, 2002:

                                                         Nymex Contract Price
       Contract Period and Type        Total Volume   Floor   Ceiling/Swap Price
       ------------------------        ------------   -----   ------------------

    Crude Oil Contracts (barrels)
    Swap Contracts:
      January 2003 - December 2003         20,000        N/A        $ 23.30
      January 2003 - December 2003         24,000        N/A        $ 24.70
      January 2003 - December 2003         18,000        N/A        $ 25.35
      January 2004 - December 2004         15,000        N/A        $ 22.15

    Collar Contracts:
      January 2003 - December 2003         12,000    $ 21.70        $ 27.00
      January 2003 - March 2003            10,000    $ 21.35        $ 29.00
      April 2003   - December 2003         30,000    $ 21.35        $ 24.60
      January 2004 - December 2004         35,000    $ 18.00        $ 22.00
      January 2005 - April 2005            15,000    $ 19.75        $ 22.75


                                      F-25
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 11 - RETIREMENT PLANS

Prior to the Merger, Mr. Rhodes, the Company's President and Chief Executive
Officer, participated in various retirement and savings plans of the M. H.
Whittier Corporation, an affiliate of the Company. The Company paid the
applicable costs into the various plans relating to Mr. Rhodes and recorded such
costs in the Company's results from operations. As less than 2% of the
participants in the M.H. Whittier Corporation's plans were employed by the
Company, no additional information on the various plans are presented herein.
The costs to the Company are not considered material to the Company's overall
financial results.

NOTE 12 - MERGER OF WEC ACQUISITION, INC. AND WHITTIER ENERGY COMPANY

On September 10, 2003, the Company's wholly owned subsidiary, WEC, a Wyoming
corporation, merged with and into Whittier Energy, effecting a change in control
of the Company. As a result of the "reverse" merger, Whittier Energy became the
wholly owned subsidiary of the Company. In exchange for their 100,000 shares of
outstanding Whittier Energy common stock, the former Whittier Energy
shareholders received 7,939,358 shares of the Company's voting common stock and
100,000 shares of the Company's Series A Preferred Stock, which was
automatically convertible into 600,000 shares of the Company's common stock upon
the availability of enough additional authorized but unissued shares necessary
to effect the conversion. Whittier Energy's former shareholders owned
approximately 85%, assuming conversion of the Series A Preferred Stock, upon
completion of the Merger. The Series A Preferred Stock automatically converted
into the Company's common stock upon completion of the Company's one-for-ten
reverse split on December 31, 2003 (See Note 7).

As of the date of the Merger, Whittier Energy and Olympic were both engaged in
the exploration and production of oil and gas properties in the United States.
The Merger was consummated because both entities believe the combined company
will be better positioned to access capital markets and to acquire and develop
oil and gas properties in the future, both of which are necessary for the
long-term growth of the Company and enhancement of shareholder value.

Although the Company is considered the legal acquirer in the transaction,
Whittier Energy acquired the Company for accounting purposes and the Company has
conformed to Whittier Energy's accounting methods, including use of a calendar
year-end and the successful efforts method of accounting for its oil and gas
properties. The purchase price of the transaction was determined using the net
asset value method. The aggregate purchase price, as adjusted, was $1,272,499,
including cash of $765,367. Accounts payable includes a contingency for
provincial Canadian royalty tax credits claimed in 1999 and 2000 by Olympic,
which may be subject to reimbursement back to the provincial tax authorities.
The Company does not consider that the amount to be reimbursed, if any, will be
material to the Company.

The following table summarizes the estimated fair values of the assets acquired
and liabilities assumed at the date of acquisition, as adjusted:

                                                 As of Sept. 10, 2003
                                                 --------------------
              Current Assets:
                  Cash                                $   765,367
                  Accounts Receivable                     237,341
                  Marketable Securities                    71,720
                  Oil and Gas Properties at 9/1/03,
                       Net of deferred taxes              865,526
                                                      -----------

              Total Assets Acquired                     1,939,954
                                                      -----------

              Current Liabilities:
                  Accounts Payable                       (667,455)
                                                      -----------

              Net Assets Acquired                     $ 1,272,499
                                                      ===========

                                      F-26
<PAGE>

                           WHITTIER ENERGY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 13 - SUBSEQUENT EVENTS

In February 2004, the Company sold all of its approximate 5% working interest in
the Cascade Field in Los Angeles County, California to a private company for
$525,000, generating a book gain of approximately $245,000. The Company utilized
a portion of the proceeds to acquire an additional 10% working interest in the
Bonnie View Field in Refugio County, Texas, for approximately $190,000,
increasing the Company's operated working interest in the property to 71.38%
(58.53% net revenue interest).

In March 2004, the Company entered into a long-term lease for office space in
Houston, Texas, for estimated rentals of approximately $60,000 per annum. The
lease term is 7.5 years from the date the Company takes possession of the office
space, which is expected to occur on or around April 30, 2004.






                                      F-27
<PAGE>

            SUPPLEMENTAL INFORMATION - DISCLOSURES ABOUT OIL AND GAS
                        PRODUCING ACTIVITIES - UNAUDITED


The following supplemental information regarding the oil and gas activities of
the Company is presented pursuant to the disclosure requirements promulgated by
the SEC and SFAS No. 69, "Disclosures About Oil and Gas Producing Activities."

The following estimates of reserve quantities and related standardized measure
of discounted net cash flows are estimates only, and are not intended to reflect
realizable values or fair market values of the Company's reserves. The Company
emphasizes that reserve estimates are inherently imprecise and that estimates of
new discoveries are more imprecise than producing oil and gas properties.
Additionally, the price of oil has been very volatile and downward changes in
prices can significantly affect quantities that are economically recoverable.
Accordingly, these estimates are expected to change as future information
becomes available and these changes may be significant.

Proved reserves are estimated reserves of crude oil and natural gas that
geological and engineering data demonstrate with reasonable certainty to be
recoverable in future years from known reservoirs under existing economic and
operating conditions. Proved developed reserves are those expected to be
recovered through existing wells, equipment and operating methods.

The standardized measure of discounted future net cash flows is computed by
applying year-end prices of oil and gas (with consideration of price changes
only to the extent provided by contractual arrangements) to the estimated future
production of proved oil and gas reserves, less estimated future expenditures
(based on year-end costs) to be incurred in developing and producing the proved
reserves, less estimated future income tax expenses. The estimated future net
cash flows are then discounted using a rate of 10% a year to reflect the
estimated timing of the future cash flows.





                                      F-28
<PAGE>

            SUPPLEMENTAL INFORMATION - DISCLOSURES ABOUT OIL AND GAS
                         PRODUCING ACTIVITIES-UNAUDITED


Proved Oil and Gas Reserve Quantities
(All within the United States)

                                                        Oil             Gas
                                                      Reserves        Reserves
                                                      (Bbls.)          (Mcf.)
                                                     ----------      ----------
Proved developed and undeveloped reserves:

Balance December 31, 2001                               145,915         937,610
Revision of previous estimates                           94,720         285,608
Purchases of minerals in place                        1,560,055         386,722
Extensions and discoveries                                9,400         111,764
Sales of minerals in place                             (112,073)       (155,008)
Production                                             (129,613)       (160,508)
                                                     ----------      ----------

Balance December 31, 2002                             1,568,404       1,406,188
Revision of previous estimates                          (53,194)        433,502
Purchases of minerals in place                           92,280       1,353,940
Extensions, discoveries and other additions              21,790         241,680
Sales of minerals in place                                 --              --
Production                                             (166,510)       (446,760)
                                                     ----------      ----------

Balance December 31, 2003                             1,462,770       2,988,550
                                                     ==========      ==========

Proved Developed Reserves:

Balance December 31, 2001                               145,915         937,610
                                                     ==========      ==========
Balance December 31, 2002                             1,559,029       1,397,800
                                                     ==========      ==========
Balance December 31, 2003                             1,462,770       2,676,060
                                                     ==========      ==========


                                      F-29
<PAGE>

            SUPPLEMENTAL INFORMATION - DISCLOSURES ABOUT OIL AND GAS
                         PRODUCING ACTIVITIES-UNAUDITED
                           (All Amounts in Thousands)


Capitalized Costs Relating to Oil and Gas Producing Activities (All within the
United States)

                                                       Year Ended December 31,
                                                         2003            2002
                                                       --------        --------

Proved oil and gas properties                          $ 13,515        $  9,566
Unproved oil and gas properties                             695             669
                                                       --------        --------

Accumulated depreciation and depletion                   (3,863)         (2,513)
                                                       --------        --------

Net capitalized cost                                   $ 10,347        $  7,722
                                                       ========        ========


Cost Incurred in Oil and Gas Property Acquisition, Exploration, and Development
Activities
 (All within the United States)

                                                        Year Ended December 31,
                                                          2003           2002
                                                         ------         ------

Acquisition costs                                        $2,638         $5,695
Exploration and appraisal costs                             348            423
Development costs                                         1,348            450
                                                         ------         ------
                                                         $4,334         $6,568
                                                         ======         ======


Results of operations for producing activities (All within the United States)

                                                        Year Ended December 31,
                                                           2003         2002
                                                         -------      -------

Oil and gas revenues                                     $ 6,154      $ 3,641
Lease operating expenses                                  (2,117)      (1,632)
Production taxes                                            (642)        (366)
Depreciation, depletion, and amortization                 (1,368)        (828)
Accretion of Future Abandonment Obligation                    (9)        --
                                                         -------      -------

Net results of operations before income taxes              2,018          815
Provision for income taxes                                  (706)        (285)
                                                         -------      -------
Results of operations                                    $ 1,312      $   530
                                                         =======      =======


                                      F-30
<PAGE>

            SUPPLEMENTAL INFORMATION - DISCLOSURES ABOUT OIL AND GAS
                         PRODUCING ACTIVITIES-UNAUDITED
                           (All Amounts in Thousands)


Standardized Measure of Discounted Future Net Cash Flows and Changes Therein
Relating to Proven Oil and Gas Reserves (All within the United States)

                                                        Year Ended December 31,
                                                         2003            2002
                                                       --------        --------

Future cash inflows                                    $ 64,380        $ 51,965
Future development costs                                   (254)           (147)
Future production costs                                 (30,284)        (22,332)
Future income tax expenses                              (11,845)        (10,320)
                                                       --------        --------
Future net cash flows                                    21,997          19,166
10% annual discount for
estimated timing of cash flows                           (8,184)         (7,932)
                                                       --------        --------
Standardized measure of discounted net
cash flows                                             $ 13,813        $ 11,234
                                                       ========        ========


Principal sources of change in the standardized measure of discounted future net
cash flows

                                                       Year Ended December 31,
                                                         2003            2002
                                                       --------        --------

Beginning balance                                      $ 11,234        $  1,160
Oil and gas sales                                        (3,395)         (1,643)
Purchases of minerals in place                            5,758          14,634
Sales of minerals in place                                 --            (1,680)
Extensions and discoveries                                1,407             415
Net changes in prices, production
     cost and future development cost                       215           2,335
Net changes due to revisions of
     previous quantity estimates                            (19)          1,395
Development cost incurred                                (1,348)           (450)
Accretion of discount                                     1,728             178
Net change in income taxes                               (1,389)         (5,423)
Other                                                      (378)            313
                                                       --------        --------
Ending balance                                         $ 13,813        $ 11,234
                                                       ========        ========





                                      F-31