FEC Resources Inc. Suite 2300, Bentall 5, 550 Burrard Street
Vancouver, British Columbia
V6C 2B5

June 12, 2020

Timothy S. Levenberg

Division of Corporation Finance

Office of Energy & Transportation

US Securities and Exchange Commission

Washington, D.C. 20549

Re:        FEC Resources Inc. (the “Company”)

Amendment No. 3 to Registration Statement on Form F-1

Filed May 12, 2020

File No. 333-235559

Dear Levenberg:

This filing supersedes the Correspondence filed on June 2, 2020. Please find attached to this correspondence revised pages from our Registration Statement on Form F-1 that have been marked with pink text to reflect changes made to the document subsequent to the filing of our Amendment No. 3 to such Registration Statement.  Pages F-1 through F-12 included herein are entirely new content and consist of the interim financial report for the three months ended March 31, 2020.  These changes have been made to reflect the points discussed during a telephone conversation held on Thursday, May 21, 2020, between members of the SEC staff and our legal counsel.

Sincerely,

/s/ Paul Wallace

Paul Wallace

INDEX TO THE FINANCIAL STATEMENTS

Unaudited Condensed Statement of Financial Position for March 31, 2020 and December 31, 2019	F-3
Unaudited Condensed Statements of Comprehensive Loss for the Three Months Ended March 31, 2020 and 2019	F-4
Unaudited Condensed Interim Statement of Changes in Equity for Three Months Ended March 31, 2020 and 2019	F-5
Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019	F-6
Notes to the Condensed Financial Statements	F-7

Report of Independent Registered Public Accounting Firm	F-14
Statement of Financial Position	F-15
Statements of Comprehensive Income (Loss) for years ended December 31, 2019 and 2018	F-16
Statements of Changes in Equity for the years ended December 31, 2019 and 2018	F-17
Statements of Cash Flows for years ended December 31, 2019 and 2018	F-18
Notes to the Financial Statements	F-19

F-1

FEC RESOURCES INC.

Condensed Interim Financial Statements

For the three months ended March 31, 2020

(Expressed in United States dollars)

Unaudited

F-2

FEC RESOURCES

FEC RESOURCES INC.

CONDENSED STATEMENT OF FINANCIAL POSITION

Expressed in United States Dollars

UNAUDITED

As at	March 31, 2020		December 31, 2019
ASSETS
Current assets
Cash	$	73,304	$	42,548
Receivables		1,288		3,072
Prepaid expenses		4,107		7,288
	$	78,699		52,908
Non-current assets
Deferred transaction costs (Note 11)		44,351		39,381
Equipment		189		205
Investment in Forum Energy Limited (Note 9)		1,665,000		1,665,000
	$	1,788,239	$	1,757,494

LIABILITIES

Current liabilities

Trade and accrued payables	$	39,668	$	122,116
Short term loans (Note 6)		150,000		-
		189,668		122,116

Shareholders’ Equity

Share capital (Note 5)		16,732,397			16,732,397
Contributed surplus (Note 5)		3,058,063			3,058,063
Deficit		(18,191,889	)		(18,155,082	)
		1,598,571			1,635,378
	$	1,788,239		$	1,757,494

SIGNED ON BEHALF OF THE BOARD OF DIRECTORS BY:

“Paul Wallace”“Lyle Brown”

Director Director

The accompanying notes form an integral part of these financial statements

F-3

FEC RESOURCES INC.

CONDENSED STATEMENTS OF COMPREHENSIVE LOSS

Expressed in United States Dollars

UNAUDITED

	Three Month Period Ended
	March 31, 2020			March 31, 2019
General and administration expenses
General and administration (Note 7)	$	36,907		$	61,334
Operating loss		(36,907	)		(61,334	)
Interest income		100			958
Net and Comprehensive loss	$	(36,807	)	$	(60,376	)
Earnings (loss) per common share
- Basic and diluted	$	0.00		$	0.00

The accompanying notes to the condensed interim financial statements are an integral part of these statements.

F-4

FEC RESOURCES INC.

CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY

Expressed In United States Dollars

UNAUDITED

For the three months ended March 31, 2020

	Share capital		Contributed surplus		Deficit			Total
Balance January 1, 2020	$	16,732,397	$	3,058,063	$	(18,155,082	)	$	1,635,378
Total comprehensive loss  for the period		-		-		(36,807	)		(36,807	)
Balance March 31, 2020	$	16,732,397	$	3,058,063		(18,191,889	)	$	1,598,571

For the three months ended March 31, 2019

	Share capital		Contributed surplus		Deficit			Total
Balance January 1, 2019	$	16,732,397	$	3,058,063	$	(17,943,399	)	$	1,847,061
Total comprehensive loss  for the period		-		-		(60,376	)		(60,376	)
Balance March 31, 2019	$	16,732,397	$	3,058,063	$	(18,003,775	)	$	1,786,685

The accompanying notes to the condensed interim financial statements are an integral part of these statements.

F-5

FEC RESOURCES INC.

CONDENSED STATEMENTS OF CASH FLOWS

Expressed in United States Dollars

UNAUDITED

	For the three months ended
	March 31, 2020			March 31, 2019
Cash provided by (used in)
OPERATING ACTIVITIES
Net loss for the period	$	(36,807	)	$	(60,376	)
Non-cash items included in loss
Amortization		16			22
		(36,791	)		(60,354	)

Changes in working capital related to operating activities

Receivables		1,784			(123	)
Prepaid expenses		3,181			2,815
Accounts payable and accrued liabilities		(82,448	)		(1,848	)
Net cash used by operating activities		(114,274	)		(59,510	)
FINANCING ACTIVITIES
Deferred transaction costs		(4,970	)		-
Short term loans		150,000			-
Net cash provided by financing activities		145,030			-
Net (decrease) increase in cash		30,756			(59,510	)
Cash – beginning of the period		42,548			228,991
Cash – end of the period	$	73,304		$	169,481

The accompanying notes to the condensed interim financial statements are an integral part of these statements.

F-6

FEC RESOURCES INC.

NOTES TO THE FINANCIAL STATEMENTS

For the three months ended March 31, 2020

(Expressed in United States Dollars)

Note 1Corporate Information

FEC Resources Inc. (“FEC” or the “Company”) was incorporated under the laws of Alberta, Canada and is a holding Company with an interest in Forum Energy Limited (“FEP”).  The Company is listed in the United States on the OTC Pink (“OTC Pink”), having the symbol FECOF.

At March 31, 2020, the Company has a 6.8% interest in FEP.

The principal address of the Company is Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, BC, V6C 2B5. The Company’s ultimate parent company is PXP Energy Corporation (formerly Philex Petroleum Corporation) (“PXP”) with a registered office at 2/F LaunchPad Reliance corner Sheridan Streets, Mandaluyong City, Philippines 1550.

Note 2Basis of Preparation

a)   Statement of Compliance

These condensed interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).  The financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting and have been prepared using the same accounting policies and methods as were used for the Company’s Annual Financial Statements for the year ended December 31, 2019.  These condensed interim financial statements should be read in conjunction with the Company’s annual financial statements dated December 31, 2019.

The condensed interim financial statements were authorized for issue by the Board of Directors on May 29, 2020.

b)   Basis of Measurement

The financial statements have been prepared on a historical cost basis and are presented in United States dollars, which is also the Company’s functional currency.

The preparation of financial statements in compliance with IFRS requires management to make certain critical accounting estimates.  It also requires management to exercise judgment in applying the Company’s accounting policies.  The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

F-7

FEC RESOURCES INC.

NOTES TO THE FINANCIAL STATEMENTS

For the three months ended March 31, 2020

(Expressed in United States Dollars)

Note 2Basis of Preparation (continued)

c)   Nature of Operations and Going Concern

As a holding company with an interest in FEP, the Company’s business is indirectly subject to risks inherent in oil and gas exploration and development operations. In addition, there are risks associated with FEP’s stage of operations and the foreign jurisdiction in which it or FEP may operate or invest. The Company has identified certain risks pertinent to its investment including: exploration and reserve risks, uncertainty of reserve estimates, ability to exploit successful discoveries, drilling and operating risks, title to properties, costs and availability of materials and services, capital markets and the requirement for additional capital, market perception, loss of or changes to production sharing, joint venture or related agreements, economic, political and sovereign risks, possibility of less developed legal systems, corporate and regulatory formalities, environmental regulation, reliance on strategic relationships, market risk, competition, dependence on key personnel, volatility of future oil and gas prices and foreign currency risk.  The Company has an accumulated deficit since inception of $18,191,889.

Management considers that the current economic environment is difficult and the outlook for holding companies invested in oil and gas exploration companies presents significant challenges in terms of raising funds through issuance of shares. To the extent necessary, the Company has relied on its ability to raise funds via dispositions of quantities of its shareholdings in FEP to PXP under terms that are consistent with the best interests of shareholders, in order to finance its operations. The Company has been successful in disposing quantities of its shareholdings in FEP in previous fiscal years. However, there can be no assurance the Company will continue to be able to dispose of quantities of its shares in FEP under suitable terms.  Currently management has no plans to sell any additional FEP shares.

Since the delisting of FEP from the London Stock Exchange, there is no liquidity via a public market for the FEP shares.  As the Company is wholly reliant on the information disclosed by PXP concerning the business of FEP, the Company may not be able to obtain information necessary to facilitate a wider sales process and may be reliant on significant shareholders of PXP for the disposition of any of its FEP shares.  Management has looked at all options including raising funds to operate and participate in future FEP financings by way of debt or equity financings.  Given the current share price of the Company, and given that any external financings may have been extremely dilutive, the Company has announced that it is undertaking a rights offering to raise funds to sustain operations however there can be no assurance that the rights offering will be successful.

Management has concluded that the combination of these circumstances gives rise to a material uncertainty that casts substantial doubt on the ability of the Company to continue as a going concern; therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.

F-8

FEC RESOURCES INC.

NOTES TO THE FINANCIAL STATEMENTS

For the three months ended March 31, 2020

(Expressed in United States Dollars)

Note 3Summary of Significant Accounting Policies and Critical Accounts Estimates and Judgments

These interim condensed financial statements have been prepared using the same accounting policies and methods of computation as the annual financial statements for the year ended December 31, 2019. In addition, these interim condensed financial statements have been prepared using the same critical accounting estimates and judgments as the annual financial statements for the year ended December 31, 2019. Accordingly, the interim condensed financial statements should be read in conjunction with the financial statements for the year ended December 31, 2019.

Note 4Standards, Amendments and Interpretations

The Company has prepared its financial statements in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). IFRS represents standards and interpretations approved by the IASB and are comprised of IFRS, International Accounting Standards (“IAS’s”), and interpretations issued by the IFRS Interpretations Committee (“IFRIC’s”) and the former Standing Interpretations Committee (“SIC’s”). The financial statements have been prepared in accordance with IFRS standards and interpretations effective as of March 31, 2020.

Note 5Share Capital

a)  Authorized:

The Company is authorized to issue an unlimited number of common shares without par value; and

The Company is authorized to issue an unlimited number of Class A and Class B preferred convertible redeemable voting shares without par value.

Issued:

Common Shares	Number		Amount
Balance March 31, 2020 and December 31, 2019		409,143,765	$	16,732,397

No preferred shares have been issued since the Company’s inception.

F-9

FEC RESOURCES INC.

NOTES TO THE FINANCIAL STATEMENTS

For the three months ended March 31, 2020

(Expressed in United States Dollars)

Note 5Share Capital (continued)

b)    Nature and Purpose of Equity and Reserves

The reserves recorded in equity on the Company’s balance sheet include Contributed Surplus and Deficit.

Contributed Surplus is used to recognize the value of stock option grants prior to exercise.

Deficit is used to record the Company’s change in deficit from earnings and losses from period to period.

Note 6Related Party Transactions and Balances

During the three-month period ended March 31, 2020 general and administrative expenses included key management personnel compensation totaling $12,000 (2019: $12,000)

On January 22, 2020, the Company received $150,000 from its parent company, PXP Energy Corporation, as a working capital loan. The loan is non-interest bearing, unsecured and due on demand.

Note 7General and Administrative Expenses

	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019
Professional fees	$	273	$	19,890
Bank charges		1,006		1,024
Listing and filing fees		3,480		3,534
Office and miscellaneous		4,784		5,720
Consulting (Note 6)		27,155		27,000
Amortization		16		22
Foreign exchange		193		4,144
	$	36,907	$	61,334

F-10

FEC RESOURCES INC.

NOTES TO THE FINANCIAL STATEMENTS

For the three months ended March 31, 2020

(Expressed in United States Dollars)

Note 8Loss Per Share

Weighted Average Number of Common Shares

	March 31, 2020		March 31, 2019
Weighted average number of common shares (basic and diluted)		409,143,765		409,143,765

Note 9Investment in FEP

i) Investment in FEP

The investment in FEP is summarized as follows:

Balance March 31, 2020 and December 31, 2019 5,550,200 $ 1,665,000

As at March 31, 2020 the Company’s interest in FEP was 6.80% (December 31, 2019 – 6.80%).

FEP’s assets consist of interests in various petroleum service contracts (SC) in the Philippines, the most significant of which in terms of Prospective Resources is SC 72. On March 2, 2015, the Philippine Department of Energy (“DOE”) granted a force majeure on SC 72 because the contract area falls within the territorial disputed area of the West Philippine Sea. Under the terms of the force majeure, all exploration work at SC 72 was immediately suspended until the DOE notifies FEP that it re-commences exploration. As at March 31, 2020, the force majeure remains effective.

On April 14, 2020 FEP completed a fund raising of US $2,500,000 which was achieved by FEP issuing new shares at a price of US $0.30 each.

In advance of FEC’s upcoming Rights Offering (Note 11), PXP paid FEC’s share of FEP’s financing thus allowing FEC to maintain its 6.8% interest in FEP at a cost of approximately US$170,000.

Determination of fair value

The investment in FEP represents an investment in a private company for which there is no active market and for which there are no publicly available quoted market prices.   The Company has classified its investment in FEP as Level 3 in the fair value hierarchy.

For purposes of determining fair value of the investment in FEP, the Company considered valuation techniques described in IFRS 13 – Fair Value Measurement. In respect of the investment in FEP, management considered the fair value of $1,665,000 to be indicative of the fair value of the investment in FEP as there have been no material changes in the circumstances that would change management’s assessment of fair value.

There were no transfers between level 3 and the other levels in the hierarchy during the period ended March 31, 2020.

F-11

FEC RESOURCES INC.

NOTES TO THE FINANCIAL STATEMENTS

For the three months ended March 31, 2020

(Expressed in United States Dollars)

Note 10Segmental Reporting

The Company has one reportable operating segment which is primarily the business of exploration and development of oil and gas and other mineral related opportunities, through companies in which the Company invests.

Note 11Rights Offering

The Company announced on December 18, 2019 that its Board of Directors has approved an offering to its existing shareholders (the "Rights Offering") of transferrable rights ("Rights") to purchase additional common shares of the Company ("Common Shares") to raise gross proceeds of up to approximately US$1,841,147. In connection with the Rights Offering, the Company has filed with the U.S. Securities & Exchange Commission a registration statement on Form F-1 (the "Registration Statement") and prospectus (the "Prospectus") for the issuance of the Rights and Common Shares pursuant to the Rights Offering.

Once the Registration Statement relating to the Rights Offering is effective, the Company will distribute to each eligible holder of its Common Shares forty (40) Rights for every twenty (20) Common Shares held as of the record date (the "record Date"), which date will be determined once the Registration Statement is effective. Each Right is to entitle the holder thereof to purchase one (1) Common Share at a price of US$0.00225 per Common Share (the "Subscription Price"). The Subscription Price was determined by the Directors by reference to the recent trading activity of the Company's Common Shares. The Company will not issue any fractional Common Shares in the Rights Offering, and all exercises of Rights will be rounded to the nearest whole Common Share. In addition, the Company will not issue fractional Rights or pay cash in lieu of fractional Rights.

The Rights may be exercised at any time during the subscription period, which period will be determined once the Registration Statement is effective. The Rights will expire if they are not exercised during the Rights Offering subscription period, unless the Company extends the Rights Offering subscription period.

Note 12Subsequent Events

On April 14, 2020, FEC participated in a share offering by FEP which allowed FEC to maintain its 6.8% interest in FEP at a cost of approximately US$170,000.  The purchase was financed by PXP in advance of FEC’s upcoming Rights Offering (Note 11). FEP raised US $2,500,000 through the issuance of 8,333,330 shares at a price of US $0.30 each.

F-12