U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

     [X]  Annual report under Section 13 or 15(d) of the Securities Exchange Act
          of 1934


                  For the fiscal year ended December 31, 1999.

     [ ]  Transition  report  under  Section  13 or 15(d)  of the  Securities
          Exchange Act of 1934


              For the transition period from _______ to ________ .

                         Commission File Number: 0-9435

                        FIELDPOINT PETROLEUM CORPORATION
                        --------------------------------

                 (Name of Small Business Issuer in Its Charter)
     Colorado                                                 84-0811034
     --------                                                 ----------
 (State or Other Jurisdiction of                            (I.R.S. Employer
  Incorporation or Organization)                             Identification No.)

         1703 Edelweiss Drive
         Cedar Park, Texas                                      78613
         -----------------                                     ------
(Address of Principal Executive Offices)                     (Zip Code)

                                 (512) 250-8692
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:

                                     (None)

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

                          Common Stock, $.01 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 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. [ X ]

The issuer's revenues for its most recent fiscal year were $917,810.

As of December 31, 1999,  6,331,925 shares of the Registrant's  common stock par
value $.01 per share, were outstanding. The aggregate market value of the voting
stock  held  by  non-affiliates  of  the  Registrant  at  March  15,  2000,  was
$5,297,053.

Documents Incorporated by Reference: None.

<PAGE>

                                     PART I

ITEM 1- BUSINESS
        --------

General

FieldPoint Petroleum Corporation, (formerly Energy Production Company)a Colorado
corporation  (the  "Company"),  was formed on March 11, 1980, for the purpose of
identifying,  acquiring,  and enhancing the production of mature oil and natural
gas fields located primarily in the mid-continent and the Rocky Mountain region.
From 1980 the Company was engaged in oil and gas  operations,  and  beginning in
December  1986,  the  Company  divested  all of  its  oil  and  gas  assets  and
operations.  Since December 1986, the Company was not engaged in any oil and gas
operations  until the completion of the reverse  acquisition  described below on
December 31, 1997.

Reverse Acquisition - The Company entered into an Agreement dated as of December
22, 1997, with Bass Petroleum,  Inc., a Texas corporation  ("BPI"),  pursuant to
which, on December 31, 1997, the Company  acquired from the  shareholders of BPI
an aggregate of  8,655,625  shares of capital  stock of BPI, in exchange for the
issuance of 4,000,000  unregistered  shares of the Company's  common stock.  The
transaction  was  treated,  for  accounting  purposes,   as  an  acquisition  of
FieldPoint  Petroleum  Corporation by Bass Petroleum,  Inc. On December 31,1997,
the  Company  changed  its name from  Energy  Production  Company to  FieldPoint
Petroleum Corporation.

On January 11,  1999,  the Company  entered  into an  agreement  with  W.B.McKee
Securities  to act as  placement  agent in the  selling  of up to a  maximum  of
1,466,667 Units each  consisting of one share of the Company's  Common Stock and
one common stock warrant,  with its exercise price of $1.25, (the "Warrants"),on
a "best  efforts all or none" basis with respect to the first 533,333 Units (the
"Minimum  Offering"),  and a "best  efforts" basis with respect to the remaining
933,334  Units (the "Maximum  Offering")  at a purchase  price of $.75 per Unit.
Proceeds from the offering were used to fund the  acquisition of certain oil and
gas properties from Pontotoc Production, Inc. and for working capital.

Forward-Looking Statements

Certain  statements  contained in this document,  including  without  limitation
statements containing the words "believes," "anticipates," "intends," "expects,"
and words of similar import, constitute "forward-looking  statements" within the
meaning of the Private  Securities  Litigation Reform Act. Such  forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual  results,  performance  or  achievements  of the company to
materially differ from any future results, performance or achievements expressed
or implied by such forward-looking statements.







                                       2

<PAGE>


Business Strategy

The  Company's  business  strategy is to continue to expand its reserve base and
increase  production and cash flow through the  acquisition of producing oil and
gas  properties.  Such  acquisitions  will  be  based  on  an  analysis  of  the
properties'  current  cash flow and the  Company's  ability  to profit  from the
acquisition.  The Company's ideal  acquisition will include not only oil and gas
production, but also leasehold and other working interest in exploration areas.

The Company will also seek to identify  promising  areas for the  exploration of
oil and gas  through the use of outside  consultants  and the  expertise  of the
Company.  This identification  will include collecting and analyzing  geological
and  geophysical  data for  exploration  areas.  Once  promising  properties are
identified,  the  Company  will  attempt to acquire  the  properties  either for
drilling oil and natural gas wells,  using independent  contractors for drilling
operations, or for sale to third parties.

The Company recognizes that the ability to implement its business  strategies is
largely  dependent on the ability to raise  additional debt or equity capital to
fund future acquisition,  exploration,  drilling and development activities. The
Company's capital resources are discussed more thoroughly in Part II, Item 6, in
Management's Discussion and Analysis.

Operations

As of December 31, 1999, the Company had varying ownership interest in 304 gross
productive wells (82.58 net) located in 3 states. The Company operates 59 of the
304 wells; the other wells are operated by independent operators under contracts
that are standard in the industry.  It is a primary  objective of the Company to
operate most of the oil and gas properties in which it has an economic interest.
The Company believes,  with the responsibility and authority as operator,  it is
in better  position to control cost,  safety,  and timeliness of work as well as
other critical factors affecting the economics of a well.

Market for Oil and Gas

The demand for oil and gas is dependent upon a number of factors,  including the
availability of other domestic production,  crude oil imports, the proximity and
size of oil and gas pipelines in general, other transportation  facilities,  the
marketing  of  competitive  fuels,  and general  fluctuations  in the supply and
demand for oil and gas.  The Company  intends to sell all of its  production  to
traditional industry purchasers,  such as pipeline and crude oil companies,  who
have facilities to transport the oil and gas from the wellsite.

Competition

The oil and gas industry is highly competitive in all aspects.  The Company will
be  competing  with  major  oil  companies,  numerous  independent  oil  and gas
producers,  individual  proprietors,  and  investment  programs.  Many of  these
competitors possess financial and personnel resources substantially in excess of
those which are  available  to the Company  and may,  therefore,  be able to pay
greater amounts for desirable leases and define,  evaluate, bid for and purchase
a  greater  number of  potential  producing  prospects  that the  Company's  own
resources permit.  The Company's  ability to generate  resources will depend not
only on its ability to develop  existing  properties  but also on its ability to
identify  and acquire  proven and  unproven  acreage and  prospects  for further
exploration.


                                       3

<PAGE>


Environmental Matters and Government Regulations

The Company's  operations are subject to numerous federal,  state and local laws
and  regulations  controlling the discharge of materials into the environment or
otherwise  relating to the protection of the environment.  Such matters have not
had a material  effect on  operations  of the  Company to date,  but the Company
cannot predict whether such matters will have any material effect on its capital
expenditures, earnings or competitive position in the future.

The  production  and sale of crude oil and natural gas are currently  subject to
extensive  regulations  of both  federal and state  authorities.  At the federal
level, there are price  regulations,  windfall profits tax, and income tax laws.
At the state level, there are severance taxes, proration of production,  spacing
of wells,  prevention and clean-up of pollution and permits to drill and produce
oil and gas.  Although  compliance with their laws and regulations has not had a
material adverse effect on the Company's operations,  the Company cannot predict
whether its future operations will be adversely effected thereby.

Operational Hazards and Insurance

The  Company's  operations  are  subject to the usual  hazards  incident  to the
drilling and production of oil and gas, such as blowouts, cratering, explosions,
uncontrollable flows of oil, gas or well fluids, fires,  pollution,  releases of
toxic gas and other  environmental  hazards and risks.  These  hazards can cause
personal  injury and loss of life,  severe damage to and destruction of property
and equipment, pollution or environmental damage and suspension of operations.

The Company  maintains  insurance of various types to cover its operations.  The
Company's  insurance  does not cover every  potential risk  associated  with the
drilling  and  production  of  oil  and  gas.  In  particular,  coverage  is not
obtainable  for certain  types of  environmental  hazards.  The  occurrence of a
significant  adverse  event,  the  risks  of  which  are not  fully  covered  by
insurance,  could  have a material  adverse  effect on the  Company's  financial
condition and results of  operations.  Moreover,  no assurance can be given that
the Company will be able to maintain  adequate  insurance in the future at rates
it considers reasonable.

Administration

Office Facilities- The office space for the Company's  executive offices at 1703
Edelweiss Drive,  Cedar Park, Texas 78613, is currently provided by the majority
shareholder at a cost of $1000 per month as of December 31,1999.

Employees-  As of March 15,  2000,  the  Company  had 4  employees,  the Company
considers its relationship with its employees satisfactory.

ITEM 2-PROPERTIES
       ----------

Principal Oil and Gas Interest

West Allen  Field,  Pontotoc  County  Oklahoma is a producing  oil and gas field
located  approximately 100 miles south of Oklahoma City,  Oklahoma.  The Company
has a working  interest  in 52 leases or a total of 225 wells,  the leases  have
multiple   wellbores   which  the  Company  has  plans  to  participate  in  the
recompletion of behind pipe zones.


                                       4

<PAGE>


Giddings  Field,  Fayette  County  Texas is in the  prolific  Austin Chalk field
located in various counties surrounding the city of Giddings, Texas. In February
1998, the company  acquired a 97% working interest in the Shade lease. The lease
currently  has 3  producing  oil and gas wells with a daily  production  rate of
approximately  120 Mcfe net to the Company.  Oil and Gas are  produced  from the
Austin chalk formation;  the Company will evaluate whether  additional  reserves
can be developed by use of horizontal well technology.

Big Muddy  Field,  Converse  County  Wyoming  is a  producing  oilfield  located
approximately thirty miles south of Casper, Wyoming. FieldPoint Petroleum owns a
100% working  interest in the Elkhorn and J.C.  Kinney lease which consists of 3
oil wells producing out of the Wallcreek and Dakota  formations at depth ranging
in general from approximately 3,200 feet to approximately 4,000 feet.

Serbin  Field,  Lee and Bastrop  Counties  Texas is an oil and gas field located
approximately 50 miles east of Austin and 100 miles west of Houston. The Company
has a working  interest in 73 producing oil and gas wells with a production rate
for 1999 of  approximately  70  barrels  of oil  equivalent  ("BOE")  net to the
Company.  Oil and gas are produced  from the Taylor Sand at depths  ranging from
approximately  5,300 feet to  approximately  5,600 feet; it is a 46-gravity  oil
sand.

Production

The  table  below  sets  forth oil and gas  production  from the  Company's  net
interest in producing properties for each of its last two fiscal years.

                                               Oil and Gas Production
                                               ----------------------
Quantities                                 1999                     1998
                                           ----                     ----
         Oil (Bbls)                       33,120                   28,788
         Gas (Mcf)                       114,278                   89,127

Average Sales Price

         Oil ($/Bbl)                      $17.75                   $11.96
         Gas ($/Mcf)                       $1.74                    $1.50

Average Production Cost ($/BOE)            $6.00                    $6.31


The Company's oil and gas  production is sold on the spot market and the Company
does not have any  production  that is  subject  to firm  commitment  contracts.
During the year ended  December 31, 1999,  purchases by each of four  customers,
Dorado Oil Company, Conoco, GPM Gas Corporation,  and Pontotoc Production,  Inc.
represented more than 10% of the total Company  revenues.  Neither of these four
customers,  or any other  customers of the Company,  has a firm sales  agreement
with the Company. The Company believes that it would be able to locate alternate
customers in the event of the loss of one or all of these customers.






                                       5

<PAGE>



Productive Wells

The table below sets forth certain information regarding the company's ownership
as of December 31, 1999 of productive wells in the areas indicated.


                                Productive Wells
                                ----------------

                              Oil                                Gas
State                Gross1          Net2                Gross1         Net2
-----               --------        --------            --------     --------
Oklahoma               188           42.90               37           4.59
Texas                   69           28.29                7           3.8
Wyoming                  3            3                   -           -
                    --------        --------            --------     --------
         Total         260           74.19               44           8.39




Drilling Activity

The Company  participated  in drilling one well in Oklahoma in 1999, and drilled
no wells in 1998.

Reserves

Please refer to Note 12 in the accompanying  audited financial  statements for a
summary of the Company's reserves at 12/31/99 and 12/31/98.











--------------------
1 A gross well or acre is a well or acre in which a working  interest  is owned.
The  number  of gross  wells is the  total  number  of wells in which a  working
interest  is owned.  The number of gross  acres is the total  number of acres in
which a working interest is owned.
2 A net well or acre is deemed  to exist  when the sum of  fractional  ownership
working interests in gross wells or acres equals one. The number of net wells or
acres is the sum of the  fractional  working  interests  owned in gross wells or
acres expressed as whole numbers and fractions thereof.


                                       6

<PAGE>



Acreage

The  following  tables  set  forth the  gross  and net  acres of  developed  and
undeveloped  oil and gas leases in which the Company had  working  interest  and
royalty interest as of December 31, 1999. The category of "Undeveloped  Acreage"
in the table includes  leasehold  interest that already may have been classified
as containing proved undeveloped reserves.

                              Developed1                       Undeveloped2
State                   Gross3          Net4               Gross3         Net4
------                  ------         ------              ------        ------
Oklahoma                  7237            831                200             19
Texas                     1560            390               1360           1000
Wyoming                    200            200                400            400
                        ------         ------              ------        ------
         Total            8997           1421               1960           1419


ITEM 3-LEGAL PROCEEDINGS
       -----------------

The Company is a party to a lawsuit  arising in the ordinary course of business.
In the opinion of management, final judgement or settlement, if any, that may be
awarded or entered into in  connection  with this suit would not have a material
adverse effect on the Company's financial position or results of operations.

ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
       ---------------------------------------------------

None.
                                     PART II

ITEM 5-MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
       --------------------------------------------------------

The Company's Common Stock is traded in the  over-the-counter  market and listed
on the  Bulletin  Board  under the  symbol  "FPPC."  Prior to  January  1998 the
Company's  symbol was "ENEU." Also prior to January 1998,  the Company's  Common
Stock experienced only limited trading and its prices were quoted irregularly in
the National Quotation Bureau's "Pink Sheets." Information  regarding bid prices
and closing bids has been  obtained  from the  National  Quotation  Bureau.  The
following quotations,  where quotes were available, reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not necessarily represent
actual transactions.




------------------------
1 Developed acreage is acreage spaced for or assignable to productive wells.
2  Undeveloped  acreage  is oil and gas  acreage  on which  wells  have not been
drilled or to which no Proved  Reserves other than Proved  Undeveloped  Reserves
have  been  attributed.
3 A gross well or acre is a well or acre in which a working  interest  is owned.
The  number  of gross  wells is the  total  number  of wells in which a  working
interest  is owned.  The number of gross  acres is the total  number of acres in
which a working interest is owned.
4 A net well or acre is deemed  to exist  when the sum of  fractional  ownership
working interests in gross wells or acres equals one. The number of net wells or
acres is the sum of the  fractional  working  interests  owned in gross wells or
acres expressed as whole numbers and fractions thereof.


                                       7

<PAGE>



         FISCAL 1998                        CLOSING BID
         -----------
                                    HIGH                     LOW

First Quarter                      .8125                    .3750
Second Quarter                    1.5625                    .8125
Third Quarter                     1.7500                    .8125
Fourth Quarter                    1.3750                    .8750

         FISCAL 1999
         -----------
                                    HIGH                     LOW

First Quarter                     1.6250                   1.0000
Second Quarter                    1.6250                   1.1250
Third Quarter                     1.7500                   1.0312
Fourth Quarter                    1.8125                    .7500

At March 15, 2000, the  approximate  number of shareholders of record was 1,020.
The Company has not paid any  dividends  on its Common Stock and does not expect
to do so in the foreseeable future.

Recent Sales of Unregistered Securities

During the fiscal year ended  December  1999,  the Company  issued the following
securities without registration under the Securities Act of 1933, as amended.

On January  11,  1999,  the Company  entered  into an  agreement  with W.B McKee
Securities  to act as  placement  agent in selling up to a maximum of  1,466,667
Units at a price of $0.75 per Unit,  each  Unit  consisting  of one share of the
Company's Common Stock and one common stock warrant,  with its exercise price of
$1.25 (the "Warrant") the offering was fully  subscribed and closed on September
30, 1999.

As to the  issuance of  securities  identified  above,  the Company  relied upon
Section 4(2) of the  Securities  Act in claiming  exemption  from the registered
requirement of the Securities  Act. All the persons to whom the securities  were
issued had full  information  concerning the business and affairs of the Company
and acquired the shares for investment purposes.  Certificates  representing the
securities  issued  bear  a  restrictive  legend  prohibiting  transfer  of  the
securities except in compliance with applicable securities laws.

ITEM 6-MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
       ---------------------------------------------------------

The  following  discussion  should  be read in  conjunction  with the  Company's
Financial Statements,  and respective notes thereto,  included elsewhere herein.
The  information  below  should  not be  construed  to imply  that  the  results
discussed  herein  will  necessarily  continue  into  the  future  or  that  any
conclusion  reached herein will  necessarily  be indicative of actual  operating
results  in the  future.  Such  discussion  represents  only  the  best  present
assessment of the management of FieldPoint Petroleum Corporation.


                                       8

<PAGE>


Overview

FieldPoint  Petroleum  Corporation  derives  its  revenues  from  its  operating
activities  including sales of oil and gas and operating oil and gas properties.
The Company's  capital for  investment in producing oil and gas  properties  has
been provided by cash flow from operating  activities  and from bank  financing.
The Company categorizes its operating expenses into the categories of production
expenses and other expenses.

   Comparison of Year Ended December 31, 1999 to Year Ended December 31, 1998
   --------------------------------------------------------------------------

Results of Operation

Revenues  increased 51% or $311,046 to $917,810 for the year ended  December 31,
1999, from the comparable 1998 period.  Oil production  volumes increased by 15%
at the same time the  average  price per barrel  increased  48%  during  1999 to
$17.75 from the comparable 1998 period average price of $11.96 per barrel.  Also
in 1999, the gas production  volume increased by 28% while the average price per
Mcf was $1.74, a 16% increase from the 1998 comparable  period.  The increase in
production  volumes were  primarily  due to the  acquisition  of interest in the
Pontotoc County properties in 1999.

                                                    Year Ended December 31,

                                                  1999                  1998
                                                 ---------            ------
Oil Production                                   33,120               28,788
Average Sales Price Per Bbl ($/Bbl)              $17.75               $11.96

Gas Production                                  114,278               89,127
Average Sales Price Per Mcf ($/Mcf)               $1.74                $1.50


Production  expenses  increased  14% or $37,916 to  $313,435  for the year ended
December 31, 1999, from the comparable 1998 period. The increase was due to cost
associated  with  additional  1999  production  offset by a decrease in workover
expense incurred in 1999 as compared to 1998. Depletion and depreciation expense
decreased  10% or $17,157 to $152,166 for the year ended  December 31, 1999 from
the comparable 1998 period.  The decrease in depletion and  depreciation was due
to an  increase  in  the  value  and  life  of the  reserve  base.  General  and
administrative  overhead  cost  remained  relatively  stable and decreased 1% or
$2,554 to $309,712 for the 1999 period verses the comparable 1998 period.

Net other expenses for the year ended December 31, 1999, was $64,264 compared to
net other  expenses of $50,374 for 1998.  This  increase  was  primarily  due to
higher interest expense offset by miscellaneous income.




                                       9

<PAGE>


The Company's net income increased by $225,228 to income of $65,465 for the year
ended December 31, 1999,  from the comparable  1998 period.  The increase in net
income was  primarily  due to higher  prices  received for oil and gas sales and
increases in production.





Liquidity and Capital Resources

Cash flow from  operating  activities was a $218,650 for the year ended December
31, 1999,  compared to a negative  $76,272 for the year ended December 31, 1998.
The increase in cash flow from  operating  activities  was  primarily due to the
increase in net income for the year ended December 31, 1999.

Cash flow used by  investing  activities  was  $1,282,264  in the  period  ended
December 31, 1999, compared to $401,944 for December 31, 1998. This is primarily
due to increased  purchases of oil and gas  properties  in 1999.  Cash flow from
financing  activities  was  $1,179,498  for the period ended  December 31, 1999,
compared to $431,134  for the same period in 1998.  This was due to increases in
long-term  debt and proceeds from sale of common stock,  which were used to fund
purchases of oil and gas properties.

Capital Requirements

Management believes the Company will be able to meet its current operating needs
through internally generated cash from operations.  Management believes that oil
and gas property  investing  activities in 2000 can be financed  through cash on
hand,  cash  from  operating  activities,   and  bank  borrowing.   The  Company
anticipates  continued  investments in proven oil and gas properties in 2000. If
bank credit is not available,  the Company may not be able to continue to invest
in strategic oil and gas properties.  The Company cannot predict how oil and gas
prices will fluctuate  during 2000 and what effect they will  ultimately have on
the Company,  but Management  believes that the Company will be able to generate
sufficient  cash  from  operations  to  service  its bank debt and  provide  for
maintaining current production of its oil and gas properties. The Company had no
significant  commitments  for capital  expenditures  at December 31,  1999.  The
timing  of  most  capital   expenditures   for  new   operations  is  relatively
discretionary.  Therefore,  the Company can plan  expenditures  to coincide with
available funds in order to minimize business risks.





Year 2000 Compliance

The Company has not encountered any negative impacts from the Year 2000 issue on
its operations. There can be no assurance, however, as to the ultimate effect of
the Year 2000 issue on the Company.




                                       10

<PAGE>


ITEM 7-FINANCIAL STATEMENTS
       --------------------

The  information  required is included in this report as set forth in the "Index
to Financial Statements."

                                   Index to Financial Statements
                                   -----------------------------

 Independent Auditor's Report                                     F-1
Consolidated Balance Sheets                                       F-2
Consolidated Statements of Operations                             F-3
Consolidated Statements of Stockholders' Equity                   F-4
Consolidated Statements of Cash Flows                             F-5
Notes to Consolidated Financial Statements                        F-6 - F-13
Supplemental Oil and Gas Information (Unaudited)                  F-13 - F-15

ITEM 8-CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
       -------------------------------------------------------------------------
       DISCLOSURE
       ----------

None.
                                    PART III

ITEM 9-DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
       ------------------------------------------------------------------------
       WITH SECTION 16(a) OF THE EXCHANGE ACT
       --------------------------------------

(a)  Identification  of Directors and Executive  Officers.  The following  table
     sets forth the names and ages of the Directors  and  Executive  Officers of
     the  Company,  all  positions  and offices  with the  Company  held by such
     person, and the time during which each such person has served:

Name                Age   Position with Company            Period Served
-----               ---   ---------------------            -------------
Ray D. Reaves       38    Director, President, Chairman,   May 1997-present
                          Chief Executive Officer

Roger D. Bryant     57    Director                        July 1997-present
Robert A. Manogue   75    Director                        July 1997-present
Donald H. Stevens   46    Director                        September 1999-present

Mr. Reaves,  age 38, has been Chairman,  Director,  President,  Chief  Executive
Officer and Chief  Financial  Officer of the  Company  since May 22,  1997.  Mr.
Reaves has also served as Chairman,  Chief  Executive  Officer,  Chief Financial
Officer and Director of Bass  Petroleum,  Inc.  from October 1989 to the present
and as  President of Field Point Inc.,  a private  investment  firm from October
1995.

Mr.  Reaves will serve until the next meeting of the  shareholders  or until his
successor(s) have been duly elected and qualified.

Roger D.  Bryant,  age 57, has been a Director of the  Company  since July 1997.
From November 1994 to present,  Bryant has been President of Canmax Corporation.
From May 1993 to October 1994, Bryant was President of Network Data Corporation.


                                       11

<PAGE>

From January  1993 to May 1993,  he served as Senior Vice  President,  Corporate
Development,  of Network Data  Corporation.  From  January 1993 to May 1993,  he
served  as  Senior  Vice  President,  Corporate  Development,  of  Network  Data
Corporation.  From May 1991 to July  1992,  he served as  President  of  Dresser
Industries,  Inc., Wayne Division, a leading international  manufacturer of fuel
dispensing  equipment.  Additionally,  from August 1989 to May 1991,  Bryant was
President of Schlumberger Limited, Retail Petroleum Systems Division,  U.S.A., a
division of Schlumberger Corporation.

Robert A.  Manogue,  age 75, has been a Director of the Company since July 1997.
Since 1982, Manogue has been retired and has been involved in house construction
in Albuquerque,  New Mexico under R.A. Manogue Construction.  From 1976 to 1982,
Manogue was President of C.P. Clare  International N.V. in Brussels,  Belgium, a
$50 million  subsidiary of General  Instruments  Corporation.  He also served as
Vice President of Marketing for Emerson  Electric  Company,  a manufacturer  and
marketer of consumer and industrial products, from 1971 to 1976.

Donald H. Stevens,  age 46, has been a Director of the Company  since  September
1999.  Since August 1997 to present he has been Vice  President and Treasurer of
Forest Oil Corp. He served as Vice President of Corporate  Relations for Barrett
Resources Corp. from August 1992 until August 1997. He also served as Manager of
Corporate and Tax planning for Kennecott Corp. from July 1989 until August 1992.

(b)  Identification  of Significant  Employees.  The Company does not employ any
     persons,  other than its  President,  who make or are  expected to make any
     significant contributions to the business of the Company.

(c)  Family  Relationships.  There is no family relationship between any present
     director, executive officer or person nominated or chosen by the Company to
     become a director or executive officer.

(d)  Involvement in Certain Legal Proceedings.  No present director or executive
     officer  of the  Company  has been the  subject  of any  civil or  criminal
     proceeding during the past five years which is material to an evaluation of
     his  integrity  or ability to serve as an officer or  director,  nor is any
     such person the subject of any order,  judgment or decree of any federal or
     state  authority  which is material to an  evaluation  of his  abilities or
     integrity.

ITEM 10-EXECUTIVE COMPENSATION

The following table sets forth in summary form the compensation  received during
each of the Company's  last two completed  fiscal years by each of the Company's
Chief Executive Officer and President. No employee of the Company received total
salary and bonus exceeding $100,000 during the last two fiscal years.

                                                                    Long-Term
    Name and                                                        Compensation
Principal Position                Fiscal Year    Salary    Bonus     Options (#)
--------------------------------------------------------------------------------
 Ray D. Reaves                       1999       $90,000      --       --
 Chief Executive Officer             1998       $90,000      --       --
 and President








                                       12

<PAGE>


Option Grants Table

The following table sets forth information concerning individual grants of stock
options  made during the fiscal years ended  December 31, 1999 and 1998,  to the
Company's Officers and Directors.

Name                       Options Granted (#)   Price ($/sh.)   Expiration Date
--------------------------------------------------------------------------------
Kelly Latz                       5,000             $.88              12/31/1999
     Corporate Secretary

Donald H. Stevens              100,000             $1.16             12/31/2001
      Director

ITEM 11-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
        --------------------------------------------------------------

The  following  table  sets  forth  the  persons  known  to the  Company  to own
beneficially more than five percent of the outstanding shares of Common Stock as
of December 31, 1999 and  information  as of December 31, 1999,  with respect to
the  ownership of Common Stock by each  director  and  executive  officer of the
Company.  In all cases,  the owners have sole voting and investment  powers with
respect to the shares.

Name and Address of                       Amount and Nature
Beneficial Owner                  of Beneficial Owner           Percent of Class
----------------                  -------------------           ----------------
Bass Petroleum, Inc.                 117,500                         1.7%
1703 Edelweiss Drive
Cedar Park, Texas 78613

Mildred Babich                       325,801                         4.8%
4225 Clear Lake
Ft. Worth, Texas 76109

Peter Babich                         323,490                         4.7%
3310 Parkside Rd.
Flint, Michigan 48503

The Delray Trust                     628,428                         9.2%
3606 Belle Grove
Sugar Land, Texas 77479

Ray D. Reaves                      2,679,125(1)                     39.5%
1703 Edelweiss Drive
Cedar Park, Texas 78613

----------------------
1 Includes  (i) shares  beneficially  owned  based on  position  with BPI;  (ii)
estimated shares received in Reverse Acquisition in exchange for common stock of
BPI owned by Mr. Reaves;  and (iii) 200,000 shares of Common Stock underlying an
option  granted  to Mr.  Reaves by BPI,  which  option  has been  assumed by the
Company.




                                       13

<PAGE>



Robert A. Manogue                    389,277(2)                      5.7%
1703 Edelweiss Drive
Cedar Park, Texas 78613

Roger D. Bryant                       94,000(3)                      1.3%
1703 Edelweiss Drive
Cedar Park, Texas 78613

Donald H. Stevens                    100,000                         1.4%
1703 Edelweiss Drive
Cedar Park, Texas 78613

All Officers and Directors         3,262,90(2)                      48.2%
     as a Group (4 persons)

ITEM 12-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
        ----------------------------------------------

 The  Company  leases  office  space from its  majority  shareholder.  The lease
requires monthly payments of $1,000 on a month to month basis.

At December 31, 1998, the Company had a liability to its majority stockholder of
$15,000 for short-term,  non-interest bearing operating advances. This liability
was repaid during 1999.

At December 31, 1999 and 1998, the Company had notes payable to  stockholders in
the amount of $16,000 and $220,000 respectively.

ITEM 13-EXHIBITS AND REPORTS ON FORM 8-K
        --------------------------------

(a)      Exhibits

         Financial  Statements  of the Company as set forth under Item 7 of this
         Report on Form 10-KSB

3.1      Articles of Incorporation (incorporated by reference to Amendment No. 1
         to Form S-2 dated August 1, 1980.)

3.2(b)   Articles of Amendment of Articles of Incorporation,  dated December 31,
         1997  (incorporated  by reference to the  Company's  10KSB for the year
         ended December 31, 1997.)

3.3      Bylaws  (incorporated by reference to Amendment No. 1 to Form S-2 dated
         August 1, 1980.)

4.1      Plan of Exchange (incorporated by reference to the Company's definitive
         proxy statement dated December 8, 1997).

4.2      Indenture  (Term Loan) dated June 21, 1999 by and among the Company and
         Union Planters



--------------------
2 Includes (i) shares owned by a partnership  of which Mr. Manogue is a partner;
and (ii) 100,000  shares of Common Stock  underlying an option of BPI granted to
Mr. Manogue by BPI, which option has been assumed by the Company.
3 Includes  100,000  shares of Common Stock  underlying an option granted to Mr.
Bryant.

                                       14

<PAGE>



4.3      Indenture  (Term Loan)  dated  August 18, 1999 by and among the Company
         and Union Planters

(b)      Reports on Form 8-K
         There were no reports on Form 8-K filed by the Company  during the last
         quarter of its fiscal year.

                                   SIGNATURES

In  accordance  with  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.

                        FIELDPOINT PETROLEUM CORPORATION
                        --------------------------------
                                  (Registrant)

         By:      /s/ Ray Reaves
                  ----------------------
                  Ray Reaves, President

         Date:    3/22/00
                  -------

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.

         By:      /s/ Ray Reaves
                  ----------------------
                  Ray Reaves, President, Chief Executive Officer,
                  Director, Chairman, Chief Financial Officer

         Date:    3/22/00
                  -------

                  SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH
                 REPORTS FILED PURSUANT TO SECTION 15(d) OF THE
                      EXCHANGE ACT BY NON-REPORTING ISSUERS

No annual  report or proxy  material  has been sent to security  holders.  Proxy
material,  which is to be furnished to security holders subsequent to the filing
of the annual report on this form,  shall be furnished to the Commission when it
is sent to security holders.












                                       15

<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

Board of Directors and Stockholders
FieldPoint Petroleum Corporation
Austin, Texas

We have  audited the  accompanying  consolidated  balance  sheets of  FieldPoint
Petroleum  Corporation  as of  December  31,  1999  and  1998,  and the  related
consolidated statements of operations,  changes in stockholders' equity and cash
flows for the years then ended. These consolidated  financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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 consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of FieldPoint Petroleum
Corporation  as of December 31, 1999 and 1998, and the results of its operations
and its cash  flows for the years  then  ended,  in  conformity  with  generally
accepted accounting principles.

HEIN + ASSOCIATES LLP

Dallas, Texas
February 12, 2000


<PAGE>

<TABLE>
<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------
                                                                                   DECEMBER 31,
                                                                            --------------------------
                                                                                 1999           1998
                                                                                ------         -----
<S>                                                                         <C>            <C>

CURRENT ASSETS:

  Cash                                                                      $   117,259    $     1,375
  Trading securities                                                              2,880          2,880
  Accounts receivable:
       Due from investor                                                           --            9,000
       Oil and gas sales                                                        135,067         50,026
       Joint interest billings, less allowance for doubtful accounts
         of $40,753 and $20,000, respectively                                    84,906         67,225
   Income taxes recoverable                                                        --           48,000
   Prepaid expenses                                                               2,535          2,535
                                                                            -----------    -----------
                  Total current assets                                          342,647        181,041

PROPERTY AND EQUIPMENT:

   Oil and gas properties (successful efforts method):

      Unproved leasehold costs                                                     --          180,000
      Proved leasehold costs                                                  2,396,998      1,115,176
      Lease and well equipment                                                  351,425        172,860
   Furniture and equipment                                                       32,280         31,432
   Transportation equipment                                                      75,974         74,945
   Less accumulated depletion and  depreciation                                (675,424)      (523,258)
                                                                            -----------    -----------
                  Net property and equipment                                  2,181,253      1,051,155

OTHER ASSETS                                                                     25,981         56,815
                                                                            -----------    -----------
                           Total assets                                     $ 2,549,881    $ 1,289,011
                                                                            ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES:

   Current portion of long-term debt                                        $   409,132    $   449,500
   Accounts payable and accrued expenses                                        112,339        128,347
   Oil and gas revenues payable                                                  49,799         62,538
   Due to related party                                                            --           15,000
                                                                            -----------    -----------
                  Total current liabilities                                     571,270        655,385

LONG -TERM DEBT, net of current portion                                         559,462        374,070
DEFERRED INCOME TAXES                                                            15,954           --
COMMITMENT (Note 10)
STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value, 75,000,000 shares authorized;
      6,331,925 and 4,613,259 shares issued and outstanding, respectively        63,319         46,132
   Additional paid-in capital                                                 1,177,785        117,723
   Treasury stock, 117,500 and 210,000 shares, at cost                           (1,175)        (2,100)
   Retained earnings                                                            163,266         97,801
                                                                            -----------    -----------
                  Total stockholders' equity                                  1,403,195        259,556
                                                                            -----------    -----------
                  Total liabilities and stockholders' equity                $ 2,549,881    $ 1,289,011
                                                                            ===========    ===========

</TABLE>


              See accompanying notes to these financial statements.

                                       F-2



<PAGE>


                        FIELDPOINT PETROLEUM CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        YEARS ENDED DECEMBER 31,
                                                        ------------------------
                                                           1999         1998
                                                        ---------    ---------
REVENUE:

   Oil and gas sales                                    $ 786,361    $ 443,448
   Well operational and pumping fees                      131,449      163,316
                                                        ---------    ---------
       Total revenue                                      917,810      606,764

COSTS AND EXPENSES:
   Production expense                                     313,435      275,519
   Depletion and depreciation                             152,166      169,323
   General and administrative                             309,712      312,266
                                                        ---------    ---------
       Total costs and expenses                           775,313      757,108
OTHER INCOME (EXPENSE):
   Interest expense, net                                  (83,826)     (56,351)
   Miscellaneous                                           19,562        5,977
       Total other income (expense)                       (64,264)     (50,374)
                                                        ---------    ---------
INCOME (LOSS) BEFORE INCOME TAXES                          78,233     (200,718)
INCOME TAX BENEFIT (PROVISION):

   Current                                                   --         40,955
   Deferred                                               (12,768)        --
                                                        ---------    ---------
       Total income tax benefit (expense)                 (12,768)      40,955
                                                        ---------    ---------
NET INCOME (LOSS)                                       $  65,465    $(159,763)
                                                        =========    =========
EARNINGS (LOSS) PER SHARE - Basic and diluted           $     .01    $    (.04)
                                                        =========    =========



              See accompanying notes to these financial statements.

                                       F-3



<PAGE>

<TABLE>
<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

            FOR THE PERIOD FROM JANUARY 1, 1998 TO DECEMBER 31, 1999




                                          Common Stock               Treasury Stock          Additional
                                   -------------------------   -------------------------      Paid-In      Retained
                                      Shares        Amount        Shares          Amount      Capital      Earnings       Total
                                   -----------   -----------   ----------     ----------    ----------    ----------    -----------
<S>                                <C>           <C>           <C>            <C>           <C>           <C>           <C>

BALANCES, January 1, 1998            4,413,259   $    44,132         --       $     --      $   83,906    $  257,564    $   385,602

Record value of treasury shares           --            --        214,000         (2,140)        2,140          --             --
Issuance of options to consultant         --            --           --             --           9,732          --            9,732
Exercise of options by former
   director                            200,000         2,000         --             --          18,000          --           20,000
Sale of treasury stock                    --            --         (4,000)            40         3,945          --            3,985
Net loss for year                         --            --           --             --            --        (159,763)      (159,763)
                                   -----------   -----------   ----------     ----------    ----------    ----------    -----------
BALANCES, December 31, 1998          4,613,259        46,132      210,000         (2,100)      117,723        97,801        259,556

Proceeds from private placement,
   net of offering costs             1,466,666        14,667         --             --         916,353          --          931,020
Issuance of common stock and
   treasury stock to private
   placement consultants                80,000           800      (10,000)           100          (900)         --             --
Issuance of common stock to
   consultant                           35,000           350         --             --          41,150          --           41,500
Issuance of common stock to
   bridge lender                         2,000            20         --             --           2,180          --            2,200
Exercise of options                    135,000         1,350         --             --          44,650          --           46,000
Sales of treasury stock                   --            --        (82,500)           825        56,629          --           57,454
Net income for year                       --            --           --             --            --          65,465         65,465
                                   -----------   -----------   ----------     ----------    ----------    ----------    -----------

BALANCES, December 31, 1999          6,331,925   $    63,319      117,500     $   (1,175)   $1,177,785    $  163,266    $ 1,403,195
                                   ===========   ===========   ==========     ==========    ==========    ==========    ===========

</TABLE>

              See accompanying notes to these financial statements.

                                       F-4

<PAGE>

<TABLE>

<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                       YEARS ENDED DECEMBER 31,
                                                                     --------------------------
                                                                         1999          1998
                                                                     -----------    -----------
<S>                                                                  <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income (loss)                                                 $    65,465    $  (159,763)
   Adjustments to reconcile to net cash from operating activities:
       Depletion and depreciation                                        152,166        169,323
       Deferred income taxes                                              15,954           --
       Common stock and options issued for services                       43,700          9,732
   Changes in assets and liabilities:
       Accounts receivable                                               (93,722)         2,033
       Income taxes recoverable                                           48,000        (48,000)
       Prepaid expenses and other assets                                  30,834        (46,815)
       Accounts payable and accrued expenses                             (16,008)        17,092
       Oil and gas revenues payable                                      (12,739)       (33,974)
       Due to related party                                              (15,000)        15,000
       Other                                                                --             (900)
                                                                     -----------    -----------
            Net cash provided (used) by operating activities             218,650        (76,272)
CASH FLOWS FROM INVESTING ACTIVITIES:

   Additions to oil and gas properties                                (1,280,387)      (411,270)
   Purchase of furniture and equipment                                    (1,877)          (674)
   Decrease in restricted cash                                              --           10,000
                                                                     -----------    -----------
            Net cash used by investing activities                     (1,282,264)      (401,944)
CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from long-term debt                                          810,000        595,000
   Repayments of long-term debt                                         (664,976)      (187,851)
   Proceeds from sales of common stock, net of offering costs            977,020         20,000
   Proceeds from sales of treasury stock                                  57,454          3,985
                                                                     -----------    -----------
            Net cash provided by financing activities                  1,179,498        431,134
                                                                     -----------    -----------
NET INCREASE (DECREASE) IN CASH                                          115,884        (47,082)

CASH, beginning of the year                                                1,375         48,457
                                                                     -----------    -----------
CASH, end of the year                                                $   117,259    $     1,375
                                                                     ===========    ===========
SUPPLEMENTAL INFORMATION:

   Cash paid during the year for interest                            $    85,941    $    58,462
                                                                     ===========    ===========
   Cash paid during the year for income taxes                        $      --      $     7,045
                                                                     ===========    ===========
   Oil and gas properties acquired for forgiveness of receivables    $      --      $     6,267
                                                                     ===========    ===========
</TABLE>







              See accompanying notes to these financial statements.

                                       F-5


<PAGE>

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

     Organization and Nature of Operations
     -------------------------------------
     FieldPoint Petroleum  Corporation (the "Company") is incorporated under the
     laws of the state of Colorado.  The Company is engaged in the  acquisition,
     operation and development of oil and gas  properties,  which are located in
     Oklahoma, South-Central Texas and Wyoming as of December 31, 1999.

     Consolidation Policy
     --------------------
     The consolidated  financial  statements include the accounts of the Company
     and  its  wholly-owned  subsidiary,   Bass  Petroleum,  Inc.  All  material
     intercompany   accounts   and   transactions   have  been   eliminated   in
     consolidation.

     Cash and Cash Equivalents
     -------------------------
     The Company  considers all highly liquid debt instruments  purchased with a
     remaining maturity of three months or less to be cash equivalents.

     Oil and Gas Producing Operations
     --------------------------------
     The Company uses the  successful  efforts  method of accounting for its oil
     and gas producing activities.  Costs incurred by the Company related to the
     acquisition of oil and gas  properties and the cost of drilling  successful
     wells are  capitalized.  Costs  incurred  to  maintain  wells  and  related
     equipment  and lease and well  operating  costs are  charged  to expense as
     incurred. Gains and losses arising from sales of properties are included in
     income.   Unproved  properties  are  assessed   periodically  for  possible
     impairment. Any impaired amounts are charged to expense. The Company had no
     impaired unproved properties as of December 31, 1999.

     Capitalized  amounts  attributable  to proved  oil and gas  properties  are
     depleted  by  the  unit-of-production  method  based  on  proved  reserves.
     Depreciation and depletion  expense for oil and gas producing  property and
     related  equipment  was $134,166 and $152,093 for the years ended  December
     31, 1999 and 1998, respectively.

     Capitalized  costs are  evaluated  for  impairment  based on an analysis of
     undiscounted future net cash flows in accordance with Financial  Accounting
     Standards  Board  Statement  No. 121,  "Accounting  for the  Impairment  of
     Long-Lived  Assets  and  for  Long-Lived  Assets  to Be  Disposed  Of".  If
     impairment  is indicated,  the asset is written down to its estimated  fair
     value based on expected future discounted cash flows.

     Joint Interest Billings Receivable and Oil and Gas Revenue Payable
     ------------------------------------------------------------------
     Joint interest billings  receivable  represent amounts receivable for lease
     operating  expenses and other costs due from third party  working  interest
     owners in the wells that the Company operates. The receivable is recognized
     when the cost is incurred and the related  payable and the Company's  share
     of the cost is recorded.

     Oil and gas revenues payable  represents amounts due to third party revenue
     interest  owners for their share of oil and gas revenue  collected on their
     behalf by the Company.  The payable is recorded when the Company recognizes
     oil and gas sales and records the related oil and gas sales receivable.

     Other Property
     --------------

     Other assets  classified as property and  equipment  are  primarily  office
     furniture  and   equipment  and  vehicles,   which  are  carried  at  cost.
     Depreciation  is provided  using the  straight-line  method over  estimated
     useful lives  ranging from five to seven years.  Gain or loss on retirement
     or sale or other  disposition of assets is included in income in the period
     of disposition.  Depreciation  expense for other property and equipment was
     $18,000  and  $17,230  for the  years  ended  December  31,  1999 and 1998,
     respectively.


                                      F-6



<PAGE>


                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Income Taxes
     ------------
     Income taxes are provided for the tax effects of  transactions  reported in
     the financial  statements and consist of taxes  currently due, if any, plus
     net deferred taxes related  primarily to  differences  between the bases of
     assets and liabilities for financial and income tax reporting. Deferred tax
     assets and  liabilities  represent  the future tax return  consequences  of
     those  differences,  which will  either be taxable or  deductible  when the
     assets and  liabilities  are  recovered  or  settled.  Deferred  tax assets
     include recognition of operating losses that are available to offset future
     taxable  income and tax credits that are  available to offset future income
     taxes. Valuation allowances are recognized to limit recognition of deferred
     tax  assets  where  appropriate.  Such  allowances  may  be  reversed  when
     circumstances  provide  evidence  that the  deferred  tax assets  will more
     likely than not be realized.

     Stock-Based Compensation
     ------------------------
     The Company applies Statement of Financial  Accounting Standards (SFAS) No.
     123 "Accounting for Stock- Based Compensation",  which requires recognition
     of the  value of stock  options  and  warrants  granted  based on an option
     pricing model.  However, as permitted by SFAS 123, the Company continues to
     account for stock  options and warrants  granted to directors and employees
     pursuant to Accounting  Principles  Board Opinion No. 25,  "Accounting  for
     Stock Issued to Employees", and related interpretations. See Note 7.

     Use of Estimates and Certain Significant Estimates
     --------------------------------------------------
     The  preparation of the Company's  financial  statements in conformity with
     generally accepted accounting  principles requires the Company's management
     to make estimates and assumptions that affect the amounts reported in these
     financial  statements and accompanying  notes.  Actual results could differ
     from those estimates. Significant assumptions are required in the valuation
     of proved oil and gas  reserves,  which as  described  above may affect the
     amount  at  which  oil and gas  properties  are  recorded.  It is at  least
     reasonably  possible those  estimates could be revised in the near term and
     those revisions could be material.

     Reclassifications
     -----------------
     Certain  reclassifications  have been made to conform the December 31, 1998
     financial statements to the presentation in 1999. The reclassifications had
     no effect on net income.

2.   ACQUISITION OF OIL AND GAS PROPERTIES
     -------------------------------------

     In February  1998,  the Company  acquired  interests  in certain  producing
     properties in Texas for  consideration  of $190,000.  The  acquisition  was
     financed with an extension of the  Company's  existing  borrowing  facility
     with a bank. The following  unaudited proforma  information is presented as
     if the interests in the property had been acquired on January 1, 1998.

                                               YEAR ENDED
                                            DECEMBER 31, 1998

Revenues                                       $   626,366
Net loss                                       $  (145,443)
Net loss per share                             $      (.03)





                                       F-7


<PAGE>

<TABLE>
<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     In April,  June and July 1999, the Company  acquired  working  interests in
     certain  producing  properties and leases in Oklahoma for  $1,102,600.  The
     acquisition was funded with $625,000 in new bank borrowings and $477,600 in
     cash. The following  unaudited proforma  information is presented as if the
     interests  in the  properties  had been  acquired at the  beginning  of the
     respective periods.

                                                        YEAR ENDED DECEMBER 31,

                                                         1999         1998
                                                        ------        -----
Revenue                                               $1,146,000      $931,000
Net income (loss)                                     $  141,000      $(23,000)
Net income (loss) per share                           $      .03      $   (.01)

3.   RELATED PARTY TRANSACTIONS
     --------------------------

     At  December  31,  1998,  the  Company  had a  liability  to  its  majority
     stockholder  of $15,000 for  short-term,  non- interest  bearing  operating
     expenses. This liability was repaid during 1999.

     The Company leases office space from its majority stockholder. Rent expense
     for this lease was $12,000 for each of the years  ended  December  31, 1999
     and 1998.

     At  December  31,  1999  and  1998,   the  Company  had  notes  payable  to
     stockholders in the amount of $16,000 and $220,000 as described in Note 4.

4.   LONG-TERM DEBT
     --------------

     Long-term debt at December 31, 1999 and 1998 consisted of the following:

                                                                                    1999                1998
                                                                                 ----------           ----------
<S>                                                                              <C>                  <C>

Note payable to a bank,  interest at the bank's floating rate (9.75% at December
  31,  1999),  monthly  payments of  principal  and  interest of $17,227,  until
  maturity  in June 2001.  This note is  collateralized  by certain  oil and gas
  properties and is guaranteed by the majority stockholder of the Company.       $  299,703           $ 470,601

Note payable to a bank,  interest at the bank's floating rate (9.75% at December
  31,  1999),  monthly  payments of principal  of $3,788 plus accrued  interest,
  until maturity in March 2001. This note is  collateralized  by certain oil and
  gas properties and is guaranteed by the majority stockholder of the Company.       56,818              102,273

Note payable to a bank,  interest at the bank's floating rate (9.75% at December
  31,  1999),  monthly  payments of principal of $10,417 plus accrued  interest,
  until maturity in August 2003. This note is  collateralized by certain oil and
  gas properties and is guaranteed by the majority stockholder of the Company.      458,333                    -

Note payable to a bank,  interest at the bank's floating rate (9.75% at December
  31,  1999),  monthly  payments of principal  of $1,786 plus accrued  interest,
  until maturity in June 2005.  This note is  collateralized  by certain oil and
  gas properties and is guaranteed by the majority stockholder of the Company.      117,857                    -


                                       F-8


<PAGE>


                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                                    1999                1998
                                                                                 ----------           ----------
Unsecured note payable to a stockholder,  interest at the prime rate,  principal
  and accrued interest due at maturity in February 1999.                                  -              180,000

Unsecured note payable to a stockholder,  interest at the prime rate,  principal
  and accrued interest due at maturity in March 1999.                                     -               40,000

Unsecured  note payable to a  stockholder,  interest at the prime rate (9.75% at
  December 31, 1999), principal and accrued interest due upon demand.                16,000                    -

Other notes payable collateralized by vehicles.                                      19,883               30,696
                                                                                 ----------           ----------

              Total                                                                 968,594              823,570
              Less current portion                                                 (409,132)            (449,500)
                                                                                 ----------           ----------
                                                                                 $  559,462           $  374,070
                                                                                 ==========           ==========
     Maturities  of  long-term  debt for the  years  ending  December  31 are as
     follows:

                  2000                      $   409,132
                  2001                          275,049
                  2002                          147,039
                  2003                          104,753
                  2004                           21,432
               Thereafter                        11,189
                                            -----------
                                            $   968,594
                                            ===========

5.   INCOME TAXES
     ------------
     The difference between the Company's  effective federal income tax rate and
     the statutory  federal income tax rate in the years ended December 31, 1999
     and 1998  primarily  results  from  the  effect  of  graduated  income  tax
     brackets.

     The Company's deferred tax assets (liabilities) are composed of the following :

                                                                                          DECEMBER 31,
                                                                                 ------------------------------
                                                                                   1999                 1998
                                                                                 ---------            ---------
Deferred tax assets:
     Non-deductible acquisition cost                                             $  13,000            $  15,000
     Net operating loss carryforwards                                               13,000                    -
     Other items                                                                     1,000                9,000
                                                                                 ---------            ---------
                                                                                    27,000               24,000
Deferred tax liabilities:
     Difference in bases of oil and gas properties                                 (42,954)             (11,000)
                                                                                 ---------            ---------

Net asset (liability) before valuation allowance                                   (15,954)              13,000
Valuation allowance                                                                      -              (13,000)
                                                                                 ---------            ---------
     Net asset (liability)                                                       $ (15,954)           $       -
                                                                                 =========            =========


                                       F-9


<PAGE>


                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.   EARNINGS PER SHARE

     Basic earnings  (loss) per share is computed based on the weighted  average
     number of shares of common  stock  outstanding  during the period.  Diluted
     earnings (loss) per share takes common stock  equivalents  (such as options
     and  warrants  into  consideration.   The  following  table  sets  for  the
     computation of basic and diluted earnings per share:

                                                                                     YEAR ENDED DECEMBER 31,
                                                                                 -------------------------------
                                                                                   1999                  1998
                                                                                 ----------           ----------
  Net income (loss)                                                              $   65,465           $ (159,763)
                                                                                 ----------           ----------

  Numerator for basic and diluted earnings per share                                 65,465             (159,763)

Denominator:
  Denominator for basic earnings per share - weighted
     average shares                                                               5,568,811            4,211,592

Effect of dilutive securities:
  Director stock options                                                            296,928                   -
  Warrants                                                                           75,359                   -
                                                                                 ----------           ----------
Dilutive potential common shares                                                    372,287                   -
                                                                                 ----------           ----------


  Denominator for diluted earnings per share -adjusted
     weighted-average shares                                                      5,941,098            4,211,592
                                                                                 ==========           ==========

  Basic earnings per share                                                       $     0.01           $    (0.04)
                                                                                 ==========           ==========

  Diluted earnings per share                                                     $     0.01           $    (0.04)
                                                                                 ==========           ==========
</TABLE>

     For  additional  disclosures  regarding the employee  stock options and the
     warrants,  see Note 7. The net  effect  of  converting  stock  options  and
     warrants to purchase  1,881,666  shares of common stock at exercise  prices
     less than the average market prices has been included in the computation of
     diluted  earnings per share for the year ended  December  31,  1999.  As of
     December 31, 1998, the Company had  outstanding  options for 455,000 shares
     of common stock, which are not included in the dilutive calculation of loss
     per share as the effect would be antidilutive.

7.   STOCK BASED COMPENSATION
     ------------------------

     Stock Options
     -------------
     In January 1998, the Company granted 5,000  non-qualified  stock options to
     an  officer,  which  were  exercisable  at $0.88 per share.  These  options
     expired unexercised on December 31, 1999.

     In January 1998, the Company granted 50,000  non-qualified stock options to
     a consultant in exchange for services. The options are exercisable at $0.75
     per share until expiration in December 1999. The fair market value of these
     options, as determined by the Black-Scholes option pricing model, of $9,732
     was recorded as an expense during the year ended December 31, 1998.


                                      F-10


<PAGE>

<TABLE>

<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     In August 1999, the Company granted 100,000  non-qualified stock options to
     a director to purchase the Company's common stock at $1.16 per share, which
     was greater than the quoted market price on the date of grant.  The options
     may be exercised from January 1, 2000 to December 31, 2002.

     SFAS 123 Disclosures

     The  following is a summary of activity for the stock  options  granted for
     the years ended December 31, 1999 and 1998:

                                                       DECEMBER 31, 1999            DECEMBER 31, 1998
                                                  --------------------------     -------------------------
<S>                                                  <C>         <C>              <C>           <C>           <C>

                                                                  Weighted                       Weighted
                                                                   Average                       Average
                                                       Number     Exercise         Number        Exercise
                                                     of Shares      Price         of Shares       Price

Outstanding, beginning of year                        455,000    $      0.18        600,000     $     0.10

     Canceled or expired                              (5,000)    $      0.88              -             -

     Granted                                          100,000    $      1.16         55,000     $     0.76

     Exercised                                      (135,000)    $      0.34       (200,000)    $     0.10
                                                  ----------     -----------      ---------     ----------

Outstanding, end of year                             415,000     $      0.36        455,000     $     0.18
                                                  ==========     ===========      =========     ==========
Exercisable, end of year                             315,000     $      0.10        455,000     $     0.18
                                                  ==========     ===========      =========     ==========

     If not previously exercised,  options outstanding at December 31, 1999 will
expire as follows:

                                                                                  Weighted
                                                                                   Average
                                                                 Number           Exercise
                                                               of Shares           Price
                                                               ---------          --------
                December 31, 2001                                315,000          $  0.10
                December 31, 2002                                100,000             1.16
                                                                 -------          -------
                                                  Total          415,000          $  0.36
                                                                 =======          =======

     Presented below is a comparison of the weighted average exercise prices and
     fair values of the Company's  common stock options on the measurement  date
     for the options  granted  during  fiscal years 1999 and 1998.  The exercise
     price exceeded the market price at the measurement date for each option.

                                                          1999                                    1998
                                          -----------------------------------     -----------------------------------
                                           Number       Exercise       Fair         Number       Exercise       Fair
                                          of Shares      Price         Value      of Shares       Price         Value
                                          ---------     -------       -------     ---------      -------       ------
     Exercise price greater than
     market price                           100,000     $  1.16       $  0.77        55,000      $  0.76      $  0.19
</TABLE>

     Pro Forma Stock-Based Compensation Disclosures
     ----------------------------------------------

     As discussed in Note 1, the Company  applies APB Opinion No. 25 and related
     interpretations  in  accounting  for its  stock  options.  Accordingly,  no
     compensation cost has been  recognized for  grants of  options to employees


                                      F-11


<PAGE>


                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     since the  exercise  prices  were not lower than the  market  prices of the
     Company's  common stock on the  measurement  date.  Had  compensation  been
     determined  based on the estimated fair value at the measurement  dates for
     awards under those plans consistent with the method  prescribed by SFAS No.
     123, the Company's December 31, 1999 and 1998 income and earnings per share
     would have been changed to the pro forma amounts indicated below.

                                                      1999          1998
                                                    ---------     ---------
Net income (loss):
     As reported                                    $  65,465     $(159,763)
     Pro forma                                          1,006      (160,676)
Net income (loss) per common share:

     As reported                                    $    0.01     $   (0.04)
     Pro forma                                      $       *     $   (0.04)

     *   Less than $0.01 per share

     The estimated fair value of each officer and director option granted during
     fiscal  year  1999 and 1998 was  estimated  on the date of grant  using the
     Black-Scholes  option-pricing  model with the  following  weighted  average
     assumptions:

                                                      1999           1998
                                                    ---------      ---------
Expected volatility                                    104.7%         126.3%
Risk-free interest rate                                 5.88%           6.5%
Expected dividends                                         -              -
Expected terms (in years)                                  3              2

8.   STOCKHOLDERS' EQUITY
     --------------------
     During 1999, the Company closed a private placement of its common stock and
     redeemable  common stock  purchase  warrants.  The Company  sold  1,466,666
     equity units for $0.75 per unit. Each unit consisted of one share of common
     stock and one  redeemable  Class A common  stock  purchase  warrant with an
     exercise price of $1.25.  Proceeds from the offering totaled $931,020,  net
     of approximately $168,980 of associated commissions and offering expenses.

     The warrants are  exercisable  during a three-year  period  commencing  the
     earlier of one year from the date of  issuance or the  effective  date of a
     registration statement registering the warrants. The warrants have not been
     registered  as of December 31, 1999.  The  warrants are  redeemable  by the
     Company at $0.01 per warrant if the public  trading  price of the Company's
     common stock  equals or exceeds 150% of the exercise  price of the warrants
     for twenty  consecutive days. The warrants were not redeemed as of December
     31, 1999.

9.   ENVIRONMENTAL ISSUES
     --------------------

     The Company is engaged in oil and gas  exploration  and  production and may
     become subject to certain liabilities as they relate to environmental clean
     up of well  sites or other  environmental  restoration  procedures  as they
     relate to the drilling of oil and gas wells and the operation  thereof.  In
     the Company's acquisition of existing or previously drilled well bores, the
     Company may not be aware of what environmental safeguards were taken at the
     time such wells were  drilled or during such time the wells were  operated.


                                      F-12


<PAGE>


                        FIELDPOINT PETROLEUM CORPORATION

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Should  it be  determined  that a  liability  exists  with  respect  to any
     environmental  clean  up or  restoration,  the  liability  to  cure  such a
     violation  could fall upon the Company.  No claim has been made, nor is the
     Company aware of any liability which the Company may have, as it relates to
     any  environmental  clean up,  restoration or the violation of any rules or
     regulations relating thereto.

10.  COMMITMENT
     ----------

     As of December 31, 1999 and 1998,  the Company had a $10,000 open letter of
     credit in favor of the State of Wyoming as a plugging  bond.  The letter of
     credit is collateralized by a certificate of deposit in the same amount.

11.  FAIR VALUE OF FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK
     --------------------------------------------------------------------

     The  Company's  financial  instruments  are cash,  amounts  receivable  and
     payable and long-term  debt.  Management  believes the fair values of these
     instruments,  with the exception of the  long-term  debt,  approximate  the
     carrying  values,   due  to  the  short-term  nature  of  the  instruments.
     Management  believes  the fair  value of long-  term debt  also  reasonably
     approximates its carrying value,  based on expected cash flows and interest
     rates.

     Financial  instruments  that  subject the  Company to credit  risk  consist
     principally of receivables. The receivables are primarily from companies in
     the oil and gas business or from  individual oil and gas  investors.  These
     parties  are  primarily  located in the  Southwestern  region of the United
     States. The Company does not ordinarily require collateral, but in the case
     of receivables for joint  operations,  the Company often has the ability to
     offset amounts due against the  participant's  share of production from the
     related property.  The Company believes the allowance for doubtful accounts
     at December 31, 1999 and 1998 is adequate.

     The Company had the following concentrations in volume of oil and gas sales
     revenue by customer as a percentage of total oil and gas revenue:

             Customer                    1999           1998
             --------                    ----           ----
                 A                       45%            45%
                 B                       14%            17%
                 C                       17%            21%
                 D                       14%             -

     Additionally, the four customers above accounted for a total of 85% and 88%
     of  accrued  oil  and  gas  sales  as  of  December   31,  1999  and  1998,
     respectively.

12.  SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED)
     ------------------------------------------------------------------------

     The following table sets forth certain  information with respect to the oil
     and gas producing activities of the Company:

                                      F-13


<PAGE>

<TABLE>
<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                                        YEAR ENDED DECEMBER 31,
                                                                                      -----------------------------
                                                                                         1999              1998
                                                                                      -----------       -----------
<S>                                                                                   <C>               <C>

Costs incurred in oil and gas producing activities:

     Acquisition of unproved properties                                               $         -       $   180,000
     Acquisition of proved properties                                                   1,137,062           237,537
     Development costs                                                                    143,325                 -
                                                                                      -----------       -----------
                          Total costs incurred                                        $ 1,280,387       $   417,537
                                                                                      ===========       ===========

Net capitalized costs related to oil and gas producing activities:

     Unproved leasehold costs                                                         $         -       $   180,000
     Proved leasehold costs                                                             2,748,423         1,288,036
     Less accumulated depletion and depreciation                                         (594,434)         (460,268)
                                                                                      -----------       -----------
                          Net oil and gas property costs                              $ 2,153,989       $ 1,007,768
                                                                                      ===========       ===========

     The following table, based on information prepared by independent petroleum
     engineers,  summarizes  changes  in  the  estimates  of the  Company's  net
     interest in total proved  reserves of crude oil and  condensate and natural
     gas, all of which are domestic reserves:

                                                                                           Oil               Gas
                                                                                        (Barrels)           (MCF)
                                                                                        -----------     ------------

Balance, January 1, 1998                                                                  192,047           436,717
Purchase of minerals in place                                                              40,559           238,020
Revisions of previous estimates                                                           (50,742)          (96,663)
Production                                                                                (28,788)          (89,127)
                                                                                        -----------     ------------
Balance, December 31, 1998                                                                153,076           488,947

Purchase of minerals in place                                                             436,330         1,580,342
Revisions of previous estimates                                                            56,086           166,582
Production                                                                                (33,120)         (114,278)
                                                                                        -----------     ------------
Balance, December 31, 1999                                                                612,372         2,121,593
                                                                                        ===========     ============

Proved developed reserves, December 31, 1999                                              549,203         2,076,403
                                                                                        ===========     ============
Proved developed reserves, December 31, 1998                                              153,076           488,947
                                                                                        ===========     ============

</TABLE>

     Proved oil and gas  reserves  are the  estimated  quantities  of crude oil,
     condensate  and  natural  gas  which   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 oil and gas reserves are reserves that can be expected to
     be recovered  through existing wells with existing  equipment and operating
     methods.  The above  estimated net  interests in proved  reserves are based
     upon  subjective   engineering   judgments  and  may  be  affected  by  the
     limitations inherent in such estimation. The process of estimating reserves
     is  subject  to  continual  revision  as  additional   information  becomes
     available  as  a  result  of  drilling,   testing,  reservoir  studies  and
     production history.  There can be no assurance that such estimates will not
     be materially revised in subsequent periods.

                                      F-14


<PAGE>


<TABLE>

<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


13.  STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS (UNAUDITED)
     --------------------------------------------------------------------

     The  standardized  measure of discounted  future net cash flows at December
     31,  1999 and 1998,  relating  to proved oil and gas  reserves is set forth
     below. The assumptions  used to compute the standardized  measure are those
     prescribed by the Financial Accounting Standards Board and, as such, do not
     necessarily  reflect the Company's  expectations  of actual  revenues to be
     derived  from those  reserves  nor their  present  worth.  The  limitations
     inherent in the reserve quantity  estimation process are equally applicable
     to the  standardized  measure  computations  since these  estimates are the
     basis for the valuation process.

                                                                                        YEAR ENDED DECEMBER 31,
                                                                                 -----------------------------------
                                                                                       1999               1998
                                                                                 --------------       --------------
<S>                                                                              <C>                  <C>

Future cash inflows                                                              $  17,316,000        $  2,386,000
Future development and production costs                                             (6,442,000)         (1,660,000)
                                                                                 --------------       --------------
Future net cash flows, before income tax                                            10,874,000             726,000
Future income taxes                                                                 (3,117,000)             (8,000)
                                                                                 --------------       --------------
Future net cash flows                                                                7,757,000             718,000
10% annual discount                                                                 (3,056,000)           (195,000)
                                                                                 --------------       --------------
Standardized measure of discounted future net cash flows                         $   4,701,000        $    523,000
                                                                                 ==============       =============

     Future net cash flows were computed  using year-end  prices and costs,  and
     year-end  statutory tax rates  (adjusted for  permanent  differences)  that
     relate to existing  proved oil and gas reserves at year end. The  following
     are  the  principal  sources  of  change  in the  standardized  measure  of
     discounted future net cash flows:

                                                                                        YEAR ENDED DECEMBER 31,
                                                                                 -----------------------------------
                                                                                   1999                  1998
                                                                                 --------------       --------------
Sales of oil and gas produced, net of production costs                           $    (473,000)       $   (168,000)
Purchase of minerals in place                                                        5,101,000              192,000
Net changes in prices and production costs                                           1,288,000             (742,000)
Revisions and other                                                                    (56,000)            (153,000)
Accretion of discount                                                                   52,000              100,000
Net change in income taxes                                                          (1,734,000)             300,000
                                                                                 --------------       --------------
     Net change                                                                      4,178,000             (471,000)
Balance, beginning of year                                                             523,000              994,000
                                                                                 --------------       --------------
Balance, end of year                                                             $   4,701,000        $     523,000
                                                                                 ==============       ==============
</TABLE>




                                  ************





                                      F-15