##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A-1
 þ
    
    Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2009.
 o
    
    Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File Number: 001-32624
 FIELDPOINT PETROLEUM CORPORATION
  Colorado
    
    84-0811034(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 (Address of Principal Executive Offices) (Zip Code)
 (Issuers Telephone Number, Including Area Code)
 
  Common Stock, $.01 Par Value
  o þ
 o
 Note
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  o þ
   e.g.,
 Exhibits




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TABLE OF CONTENTS  PART IITEM 1-BUSINESSITEM 1A RISK FACTORSITEM 1B.UNRESOLVED STAFF COMMENTSITEM 2-PROPERTIESITEM 3-LEGAL PROCEEDINGSITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5-MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERSITEM 6 SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.ITEM 11 EXECUTIVE COMPENSATIONITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND            MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR            INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESExhibit 31Exhibit 32Exhibit 99.1Exhibit 99.2    Table of Contents  
 PART I
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
 ITEM 1-
    
    BUSINESS
 General
   Business Strategy
  1




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Operations
  Market for Oil and Natural Gas
  Competition
  2




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Environmental Matters and Government Regulations
   Operational Hazards and Insurance
   Administration
   
 ITEM 1A
    
     RISK FACTORS.
 Oil and gas operations are risky.
  3




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A substantial decrease in oil and natural gas prices would have a material impact on us.
  *
    
    changes in the supply of and demand for oil and natural gas;*
    
    storage availability;*
    
    weather conditions;*
    
    market uncertainty;*
    
    domestic and foreign governmental regulations;*
    
    the availability and cost of alternative fuel sources;*
    
    the domestic and foreign supply of oil and natural gas;*
    
    the price of foreign oil and natural gas;*
    
    refining capacity;*
    
    political conditions in oil and natural gas producing regions,
including the Middle East; and*
    
    overall economic conditions.
  Our business will depend on transportation facilities owned by others.
  Market conditions could cause us to incur losses on our transportation contracts.
  4




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Estimating our reserves future net cash flows is difficult to do with any certainty.
   Acquiring interests in other properties involves substantial risks.
  *
    
    Value of the properties and likelihood of future production;*
    
    Recoverable reserves;*
    
    Operating costs;*
    
    Potential environmental and other liabilities;*
    
    Drilling and production difficulties; and*
    
    Other factors beyond our control
  5




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Operational risks in our business are numerous and could materially impact us.
   *
    
    Fires;*
    
    Explosions;*
    
    Blowouts;*
    
    Encountering formations with abnormal pressures;*
    
    Spills*
    
    Natural disasters;*
    
    Pipeline ruptures;*
    
    Cratering
  *
    
    injury or loss of life;*
    
    severe damage to or destruction of property, natural resources and
equipment;*
    
    pollution or other environmental damage;*
    
    clean-up responsibilities;*
    
    regulatory investigation and penalties; and*
    
    other losses resulting in suspension of our operations.
  We must comply with environmental regulations.
  6




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Environmental liabilities could adversely affect our business
  *
    
    from a well or drilling equipment at a drill site;*
    
    leakage from gathering systems, pipelines, transportation facilities and storage tanks;*
    
    damage to oil and natural gas wells resulting from accidents during normal operations; and*
    
    blowouts, cratering, and explosions.
  Competition in the oil and natural gas industry is intense, and we are smaller and have a more
limited operating history than many of our competitors.
  The oil and natural gas industry is highly competitive.
   7




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Governmental regulations can hinder production.
  Minority or royalty interest purchases do not allow us to control production completely.
  Environmental regulations can hinder production.
  Government regulations could increase our operating costs
  *
    
    Permits for drilling operations;*
    
    The production and disposal of water;*
    
    Reports concerning operations;*
    
    Unitization and pooling of properties;*
    
    Road and pipeline construction;*
    
    The spacing of wells;*
    
    Taxation;*
    
    Production rates;*
    
    The conservation of oil and natural gas; and*
    
    Drilling bonds.
 8




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ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS.
  
 ITEM 2- PROPERTIES
 Principal Oil and Natural Gas Interests
 Block A-49 and Block 6 Field, Andrews County, Texas
 South Vacuum Field, Lea County, New Mexico
 Spraberry Trend, Midland County, Texas
 Flying M Field, Lea County, New Mexico
 Sulimar Field, Chaves County, New Mexico
 Apache Field, Caddo County, Oklahoma
 North Bilbrey Field, Lea County, New Mexico
 9




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Longwood Field, Caddo Parish, Louisiana
 Lusk Field, Lea County, New Mexico
 Loving North Morrow Field, Eddy County, New Mexico
 Chickasha Field, Grady County, Oklahoma
 Hutt Wilcox Field, McMullen and Atascosa Counties, Texas
 West Allen Field, Pontotoc County, Oklahoma
 Giddings Field, Fayette County, Texas
 Big Muddy Field, Converse County, Wyoming
 Whisler Field, Campbell County, Wyoming
 Serbin Field, Lee and Bastrop Counties Texas
 10




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Tuleta West Field, Bee County Texas,
 Production
  Oil (bbl)
    
    
    Gas (mcf)Production by State
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Louisiana
    
    
    47
    
    
    
    78
    
    
    
    11,454
    
    
    
    12,951New Mexico
    
    
    12,301
    
    
    
    9,407
    
    
    
    88,942
    
    
    
    62,641Oklahoma
    
    
    27,960
    
    
    
    31,325
    
    
    
    16,942
    
    
    
    22,515Texas
    
    
    13,518
    
    
    
    8,101
    
    
    
    43,863
    
    
    
    36,876Wyoming
    
    
    5,231
    
    
    
    6,642
    
    
    
    
    
    
    
    TOTAL
    
    
    59,057
    
    
    
    55,553
    
    
    
    161,201
    
    
    
    134,983
  Productive Wells
   Oil
    
    
    GasState
    
    Gross(1)
    
    
    Net(2)
    
    
    Gross(1)
    
    
    Net(2)Louisiana
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    .24New Mexico
    
    
    6
    
    
    
    2.19
    
    
    
    7
    
    
    
    2.31Oklahoma
    
    
    219
    
    
    
    51.13
    
    
    
    37
    
    
    
    4.59Texas
    
    
    92
    
    
    
    35.67
    
    
    
    8
    
    
    
    4.15Wyoming
    
    
    5
    
    
    
    3.01
    
    
    
    
    
    
    
    Total
    
    
    322
    
    
    
    92.00
    
    
    
    54
    
    
    
    11.29
 11




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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. Drilling Activity
  Exploratory Wells
    
    
    Development WellsState
    
    Productive
    
    
    Dry
    
    
    Productive
    
    
    DryLouisiana
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    New Mexico
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Oklahoma
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Texas
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    Wyoming
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
 Reserves
 Proved Reserves Reporting
 Modernization of Oil and Gas Reporting
 
    
    Commodity prices.Economic producibility of reserves is now based on
the unweighted, arithmetic average of the closing price on the first
day of the month for the 12-month period prior to fiscal year end,
unless prices are defined by contractual arrangements;
    
    Undeveloped oil and gas reserves.Reserves may be classified as
proved undeveloped for undrilled areas beyond one offsetting
drilling unit from a producing well if there is reasonable certainty
that the quantities will be recovered;
    
    Reliable technology.The rules now permit the use of new
technologies to establish the reasonable certainty of proved reserves
if those technologies have been demonstrated empirically to lead to
reliable conclusions about reserves volumes;
 12




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
    
    Unproved reserves.Probable and possible reserves
may be disclosed separately on a voluntary basis;
    
    Preparation of reserves estimates.Disclosure is
required regarding the internal controls used to
assure objectivity in the reserves estimation process
and the qualifications of the technical person
primarily responsible for preparing reserves
estimates; and
    
    Third party reports.We are now required to file the
report of any third party used to prepare or audit
reserves our estimates.
  Estimated Proved Reserves/Developed and Undeveloped Reserves:
 Estimated Proved Reserves
 Proved Reserves
    
    Oil (Bbls)
    
    
    Gas (Mcf)Estimated quantity, January 1, 2008
    
    
    885,249
    
    
    
    2,743,261Revisions of previous estimates
    
    
    (10,483
    )
    
    
    (678,627
    )Extensions and discoveries
    
    
    70
    
    
    
    78,230Purchase of minerals in place
    
    
    117,476
    
    
    
    378,142Production
    
    
    (55,553
    )
    
    
    (134,983
    )Estimated quantity, December 31, 2008
    
    
    936,759
    
    
    
    2,386,023Revisions of previous estimates
    
    
    63,461
    
    
    
    22,295Extensions and discoveries
    
    
    47,470
    
    
    
    94,930Purchase of minerals in place
    
    
    214,550
    
    
    
    1,116,660Production
    
    
    (59,057
    )
    
    
    (161,201
    )Estimated quantity, December 31, 2009
    
    
    1,203,183
    
    
    
    3,458,707
 Proved Developed and Undeveloped Reserves
 Developed
    
    
    Undeveloped
    
    
    TotalOil (Bbls)December 31, 2009
    
    
    940,959
    
    
    
    262,224
    
    
    
    1,203,183December 31, 2008
    
    
    713,984
    
    
    
    222,775
    
    
    
    936,759Gas (Mcf)December 31, 2009
    
    
    2,740,721
    
    
    
    717,986
    
    
    
    3,458,707December 31, 2008
    
    
    1,802,767
    
    
    
    583,256
    
    
    
    2,386,023
 Proved Undeveloped Reserves During the fiscal year ended December 31, 2009, the Company added approximately 61,900 BOE to its proved undeveloped
reserves. This increase resulted from our development of a lower horizon in the Korczak Federal well in New Mexico,
which improved the status of an uncompleted higher zone in the same well to proved undeveloped reserves, and the
overall year-over-year increase in oil prices. During the year, we made no progress or investment in converting proved undeveloped reserves to proved developed
reserves. The Company has proved undeveloped reserves that have remained undeveloped for five years or more after disclosure as
proved undeveloped reserves. This is principally due to the fact that the Company is a non-operator of its properties
and must rely upon the operator to undertake development activities in which we would then participate as a working
interest owner. 13




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Effect of New Proved Reserves Reporting Requirements
   Preparation of Proved Reserves Estimates
     Technologies Used in Preparation of Proved Reserves Estimates
  14




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Reserves Sensitivity Analysis
  Oil and Gas Reserves Reported to Other Agencies:
 Title Examinations: Oil and Gas:
  Acreage
  15




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Developed
    
    
    UndevelopedState
    
    Gross(1)
    
    
    Net(2)
    
    
    Gross(1)
    
    
    Net(2)Louisiana
    
    
    320
    
    
    
    78
    
    
    
    
    
    
    
    New Mexico
    
    
    2,240
    
    
    
    820
    
    
    
    3,120
    
    
    
    970North Dakota
    
    
    
    
    
    
    
    
    
    
    800
    
    
    
    672Oklahoma
    
    
    8,826
    
    
    
    1,300
    
    
    
    200
    
    
    
    19Texas
    
    
    3,343
    
    
    
    1,201
    
    
    
    1,360
    
    
    
    1,000Wyoming
    
    
    560
    
    
    
    268
    
    
    
    2,306
    
    
    
    1,880Total
    
    
    15,289
    
    
    
    3,667
    
    
    
    7,786
    
    
    
    4,541
 
 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. 
 ITEM 3- LEGAL PROCEEDINGS
  
 ITEM 4- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  16




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PART II
 
 ITEM 5- MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
  CLOSING BIDFISCAL 2008
    
    HIGH
    
    
    LOWFirst Quarter
    
    
    1.39
    
    
    
    .88Second Quarter
    
    
    7.29
    
    
    
    1.07Third Quarter
    
    
    6.03
    
    
    
    2.00Fourth Quarter
    
    
    2.55
    
    
    
    1.40
 FISCAL 2009
    
    HIGH
    
    
    LOWFirst Quarter
    
    
    3.18
    
    
    
    1.18Second Quarter
    
    
    2.62
    
    
    
    1.46Third Quarter
    
    
    2.70
    
    
    
    1.59Fourth Quarter
    
    
    2.65
    
    
    
    1.88
  17




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Recent Sales of Unregistered Securities
 Issuer Purchases of Equity Securities
 (d)(c)
    
    Maximum number (orTotal number of
    
    approximate dollarshares (or units)
    
    value) of shares(a)
    
    
    
    
    
    purchased as part
    
    (or units) that mayTotal number of
    
    (b)
    
    of publicly
    
    yet be purchasedshares (or units)
    
    Average price paid
    
    announced plans or
    
    under the plans orPeriod
    
    purchased
    
    per share (or unit)
    
    programs
    
    programsJune 01,
2009 to December
31, 2009
    
    
    176,000
    
    
    $
    2.19
    
    
    
    176,000
    
    
    $
    385,228January 2, 2010 to
February 3, 2010
    
    
    50,000
    
    
    $
    2.37
    
    
    
    50,000
    
    
    $
    118,536Total
    
    
    226,000
    
    
    
    
    
    
    
    226,000
    
    
    $
    503,764
  18




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EQUITY COMPENSATION PLAN INFORMATION
 Number ofsecuritiesremainingavailable forfutureissuancesNumber of
    
    
    Weighted
    
    
    under equitysecurities to be
    
    
    average
    
    
    compensationissued upon
    
    
    exercise price
    
    
    plansexercise of
    
    
    of outstanding
    
    
    (excludingoutstanding
    
    
    options,
    
    
    securitiesoptions, warrants
    
    
    warrants and
    
    
    reflected inand rights
    
    
    rights
    
    
    column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation plans
approved by security holders
    
    
    
    
    
    
    
    
    
    
    Equity compensation plans not
approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    
 
 ITEM 6 SELECTED FINANCIAL DATA
  Years Ended December 31,Statements of Operations Data:
    
    2009
    
    
    2008Total revenues
    
    $
    3,910,043
    
    
    $
    6,593,299Operating expenses
    
    
    3,867,000
    
    
    
    5,492,926Net income
    
    
    1,235
    
    
    
    590,391Basic earnings per share
    
    $
    0.00
    
    
    $
    0.07Shares used in computing basic earnings per share
    
    
    8,503,693
    
    
    
    8,608,305Diluted earnings per share
    
    $
    0.00
    
    
    $
    0.07Shares used in computing diluted earnings per share
    
    
    8,503,693
    
    
    
    8,608,305
 December 31,Balance Sheet Data:
    
    2009
    
    
    2008Working capital
    
    $
    1,251,517
    
    
    $
    1,388,981Total assets
    
    
    18,184,311
    
    
    
    12,792,802Total liabilities
    
    
    9,509,230
    
    
    
    3,733,728Stockholders equity
    
    
    8,675,081
    
    
    
    9,059,074
 19




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
  Overview
  Results of Operations
 Years Ended December 31,2009
    
    
    2008Revenues:Oil sales
    
    $
    3,194,281
    
    
    $
    5,396,627Natural gas sales
    
    
    623,497
    
    
    
    1,067,610Total
    
    $
    3,817,778
    
    
    $
    6,464,237Sales volumes:Oil (Bbls)
    
    
    59,057
    
    
    
    55,553Natural gas (Mcf)
    
    
    161,201
    
    
    
    134,983Total (BOE)
    
    
    85,924
    
    
    
    78,050Average sales pricesOil ($/Bbl)
    
    $
    54.09
    
    
    $
    97.14Natural gas ($/Mcf)
    
    
    3.87
    
    
    
    7.91Total ($/BOE)
    
    $
    44.43
    
    
    $
    82.82Costs and expenses ($/BOE)Lease operating
    
    $
    17.69
    
    
    $
    23.82Production taxes
    
    
    3.35
    
    
    
    6.05Depletion and depreciation
    
    
    10.22
    
    
    
    14.81Impairment of oil and natural gas properties
    
    
    
    
    
    
    15.65Accretion of discount on asset retirement obligations
    
    
    0.68
    
    
    
    0.56General and administrative
    
    
    13.07
    
    
    
    9.49Total
    
    $
    45.01
    
    
    $
    70.38
 20




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Revenues
  Lease Operating Expenses
  Production Taxes
  Depletion and Depreciation
  Impairment of Oil and Natural Gas Properties
  General and Administrative Expense
  Other Income (Expense)
  21




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Liquidity and Capital Resources
   Capital Requirements
   22




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Contractual Obligations and Commitments
  Obligation Due in Period
 Cash Contractual Obligations
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    Total(in thousands)Credit facility (secured)
    
    $
    
    
    
    $
    
    
    
    $
    6,745
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    6,745Interest on credit facility
    
    
    270
    
    
    
    270
    
    
    
    236
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    776Total
    
    $
    270
    
    
    $
    270
    
    
    $
    6,981
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    7,521
 Off-Balance Sheet Arrangements
  23




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Critical Accounting Policies and Estimates
  Successful Efforts Method of Accounting
   24




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Reserve Estimates
  Impairment of Oil and Natural Gas Properties
  Reporting Requirements
  25




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Recently Issued Accounting Pronouncements
  Business Combinations
 Subsequent Events
 Modernization of Oil and Gas Reporting
 
    
    Commodity prices. Economic producibility of reserves is now based on the
unweighted, arithmetic average of the closing price on the first day of the month for the
12-month period prior to fiscal year end, unless prices are defined by contractual
arrangements;
 
    
    Undeveloped oil and gas reserves. Reserves may be classified as proved
undeveloped for undrilled areas beyond one offsetting drilling unit from a producing
well if there is reasonable certainty that the quantities will be recovered;
 
    
    Reliable technology. The rules now permit the use of new technologies to
establish the reasonable certainty of proved reserves if those technologies have been
demonstrated empirically to lead to reliable conclusions about reserves volumes;
 26




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##### Table of Contents




    
    Unproved reserves. Probable and possible reserves may be disclosed
separately on a voluntary basis;
 
    
    Preparation of reserves estimates. Disclosure is required regarding the
internal controls used to assure objectivity in the reserves estimation process and the
qualifications of the technical person primarily responsible for preparing reserves
estimates; and
 
    
    Third-party reports. We are now required to file the report of any third
party used to prepare or audit our reserves or estimates.
 Oil and Gas Reserve Estimation and Disclosures
  27




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ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 Index to Financial Statements
 PageReport of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets
    
    
    F-3Consolidated Statements of Operations
    
    
    F-4Consolidated Statements of Changes in Stockholders Equity
    
    
    F-5Consolidated Statements of Cash Flows
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7Supplemental Oil and Natural Gas Information (Unaudited)
    
    
    F-19
  F-1




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     /s/HEIN& ASSOCIATES LLP
 
 F-2




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FIELDPOINT PETROLEUM CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
 December 31,2009
    
    
    2008ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    657,942
    
    
    $
    423,632Short-term investments
    
    
    44,605
    
    
    
    554,852Accounts receivable:Oil and natural gas sales
    
    
    707,026
    
    
    
    368,447Joint interest billings, less allowance for doubtful accounts
of $99,192 each period
    
    
    220,550
    
    
    
    191,486Income taxes receivable
    
    
    90,323
    
    
    
    274,900Deferred income tax asset-current
    
    
    37,000
    
    
    
    75,500Prepaid expenses and other current assets
    
    
    101,949
    
    
    
    54,744Total current assets
    
    
    1,859,395
    
    
    
    1,943,561PROPERTY AND EQUIPMENT:Oil and natural gas properties (successful efforts method)
    
    
    23,910,782
    
    
    
    17,557,107Other equipment
    
    
    89,248
    
    
    
    89,248Less accumulated depletion and depreciation
    
    
    (7,675,114
    )
    
    
    (6,797,114
    )Net property and equipment
    
    
    16,324,916
    
    
    
    10,849,241Total assets
    
    $
    18,184,311
    
    
    $
    12,792,802LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable and accrued expenses
    
    $
    428,512
    
    
    $
    412,895Oil and natural gas revenues payable
    
    
    179,366
    
    
    
    141,685Total current liabilities
    
    
    607,878
    
    
    
    554,580LONG-TERM DEBT
    
    
    6,744,755
    
    
    
    1,699,125DEFERRED INCOME TAXES
    
    
    831,595
    
    
    
    705,000ASSET RETIREMENT OBLIGATION
    
    
    1,325,002
    
    
    
    775,023Total liabilities
    
    
    9,509,230
    
    
    
    3,733,728COMMITMENTS(Note 9)STOCKHOLDERS EQUITY:Common stock, $.01 par value, 75,000,000 shares authorized;
8,910,175 shares issued, each period; 8,370,175 and 8,546,175
outstanding, respectively
    
    
    89,101
    
    
    
    89,101Additional paid-in capital
    
    
    4,573,580
    
    
    
    4,573,580Retained earnings
    
    
    4,789,790
    
    
    
    4,788,555Treasury stock, 540,000 and 364,000 shares, respectively, at cost
    
    
    (777,390
    )
    
    
    (392,162
    )Total stockholders equity
    
    
    8,675,081
    
    
    
    9,059,074Total liabilities and stockholders equity
    
    $
    18,184,311
    
    
    $
    12,792,802
 See accompanying notes to these consolidated financial statements.
 F-3




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 December 31,2009
    
    
    2008REVENUE:Oil and natural gas sales
    
    $
    3,817,778
    
    
    $
    6,464,237Well operational and pumping fees
    
    
    68,265
    
    
    
    88,062Disposal fees
    
    
    24,000
    
    
    
    41,000Total revenue
    
    
    3,910,043
    
    
    
    6,593,299COSTS AND EXPENSES:Lease operating
    
    
    1,520,421
    
    
    
    1,859,319Production taxes
    
    
    287,651
    
    
    
    471,752Depletion and depreciation
    
    
    878,000
    
    
    
    1,155,237Impairment of oil and natural gas properties
    
    
    
    
    
    
    1,221,775Accretion of discount on asset retirement obligations
    
    
    58,000
    
    
    
    44,000General and administrative
    
    
    1,122,928
    
    
    
    740,843Total costs and expenses
    
    
    3,867,000
    
    
    
    5,492,926OPERATING INCOME
    
    
    43,043
    
    
    
    1,100,373OTHER INCOME (EXPENSE):Interest income
    
    
    3,229
    
    
    
    17,322Interest expense
    
    
    (128,168
    )
    
    
    (156,197
    )Unrealized loss on short-term investments
    
    
    
    
    
    
    (289,857
    )Realized gain on short-term investments
    
    
    73,463
    
    
    
    Miscellaneous income
    
    
    49,066
    
    
    
    32,250Total other income (expense)
    
    
    (2,410
    )
    
    
    (396,482
    )INCOME BEFORE INCOME TAXES
    
    
    40,633
    
    
    
    703,891Income tax provision  current
    
    
    125,559
    
    
    
    (237,700
    )Income tax provision  deferred
    
    
    (164,957
    )
    
    
    124,200TOTAL INCOME TAX PROVISION
    
    
    (39,398
    )
    
    
    (113,500
    )NET INCOME
    
    $
    1,235
    
    
    $
    590,391EARNINGS PER SHARE:BASIC
    
    $
    0.00
    
    
    $
    0.07DILUTED
    
    $
    0.00
    
    
    $
    0.07WEIGHTED AVERAGE SHARES OUTSTANDING:Basic
    
    
    8,503,693
    
    
    
    8,608,305Diluted
    
    
    8,503,693
    
    
    
    8,608,305
 See accompanying notes to these consolidated financial statements.
 F-4




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
  AdditionalCommon Stock
    
    
    Paid-in
    
    
    Retained
    
    
    Treasury StockShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Shares
    
    
    Amount
    
    
    TotalBALANCES, January 1, 2008
    
    
    8,910,175
    
    
    $
    89,101
    
    
    $
    4,571,809
    
    
    $
    4,198,164
    
    
    
    295,000
    
    
    $
    (242,406
    )
    
    $
    8,616,668Purchase of treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69,000
    
    
    
    (149,756
    )
    
    
    (149,756
    )Share based compensation
    
    
    
    
    
    
    
    
    
    
    1,771
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,771Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    590,391
    
    
    
    
    
    
    
    
    
    
    
    590,391BALANCES, December 31, 2008
    
    
    8,910,175
    
    
    
    89,101
    
    
    
    4,573,580
    
    
    
    4,788,555
    
    
    
    364,000
    
    
    
    (392,162
    )
    
    
    9,059,074Purchase of treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    176,000
    
    
    
    (385,228
    )
    
    
    (385,228
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,235
    
    
    
    
    
    
    
    
    
    
    
    1,235BALANCES, December 31, 2009
    
    
    8,910,175
    
    
    $
    89,101
    
    
    $
    4,573,580
    
    
    $
    4,789,790
    
    
    
    540,000
    
    
    $
    (777,390
    )
    
    $
    8,675,081
 See accompanying notes to these consolidated financial statements.
 F-5




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 December 31,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,235
    
    
    $
    590,391Adjustments to reconcile net income to net cash provided by
operating activities:Unrealized loss on short-term investments
    
    
    
    
    
    
    289,857Proceeds from sale of short term investments
    
    
    585,139
    
    
    
    Realized gain on sale of short term investments
    
    
    (73,463
    )
    
    
    Depletion and depreciation
    
    
    878,000
    
    
    
    1,155,237Impairment of oil and gas properties
    
    
    
    
    
    
    1,221,775Deferred income taxes
    
    
    164,957
    
    
    
    (124,200
    )Accretion of discount on asset retirement obligations
    
    
    58,000
    
    
    
    44,000Share-based compensation
    
    
    
    
    
    
    1,771Changes in assets and liabilities:Accounts receivable
    
    
    (367,643
    )
    
    
    170,469Income taxes receivable
    
    
    184,577
    
    
    
    (157,300
    )Prepaid expenses and other current assets
    
    
    (47,205
    )
    
    
    (22,874
    )Accounts payable and accrued expenses
    
    
    15,617
    
    
    
    (175,016
    )Oil and natural gas revenues payable
    
    
    37,681
    
    
    
    5,248Other
    
    
    (1,291
    )
    
    
    (124
    )Net cash provided by operating activities
    
    
    1,435,604
    
    
    
    2,999,234CASH FLOWS FROM INVESTING ACTIVITIES:Additions to oil and natural gas properties
    
    
    (464,117
    )
    
    
    (712,038
    )Acquisitions of oil and natural gas properties
    
    
    (5,400,630
    )
    
    
    (1,365,101
    )Purchase of short-term investments
    
    
    
    
    
    
    (43,176
    )Other
    
    
    3,051
    
    
    
    Net cash used in investing activities
    
    
    (5,861,696
    )
    
    
    (2,120,315
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from long-term debt
    
    
    5,100,630
    
    
    
    Repayments of long-term debt
    
    
    (55,000
    )
    
    
    (1,790,000
    )Purchase of treasury shares
    
    
    (385,228
    )
    
    
    (149,756
    )Net cash provided by (used in) financing activities
    
    
    4,660,402
    
    
    
    (1,939,756
    )NET INCREASE (DECREASE) IN CASH
    
    
    234,310
    
    
    
    (1,060,837
    )CASH, beginning of year
    
    
    423,632
    
    
    
    1,484,469CASH, end of the year
    
    $
    657,942
    
    
    $
    423,632SUPPLEMENTAL INFORMATION:Cash paid during the year for interest
    
    $
    128,168
    
    
    $
    156,197Cash paid during the year for income taxes
    
    $
    
    
    
    $
    350,000
 See accompanying notes to these consolidated financial statements.
 F-6




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies
 Organization and Nature of Operations
  Consolidation Policy
  Cash and Cash Equivalents
  Short Term Investments
  Oil and Natural Gas Properties
  2009
    
    
    2008Mineral interests in properties:Unproved properties
    
    $
    969,771
    
    
    $
    919,771Proved properties
    
    
    17,014,561
    
    
    
    12,428,793Equipment and facilities
    
    
    5,926,450
    
    
    
    4,208,543Total costs
    
    
    23,910,782
    
    
    
    17,557,107Less accumulated depletion and depreciation
    
    
    (7,675,114
    )
    
    
    (6,717,432
    )$
    16,235,668
    
    
    $
    10,839,675
  F-7




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Accounting for the Impairment or Disposal of Long-Lived Assets
  Oil and Natural Gas Sales Receivable
  F-8




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Joint Interest Billings Receivable and Oil and Natural Gas Revenues Payable
     Other Property
  Asset Retirement Obligations
  F-9




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2009
    
    
    2008Asset retirement obligation at January 1,
    
    $
    775,023
    
    
    $
    676,344Accretion of discount
    
    
    58,000
    
    
    
    44,000Liabilities incurred during the year
    
    
    491,979
    
    
    
    54,679Liabilities settled during the year
    
    
    
    
    
    
    Asset retirement obligation at December 31,
    
    $
    1,325,002
    
    
    $
    775,023
 Income Taxes
  Production Taxes and Ad Valorem Taxes
  Use of Estimates and Certain Significant Estimates
   F-10




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Revenue Recognition
    Comprehensive Income
  Share-Based Compensation
  Fair Value Measurement
 Fair Value Measurements
  F-11




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
    
    Level 1  Valuation inputs are unadjusted quoted market prices for identical assets or
liabilities in active markets.
    
    Level 2  Valuation inputs are quoted prices for identical assets or liabilities in
markets that are not active, quoted market prices for similar assets and liabilities in
active markets and other observable inputs directly or indirectly related to the asset or
liability being measured.
    
    Level 3  Valuation inputs are unobservable and significant to the fair value
measurement.
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalDecember 31, 2009:Short-term investments
    
    $
    44,605
    
    
    $
    
    
    
    $
    
    
    
    $
    44,605December 31, 2008:Short-term investments
    
    $
    554,852
    
    
    $
    
    
    
    $
    
    
    
    $
    554,852
 Subsequent Events
  Financial Instruments
   Recently Issued Accounting Pronouncements
  Business Combinations Business Combinations
 F-12




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Subsequent Events
 Modernization of Oil and Gas Reporting
 
    
    Commodity prices. Economic producibility of reserves is now based on the unweighted,
arithmetic average of the closing price on the first day of the month for the 12-month
period prior to fiscal year end, unless prices are defined by contractual arrangements;
    
    Undeveloped oil and gas reserves. Reserves may be classified as proved undeveloped
for undrilled areas beyond one offsetting drilling unit from a producing well if there is
reasonable certainty that the quantities will be recovered;
    
    Reliable technology. The rules now permit the use of new technologies to establish
the reasonable certainty of proved reserves if those technologies have been demonstrated
empirically to lead to reliable conclusions about reserves volumes;
    
    Unproved reserves. Probable and possible reserves may be disclosed separately on a
voluntary basis;
    
    Preparation of reserves estimates. Disclosure is required regarding the internal
controls used to assure objectivity in the reserves estimation process and the
qualifications of the technical person primarily responsible for preparing reserves
estimates; and
    
    Third-party reports. We are now required to file the report of any third party used
to prepare or audit our reserves or estimates.
 Oil
and Gas Reserve Estimation and Disclosures
 F-13




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   2.
    
    Acquisition of Oil and Natural Gas Properties
   Purchase price:Cash consideration
    
    $
    1,000,630Asset retirement obligation assumed
    
    
    73,979Total purchase price
    
    $
    1,074,609Estimated fair value of oil and natural gas properties:Unproved leasehold
    
    $
    50,000Proved leasehold
    
    
    100,000Wells and related equipment and facilities
    
    
    924,609$
    1,074,609
  F-14




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Purchase price:Cash consideration
    
    $
    4,400,000Asset retirement obligation assumed
    
    
    418,000Total purchase price
    
    $
    4,818,000Estimated fair value of oil and natural gas properties:Unproved leasehold
    
    $
    Proved leasehold
    
    
    3,418,000Wells and related equipment and facilities
    
    
    1,400,000$
    4,818,000
  Year
    
    
    YearEnded
    
    
    EndedDecember 31,
    
    
    December 31,2009
    
    
    2008Revenues
    
    $
    4,595,430
    
    
    $
    8,955,018Net income (loss)
    
    $
    (65,342
    )
    
    $
    201,735Earnings (loss) per share  basic
    
    $
    (0.01
    )
    
    $
    0.05Earnings (loss) per share  diluted
    
    $
    (0.01
    )
    
    $
    0.05
  3.
    
    Related Party Transactions
  4.
    
    Line of Credit
  F-15




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  5. Income Taxes
  2009
    
    
    2008Current:Federal (benefit)
    
    $
    (133,000
    )
    
    $
    195,700State
    
    
    7,441
    
    
    
    42,000Total current
    
    
    (125,559
    )
    
    
    237,700Deferred:Federal (benefit)
    
    
    164,957
    
    
    
    (124,200
    )State
    
    
    
    
    
    
    Total deferred (benefit)
    
    
    164,957
    
    
    
    (124,200
    )Total income tax provision
    
    $
    39,398
    
    
    $
    113,500
  2009
    
    
    2008Statutory
    
    $
    13,815
    
    
    $
    239,322State taxes, net of federal benefit
    
    
    1,219
    
    
    
    21,117Other differences
    
    
    24,364
    
    
    
    (146,939
    )Total income tax expense
    
    $
    39,398
    
    
    $
    113,500
 F-16




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   December 31,2009
    
    
    2008Deferred tax assets:Asset retirement obligation
    
    $
    268,000
    
    
    $
    247,000Unrealized loss on marketable securities
    
    
    
    
    
    
    39,000Depletion carryover
    
    
    8,000
    
    
    
    8,000Allowance for doubtful accounts
    
    
    36,000
    
    
    
    36,000Accrued compensation and other
    
    
    47,400
    
    
    
    500Total deferred tax assets
    
    
    359,400
    
    
    
    330,500Deferred tax liability:Difference in depreciation, depletion and
capitalization methods  oil and gas
properties
    
    
    (1,153,995
    )
    
    
    (960,000
    )Total deferred tax liabilities
    
    
    (1,153,995
    )
    
    
    (960,000
    )Net deferred tax liability
    
    $
    (794,595
    )
    
    $
    (629,500
    )
 Accounting for Uncertainty in Income Taxes
   6. Earnings Per Share
  F-17




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31,2009
    
    
    2008Numerator:Numerator for basic and diluted net income per share
    
    $
    1,235
    
    
    $
    590,391Denominator:Denominator
for basic net income per share 
weighted average shares
    
    
    8,503,693
    
    
    
    8,910,175Denominator for diluted net income per shareWeighted average shares outstanding
    
    
    8,503,693
    
    
    
    8,910,175Dilutive effect of stock options, treasury method
    
    
    
    
    
    
    Diluted weighted average shares
    
    
    8,503,693
    
    
    
    8,910,175Basic net income per share
    
    $
    0.00
    
    
    $
    0.07Diluted net income per share
    
    $
    0.00
    
    
    $
    0.07
 7. Stockholders Equity
  8. Environmental Issues
  9. Commitments
   F-18




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##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  10. Supplemental Information on Oil and Gas Producing Activities (Unaudited)
  Years Ended December 31,2009
    
    
    2008Costs incurred in oil and natural gas producing activities:Acquisition of unproved properties
    
    $
    50,000
    
    
    $
    69,771Acquisition of proved properties
    
    
    5,350,630
    
    
    
    1,295,330Exploration costs
    
    
    
    
    
    
    Development costs
    
    
    464,117
    
    
    
    712,038Total costs incurred
    
    $
    5,864,747
    
    
    $
    2,077,139
  Years Ended December 31,2009
    
    
    2008Oil and natural gas sales
    
    $
    3,817,778
    
    
    $
    6,464,237Well operational and pumping fees
    
    
    68,265
    
    
    
    88,062Disposal fee revenue
    
    
    24,000
    
    
    
    41,000Production costs
    
    
    (1,808,072
    )
    
    
    (2,331,071
    )Exploration expense
    
    
    
    
    
    
    Depletion and depreciation expense
    
    
    (870,000
    )
    
    
    (1,147,237
    )Impairment expense
    
    
    
    
    
    
    (1,221,775
    )Accretion of discount on asset retirement obligations
    
    
    (58,000
    )
    
    
    (44,000
    )Income tax expense
    
    
    (430,000
    )
    
    
    (638,000
    )Results of operations
    
    $
    743,971
    
    
    $
    1,211,216
  F-19




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##### Table of Contents



FIELDPOINT
PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Oil (Barrels)
    
    
    Gas (MCF)Balance, January 1, 2008
    
    
    885,249
    
    
    
    2,743,261Revisions of previous estimates
    
    
    (10,483
    )
    
    
    (678,627
    )Extensions and discoveries
    
    
    70
    
    
    
    78,230Purchase of minerals in place
    
    
    117,476
    
    
    
    378,142Production
    
    
    (55,553
    )
    
    
    (134,983
    )Balance, December 31, 2008
    
    
    936,759
    
    
    
    2,386,023Revisions of previous estimates
    
    
    63,461
    
    
    
    22,295Extensions and discoveries
    
    
    47,470
    
    
    
    94,930Purchase of minerals in place
    
    
    214,550
    
    
    
    1,116,660Production
    
    
    (59,057
    )
    
    
    (161,201
    )Balance, December 31, 2009
    
    
    1,203,183
    
    
    
    3,458,707Proved developed reserves, December 31, 2009
    
    
    940,959
    
    
    
    2,740,721Proved developed reserves, December 31, 2008
    
    
    713,984
    
    
    
    1,802,767
  Year Ended December 31, 2008
  Year Ended December 31, 2009
  F-20




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##### Table of Contents



FIELDPOINT
PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  11. Standardized Measure of Discounted Future Net Cash Flows (Unaudited)
      F-21




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##### Table of Contents



FIELDPOINT
PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Years Ended December 31,2009
    
    
    2008Future cash inflows
    
    $
    78,571
    
    
    $
    52,368Future production costs
    
    
    (31,645
    )
    
    
    (19,584
    )Future development cost
    
    
    (3,401
    )
    
    
    (3,434
    )Future income taxes
    
    
    (12,294
    )
    
    
    (8,437
    )Future net cash flows
    
    
    31,231
    
    
    
    20,91310% annual discount
    
    
    (15,233
    )
    
    
    (10,711
    )Standardized measure of discounted future net cash flows
    
    $
    15,998
    
    
    $
    10,202
   Years Ended December 31,2009
    
    
    2008Balance, beginning of year
    
    $
    10,202
    
    
    $
    25,843Sales of oil and natural gas produced, net of production costs
    
    
    (2,010
    )
    
    
    (4,133
    )Purchase of minerals in place
    
    
    5,599
    
    
    
    2,244Extensions and discoveries
    
    
    884
    
    
    
    163Net changes in prices and production costs
    
    
    1,348
    
    
    
    (21,740
    )Net changes in future development costs
    
    
    25
    
    
    
    (1,920
    )Revisions and other changes
    
    
    881
    
    
    
    (1,303
    )Accretion of discount
    
    
    1,485
    
    
    
    3,247Net change in income taxes
    
    
    (2,416
    )
    
    
    7,801Balance, end of year
    
    $
    15,998
    
    
    $
    10,202
 12. Subsequent Event (Unaudited)
  F-22




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ITEM 9
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 a)
    
    The Companys Principal Executive Officer and Principal Financial
Officer, Ray Reaves, has established and is currently maintaining
disclosure controls and procedures for the Company. The disclosure
controls and procedures have been designed to provide reasonable
assurance that the information required to be disclosed by the Company
in reports that it files under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified
in the rules and forms of the SEC and to ensure that information
required to be disclosed by the Company is accumulated and
communicated to the Companys management as appropriate to allow
timely decisions regarding required disclosure.The Principal Executive Officer and Principal Financial Officer
conducted a review and evaluation of the effectiveness of the
Companys disclosure controls and procedures and has concluded, based
on his evaluation as of the end of the period covered by this Report,
that our disclosure controls and procedures are effective to provide
reasonable assurance that information required to be disclosed in the
reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified
in the Commissions rules and forms and to ensure that the information
required to be disclosed by the Company is accumulated and
communicated to management, including our principal executive officer
and our principal financial officer, to allow timely decisions
regarding required disclosure.b)
    
    There has been no change in our internal control over financial
reporting during the fourth quarter ended December 31, 2009 that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
  28




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Managements Report on Internal Control Over Financial Reporting
        
 ITEM 9B. OTHER INFORMATION
  29




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PART III
 
 ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 (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 ServedRay D. Reaves
    
    
    48
    
    
    Director, President,
Chairman, Chief
Executive Officer
    
    May 1997-presentRoger D. Bryant
    
    
    67
    
    
    Director
    
    July 1997-presentKarl W. Reimers
    
    
    68
    
    
    Director
    
    October 2004-presentDan Robinson
    
    
    62
    
    
    Director
    
    August 2004-presentDebra Funderburg
    
    
    51
    
    
    Director
    
    February 2006  present
    30




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##### Table of Contents



a.
    
    had any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time;b.
    
    been convicted in a criminal proceeding or subject to a pending criminal proceeding;c.
    
    been subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement in
any type of business, securities or banking activities; ord.
    
    been found by a court of competent jurisdiction in a civil action, the Commission
or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended,
or vacated.
  31




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##### Table of Contents



Meetings and Committees of the Board of Directors
 .
   .
   Audit Committee
  
    -
    
    reviews with management, the external consultants and the independent auditors policies
and procedures with respect to internal controls;
 32




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-
    
    reviews significant accounting matters;-
    
    approves any significant changes in accounting principles of financial reporting practices;-
    
    reviews independent auditor services; and-
    
    Recommends to the board of directors the firm of independent auditors to audit our
consolidated financial statements.
   Audit Committee Report
  By the Audit Committee
Karl Reimers
Dan Robinson
Roger Bryant
 Compensation Advisory Committee
  
   33




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##### Table of Contents



-
    
    Recommends to the board of directors the compensation and cash bonus
opportunities based on the achievement of objectives set by the
compensation advisory committee with respect to our chairman of the
board and president, our chief executive officer and the other
executive officers;-
    
    administers our compensation plans for the same executives;-
    
    determines equity compensation for all employees;-
    
    reviews and approves the cash compensation and bonus objectives for
the executive officers; and-
    
    reviews various matters relating to employee compensation and benefits.
 Nomination Committee
  
     Shareholder Communications
  34




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##### Table of Contents



Code of Ethics
 http://www.fppcorp.com
 COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
  
 ITEM 11 EXECUTIVE COMPENSATION
 COMPENSATION DISCUSSION AND ANALYSIS
 Introduction.
 Compensation Committee.
 35




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##### Table of Contents



Compensation Philosophy and Objectives.
 Committee Process.
  Role of Executive Officers in Compensation Decisions.
 Market-Based Compensation Strategy. T
 
    
    Pay levels are evaluated and calibrated relative to other
companies of comparable size operating in the oil and gas
exploration business (the Peer Group) as the primary
market reference point. In addition, general industry data
is reviewed as an additional market reference and to ensure
robust competitive data.
    
    Target total direct compensation (target total cash
compensation plus the annualized expected value of
long-term incentives) levels for NEOs are calibrated
relative to the Peer Group.
 36




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
    
    Base salary and target total cash compensation levels (base
salary plus target annual incentive) for NEOs are
calibrated to the Peer Group.
    
    The long-term incentive component of the executive
compensation program is discretionary and viewed in light
of the target total direct compensation level.
  Total Direct Compensation
   Components of Compensation.
 Base Salary.
  
    
    job level and responsibilities,
    
    relevant experience,
    
    individual performance,
    
    recent corporate performance.
  37




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38




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SUMMARY COMPENSATION TABLE
 Name
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Nonqualifiedand
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non equity
    
    
    DeferredPrincipal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Options
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherPosition
    
    Year
    
    
    Salary ($)
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalRay D.
Reaves, CEO,
President
    
    
    2009
    
    
    $
    225,000
    
    
    $
    45,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    270,750Ray D.
Reaves, CEO,
President
    
    
    2008
    
    
    $
    225,000
    
    
    $
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    250,000Ray D.
Reaves, CEO,
President
    
    
    2007
    
    
    $
    192,000
    
    
    $
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    242,000
  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE
 Option Awards
    
    
    Stock AwardsEquityIncentiveEquity
    
    
    PlanIncentive
    
    
    Awards;Plan
    
    
    Market orEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards;
    
    
    PayoutIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value ofPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unearned
    
    
    UnearnedAwards;
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares,
    
    
    Shares,Number of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Market
    
    
    Units or
    
    
    Units orSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Value of
    
    
    Other
    
    
    OtherUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Shares of
    
    
    Rights
    
    
    RightsUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Stock That
    
    
    Units That
    
    
    That Have
    
    
    That HaveOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Exercise
    
    
    Have Not
    
    
    Have Not
    
    
    Not
    
    
    NotName

    


    Exercisable
    

    Unexercisable
    
    Options
    
    
    Price
    
    
    Date
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedRay
Reaves
    
    
    - 0 -
    
    
    
    - 0 -
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    - 0 -
    
    
    
    
    
    
    
    
    
    
    
    
 39




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DIRECTOR COMPENSATION TABLE
 Fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NonqualifiedEarned
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    Deferredor Paid
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName
    
    in Cash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalRoger Bryant
    
    $
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,500
    
    
    $
    11,500Karl Reimers
    
    $
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,000Dan Robinson
    
    $
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,000Debra Funderburg
    
    $
    17,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    17,000
 Option Grants Table
  40




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ITEM 12
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  *
    
    each person who beneficially owns more than 5% of the common stock;*
    
    each of our executive officers named in the Management section;*
    
    each of our Directors; and*
    
    all executive officers and Directors as a group.
  Name and Address
    
    Amount and NatureOf Beneficial Owner(2)
    
    of Beneficial Owner
    
    
    Percent of Class(1)Ray D. Reaves
    
    
    3,180,000
    (3)
    
    
    35.7
    %Roger D. Bryant
    
    
    26,000
    
    
    
    *Dan Robinson
    
    
    96,000
    
    
    
    1.1
    %Karl Reimers
    
    
    62,000
    
    
    
    *Debbie Funderburg
    
    
    16,000
    
    
    
    *All Officers and Directors as a Group
(6 persons)
    
    
    3,380,000
    
    
    
    37.9
    %
 
 *
    
    indicates less than 1%(1)
    
    The percentages shown are calculated based upon 8,910,175 shares of common
stock issued at March 30, 2010. In calculating the percentage of ownership, unless as otherwise
indicated, all shares of common stock that the identified person or group had the right to acquire
within 60 days of the date of this Proxy Statement upon the exercise of options and warrants or
conversion of notes are deemed to be outstanding for the purpose of computing the percentage of
shares of common stock owned by such person or group, but are not deemed to be outstanding for the
purpose of computing the percentage of the shares of common stock owned by any other person.(2)
    
    Unless otherwise stated, the beneficial owners address is 1703 Edelweiss
Drive, Cedar Park, Texas 78613.(3)
    
    Includes 160,000 shares held by Bass Petroleum, Inc., of which Mr. Reaves is
executive officer. Mr. Reaves disclaims beneficial ownership of these shares for purposes of
Section 16 of the Exchange Act. 41




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##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    2009
    
    
    2008Audit fees  audit of annual financial statements and review of
financial statements included in our quarterly reports, services
normally provided by the accountant in connection with statutory
and regulatory filings.
    
    $
    88,700
    
    
    $
    82,200Audit-related fees  related to the performance of audit or review
of financial statements not reported under audit fees above
    
    
    52,800
    
    
    
    Tax fees  tax compliance, tax advice and tax planning
    
    
    17,700
    
    
    
    20,600All other fees  services provided by our principal accountants
other than those identified above
    
    
    

    
    
    
    Total fees paid or accrued to our principal accountants
    
    $
    159,200
    
    
    $
    102,800
 42




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##### Table of Contents



ITEM 15
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  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 Bank (incorporated by reference to the Companys Annual
Report on Form 10-KSB for the year ended December 31, 1999,
as filed with the Commission on March 22, 2000.)4.3
    
    Indenture (Term Loan) dated August 18, 1999 by and among the Company and Union
Planters Bank (incorporated by reference to the Companys Annual
Report on Form 10-KSB for the year ended December 31, 1999,
as filed with the Commission on March 22, 2000.)10.1
    
    Consulting Agreement dated May 9, 2000 between FieldPoint Petroleum Corp. and
Parrish Brian & Co. (incorporated by reference to the Companys 10QSB/A for the
quarter ended September 30, 2000)10.2
    
    Executive Employment Agreement, dated March 28, 2001, by and among FieldPoint
Petroleum Corp. and Ray D. Reaves (incorporated by reference to the Companys
10KSB for the year ended December 31, 2000.)10.3
    
    Credit Agreement (Revolving Credit Note) dated December 14, 2000 by and among
FieldPoint Petroleum Corp. and Union Planters Bank (incorporated by reference to
the Companys 10KSB for the year ended December 31, 2000.)10.4
    
    Audit Committee Charter adopted by the Company on March 28, 2001(incorporated by
reference to the Companys 10KSB for the year ended December 31, 2000.)10.5
    
    Consulting Agreement dated November 13, 2001 between FieldPoint Petroleum Corp.
and TRG Group LLC. (incorporated by reference to the Companys 10QSB for the
quarter ended September 30, 2001)10.7
    
    Loan and Security Agreement with CitiBank, N.A., dated October 18, 2006
(incorporated by reference from the Companys current report on Form 8k dated
October 18, 2006 as filed with the Commission on October 20, 2006.)10.6
    
    Lease Assignment from PXP Gulf Coast, Inc., dated March 11, 2004, incorporated by
reference from the Companys Current Report on Form 8-K dated March 11, 2004, as
filed
 43




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##### Table of Contents



with the Commission on March 26, 2004.
 14.
    
    Code of Ethics (incorporated by reference to the Companys Annual Report on Form
10-KSB for the year ended December 31, 2003 as filed with the Commission on April
14, 2004.)31.
    
    Certification required by Section 13a-14(a) of the Exchange Act.32.
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.1
    
    Letter Report and Certificate of Qualification of Fletcher Lewis Engineering, Inc.99.2
    
    Letter Report and Certificate of Qualification of PGH Petroleum & Environmental
Engineers, L.L.C.
 44




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##### Table of Contents



SIGNATURES
  FIELDPOINT PETROLEUM CORPORATION
 Date:    January 10, 2011
    By:
    /s/ Ray ReavesRay Reaves, President  By:
    
    /s/ Ray Reaves
    
    
    
    Date: January 10, 2011President, Chief Executive Officer,
Director, Chairman, Chief Financial OfficerBy:
    
    /s/ Roger D. Bryant
    
    
    
    Date: January 10, 2011Roger D. Bryant
DirectorBy:
    
    /s/ Dan Robinson
    
    
    
    Date: January 10, 2011Dan Robinson
DirectorBy:
    
    /s/ Karl W. Reimers
    
    
    
    Date: January 10, 2011Karl W. Reimers
DirectorBy:
    
    /s/Debra Funderburg
    
    
    
    Date: January 10, 2011Debra Funderburg
Director
  45