##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2008.
 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 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 
 (Address of Principal Executive Offices) (Zip Code)
  (Issuers Telephone Number, Including Area Code)
   Common Stock, $.01 Par Value
  o Yes þ No
 o
 Note
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ
   e.g.,
 Exhibits




---



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 GOVERNANCEITEM 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 SERVICESITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEXHIBIT INDEXExhibit 31Exhibit 32    Table of Contents  
 
 PART I
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 Form 10-K
 
 
 ITEM 1  BUSINESS.
 General
   Business Strategy
   1




---



##### Table of Contents



Operations
  Market for Oil and Natural Gas
  Competition
   2




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



ITEM 1B  UNRESOLVED STAFF COMMENTS.
  
 
 ITEM
2  PROPERTIES.
 Principal Oil and Natural Gas Interests
 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
 Longwood Field, Caddo Parish Louisiana
 Lusk Field, Lea County New Mexico
 Loving North Morrow Field, Eddy County New Mexico
  9




---



##### Table of Contents



Chickasha Field, Grady County Oklahoma
 Hutt Wilcox Field, McMullen and Atascosa County 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
 Tuleta West Field, Bee County Texas,
  10




---



##### Table of Contents



Production
  Oil (bbl)
    
    
    Gas (mcf)Production by State
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Louisiana
    
    
    78
    
    
    
    86
    
    
    
    12,951
    
    
    
    15,849New Mexico
    
    
    9,407
    
    
    
    4,900
    
    
    
    62,641
    
    
    
    70,435Oklahoma
    
    
    31,325
    
    
    
    27,738
    
    
    
    22,515
    
    
    
    23,091Texas
    
    
    8,101
    
    
    
    8,941
    
    
    
    36,876
    
    
    
    30,017Wyoming
    
    
    6,642
    
    
    
    5,896
    
    
    
    
    
    
    
    TOTAL
    
    
    55,553
    
    
    
    47,561
    
    
    
    134,983
    
    
    
    139,392
  Productive Wells
  Productive Wells
 Oil
    
    
    GasState
    
    Gross(1)
    
    
    Net(2)
    
    
    Gross(1)
    
    
    Net(2)Louisiana
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    .24New Mexico
    
    
    5
    
    
    
    2.19
    
    
    
    5
    
    
    
    1.38Oklahoma
    
    
    219
    
    
    
    51.13
    
    
    
    37
    
    
    
    4.59Texas
    
    
    87
    
    
    
    31.64
    
    
    
    8
    
    
    
    4.15Wyoming
    
    
    5
    
    
    
    3.01
    
    
    
    
    
    
    
    Total
    
    
    316
    
    
    
    87.97
    
    
    
    52
    
    
    
    10.36
 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.  11




---



##### Table of Contents



Drilling Activity
  Exploratory Wells
    
    
    Development WellsState
    
    Productive
    
    
    Dry
    
    
    Productive
    
    
    DryLouisiana
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    New Mexico
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Oklahoma
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Texas
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    Wyoming
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
 Reserves
 Estimated Proved Reserves/Developed and Undeveloped Reserves:
 Estimated Proved Reserves
 Proved Reserves
    
    Oil (Bbls)
    
    
    Gas (Mcf)Estimated quantity, January 1, 2007
    
    
    746,694
    
    
    
    2,037,906Revisions of previous estimates
    
    
    55,398
    
    
    
    700,820Extensions and discoveries
    
    
    
    
    
    
    143,927Purchase of minerals in place
    
    
    130,718
    
    
    
    Production
    
    
    (47,561
    )
    
    
    (139,392
    )Estimated quantity, December 31, 2007
    
    
    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
    
    
    
    2,386,023
  12




---



##### Table of Contents



Proved Developed and Undeveloped Reserves
 Developed
    
    
    Undeveloped
    
    
    TotalOil (Bbls)December 31, 2008
    
    
    713,984
    
    
    
    222,775
    
    
    
    936,759December 31, 2007
    
    
    769,319
    
    
    
    115,930
    
    
    
    885,249Gas (Mcf)December 31, 2008
    
    
    1,802,767
    
    
    
    583,256
    
    
    
    2,386,023December 31, 2007
    
    
    1,785,240
    
    
    
    958,021
    
    
    
    2,743,261
   Oil and Gas Reserves Reported to Other Agencies :
 Title Examinations: Oil and Gas :
  13




---



##### Table of Contents



Acreage
  Developed
    
    
    UndevelopedState
    
    Gross(1)
    
    
    Net(2)
    
    
    Gross(1)
    
    
    Net(2)Louisiana
    
    
    320
    
    
    
    78
    
    
    
    
    
    
    
    New Mexico
    
    
    2,080
    
    
    
    756
    
    
    
    800
    
    
    
    102Oklahoma
    
    
    8,826
    
    
    
    1,300
    
    
    
    200
    
    
    
    19Texas
    
    
    2,472
    
    
    
    548
    
    
    
    1,360
    
    
    
    1,000Wyoming
    
    
    560
    
    
    
    268
    
    
    
    2,306
    
    
    
    2,360Total
    
    
    14,258
    
    
    
    2,950
    
    
    
    4,666
    
    
    
    3,481
 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.
   14




---



##### Table of Contents



PART II
 
 
 ITEM
5  MARKET FOR REGISTRANTS COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
  CLOSING BID
 FISCAL 2007
    
    HIGH
    
    
    LOWFirst Quarter
    
    
    2.20
    
    
    
    1.67Second Quarter
    
    
    2.19
    
    
    
    1.78Third Quarter
    
    
    1.79
    
    
    
    1.45Fourth Quarter
    
    
    1.20
    
    
    
    1.09
 FISCAL 2008
    
    HIGH
    
    
    LOWFirst Quarter
    
    
    1.39
    
    
    
    .88Second Quarter
    
    
    7.29
    
    
    
    1.07Third Quarter
    
    
    6.03
    
    
    
    2.00Fourth Quarter
    
    
    2.55
    
    
    
    1.40
   15




---



##### Table of Contents



Recent Sales of Unregistered Securities
 Issuer Purchases of Equity Securities
 (d)Maximum number(or approximate(c)
    
    
    dollar value) ofTotal number of shares
    
    
    shares (or units)(or units) purchased as
    
    
    that may yet be(a)
    
    
    (b)
    
    
    part of publicly
    
    
    purchased underTotal number of shares
    
    
    Average price paid per
    
    
    announced plans or
    
    
    the plans orPeriod
    
    (or units) purchased
    
    
    share (or unit)
    
    
    programs
    
    
    programsAugust 22, 2007 to September 30,
2007
    
    
    65,000
    
    
    $
    1.65
    
    
    
    65,000
    
    
    $
    107,343October 1, 2007 to December 1, 2007
    
    
    70,000
    
    
    $
    1.52
    
    
    
    70,000
    
    
    $
    116,463October 6, 2008 to December 31,
2008
    
    
    69,000
    
    
    $
    2.17
    
    
    
    69,000
    
    
    $
    149,756Total
    
    
    204,000
    
    
    
    
    
    
    
    204,000
    
    
    $
    373,562
    16




---



##### Table of Contents



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 31,2008
    
    
    2007Statements of Operations Data:Total revenues
    
    $
    6,593,299
    
    
    $
    4,409,524Operating expenses
    
    
    5,492,926
    
    
    
    3,583,654Net income
    
    
    590,391
    
    
    
    558,078Basic earnings per share
    
    $
    0.07
    
    
    $
    0.06Shares used in computing basic earnings per share
    
    
    8,608,305
    
    
    
    8,611,228Diluted earnings per share
    
    $
    0.07
    
    
    $
    0.06Shares used in computing diluted earnings per share
    
    
    8,608,305
    
    
    
    8,664,650
 December 31,2008
    
    
    2007Balance Sheet Data:Working capital
    
    $
    1,388,981
    
    
    $
    2,358,958Total assets
    
    
    12,792,802
    
    
    
    14,260,185Total liabilities
    
    
    3,733,728
    
    
    
    5,643,517Stockholders equity
    
    
    9,059,074
    
    
    
    8,616,668
  17




---



##### Table of Contents



ITEM 7 
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION.
  Overview
  Results of Operations
 Years Ended December 31,2008
    
    
    2007Revenues:Oil sales
    
    $
    5,396,627
    
    
    $
    3,389,059Natural gas sales
    
    
    1,067,610
    
    
    
    862,131Total
    
    $
    6,464,237
    
    
    $
    4,251,190Sales volumes:Oil (Bbls)
    
    
    55,553
    
    
    
    47,561Natural gas (Mcf)
    
    
    134,983
    
    
    
    139,392Total (BOE)
    
    
    78,050
    
    
    
    70,793Average sales pricesOil ($/Bbl)
    
    $
    97.14
    
    
    $
    71.26Natural gas ($/Mcf)
    
    
    7.91
    
    
    
    6.19Total ($/BOE)
    
    $
    82.82
    
    
    $
    60.05
  18




---



##### Table of Contents



Years Ended December 31,2008
    
    
    2007Costs and expenses ($/BOE)Lease operating
    
    $
    23.82
    
    
    $
    19.22Production taxes
    
    
    6.05
    
    
    
    4.13Depletion and depreciation
    
    
    14.81
    
    
    
    12.29Impairment of oil and natural gas properties
    
    
    15.65
    
    
    
    3.91Accretion of discount on asset retirement obligations
    
    
    0.56
    
    
    
    0.62General and administrative
    
    
    9.49
    
    
    
    10.45Total
    
    $
    70.38
    
    
    $
    50.62
 Revenues
  Lease Operating Expenses
  Production Taxes
  Depletion and Depreciation
 Impairment of Oil and Natural Gas Properties
   19




---



##### Table of Contents



General and Administrative Expense
  Other Income (Expense)
  Liquidity and Capital Resources
   Capital Requirements
    20




---



##### Table of Contents



Contractual Obligations and Commitments
  Obligation Due in Period
 Cash Contractual Obligations
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter
    
    
    Total(in thousands)Credit facility (secured)
    
    $
    
    
    
    $
    1,699
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,699Interest on credit facility
    
    
    51
    
    
    
    40
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91Facilities and office leases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Purchase obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    51
    
    
    $
    1,739
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,790
  21




---



##### Table of Contents



ITEM
7A  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  Critical Accounting Policies and Estimates
  Successful Efforts Method of Accounting
    22




---



##### Table of Contents



Reserve Estimates
  Impairment of Oil and Natural Gas Properties
  Reporting Requirements
   23




---



##### Table of Contents



Recently Issued Accounting Pronouncements
 Fair Value Measurements
  The Fair Value Option for Financial Assets and Financial Liabilities
 Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement 109 Accounting for Income Taxes
 Business Combinations Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51
 Disclosures About Derivative Instruments and Hedging Activities, an Amendment of
FASB Statement No. 133
  24




---



##### Table of Contents



ITEM
8  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
   25




---



##### Table of Contents



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 have 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, 2008 that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
   26




---



##### Table of Contents



Managements Report on Internal Control Over Financial Reporting
        
 
 ITEM
9B  OTHER INFORMATION.
   27




---



##### Table of Contents



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
    
    
    47
    
    
    Director, President,
Chairman, Chief
Executive Officer
    
    May 1997-presentRoger D. Bryant
    
    
    66
    
    
    Director
    
    July 1997-presentKarl W. Reimers
    
    
    67
    
    
    Director
    
    October 2004-presentDan Robinson
    
    
    61
    
    
    Director
    
    August 2004-presentMel Slater
    
    
    67
    
    
    Director
    
    January 2003-presentDebra Funderburg
    
    
    50
    
    
    Director
    
    February 2006-present
     28




---



##### 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.
  29




---



##### Table of Contents



Meetings and Committees of the Board of Directors
 a.
    
    Meetings of the Board of Directors
   b.
    
    Committees
   Audit Committee
  
   30




---



##### Table of Contents




    
    reviews with management, the external consultants and the independent auditors policies
and procedures with respect to internal controls;
    
    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
  
   31




---



##### 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
  
      32




---



##### Table of Contents



Shareholder Communications
   Code of Ethics
 http://www.fppcorp.com
 COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
   33




---



##### Table of Contents



ITEM
11  EXECUTIVE COMPENSATION.
 COMPENSATION DISCUSSION AND ANALYSIS
 Introduction.
 Compensation Committee.
 Compensation Philosophy and Objectives.
 Committee Process.
   34




---



##### Table of Contents



Role of Executive Officers in Compensation Decisions.
 Market-Based Compensation Strategy.
 
    
    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.
    
    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.
  35




---



##### Table of Contents



Base Salary.
  
    
    job level and responsibilities,
    
    relevant experience,
    
    individual performance,
    
    recent corporate performance, and
     36




---



##### Table of Contents



SUMMARY COMPENSATION TABLE
 NonequityIncentive
    
    
    NonqualifiedPlan
    
    
    Deferred
    
    
    All OtherStock
    
    
    Options
    
    
    Compensa
    
    
    Compensation
    
    
    Compensa-Name and Principal Position
    
    Year
    
    
    Salary ($)
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    -tion
    
    
    Earnings
    
    
    tion
    
    
    TotalRay D. Reaves,CEO,
President
    
    
    2008
    
    
    $
    225,000
    
    
    $
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    250,000Ray D. Reaves,CEO,
President
    
    
    2007
    
    
    $
    192,000
    
    
    $
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    242,000Ray D. Reaves,CEO,
President
    
    
    2006
    
    
    $
    192,000
    
    
    $
    0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    192,000
  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE
 Option Awards
    
    
    Stock AwardsEquityIncentiveEquity
    
    
    PlanIncentive
    
    
    Awards;Plan
    
    
    Market orAwards;
    
    
    PayoutEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value ofIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unearned
    
    
    UnearnedPlan
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    
    Market
    
    
    Shares,
    
    
    Shares,Awards;
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    Value of
    
    
    Units or
    
    
    Units orNumber of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Shares of
    
    
    Other
    
    
    OtherSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Units
    
    
    Rights
    
    
    RightsUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    That
    
    
    That
    
    
    That
    
    
    ThatUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Have
    
    
    Have
    
    
    Have
    
    
    HaveOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Exercise
    
    
    Not
    
    
    Not
    
    
    Not
    
    
    NotName
    
    Exercisable
    
    
    Unexercisable
    
    
    Options
    
    
    Price
    
    
    Date
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedRay Reaves
    
    
    - 0 -
    
    
    
    - 0 -
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    - 0 -
    
    
    
    
    
    
    
    
    
    
    
    
  37




---



##### Table of Contents



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
    
    $
    11,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,000
    
    
    $
    22,000Mel Slater
    
    $
    11,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    11,000Karl Reimers
    
    $
    11,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    750
    
    
    $
    11,750Dan Robinson
    
    $
    11,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    11,000Debra Funderburg
    
    $
    22,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    22,000
 Option Grants Table
   38




---



##### Table of Contents



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
    
    
    3,160,000
    (3)
    
    
    35.5
    %Mel Slater
    
    
    356,000
    (4)
    
    
    4.0
    %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)
    
    
    3,716,000
    
    
    
    41.7
    %
 
 *
    
    indicates less than 1%(1)
    
    The percentages shown are calculated based upon 8,910,175 shares of common
stock issued at March 30, 2009. 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.(4)
    
    Includes 320,000 shares of common stock held in a trust.  39




---



##### Table of Contents



ITEM
13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
  
 
 ITEM
14   PRINCIPAL ACCOUNTANT FEES AND SERVICES.
    2008
    
    
    2007Audit 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
    
    $
    82,200
    
    
    $
    82,600Audit-related fees  related to the performance of audit or review
of financial statements not reported under audit fees above
    
    
    
    
    
    
    8,700Tax fees  tax compliance, tax advice and tax planning
    
    
    20,600
    
    
    
    17,800All other fees  services provided by our principal accountants
other than those identified aboveTotal fees paid or accrued to our principal accountants
    
    $
    102,800
    
    
    $
    109,100
  40




---



##### 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 10-KSB 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).10.1
    
    
    Consulting Agreement dated May 9, 2000 between FieldPoint Petroleum
Corp. and Parrish Brian & Co. (incorporated by reference to the
Companys 10-QSB/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 10-KSB 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 10-KSB 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 10-KSB 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 10-QSB 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 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 2002.
  41




---



##### Table of Contents



SIGNATURES
  FIELDPOINT PETROLEUM CORPORATION
(Registrant)Date:    March 30, 2009
    By:
    /s/ Ray ReavesRay Reaves, President  By:
    
    /s/ Ray Reaves
    
    
    
    Date: March 30, 2009President, Chief Executive Officer,Director, Chairman, Chief Financial OfficerBy:
    
    /s/ Roger D. Bryant
    
    
    
    Date: March 30, 2009Roger D. BryantDirectorBy:
    
    /s/ Dan Robinson
    
    
    
    Date: March 30, 2009Dan RobinsonDirectorBy:
    
    /s/ Karl W. Reimers
    
    
    
    Date: March 30, 2009Karl W. ReimersDirectorBy:
    
    /s/ Mel Slater
    
    
    
    Date: March 30, 2009Mel SlaterDirectorBy:
    
    /s/ Debra Funderburg
    
    
    
    Date: March 30, 2009Debra FunderburgDirector
  42




---



##### Table of Contents



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-18
  F-1




---



##### Table of Contents



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




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
 December 31,2008
    
    
    2007ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    423,632
    
    
    $
    1,484,469Short-term investments
    
    
    554,852
    
    
    
    801,533Accounts receivable:Oil and natural gas sales
    
    
    368,447
    
    
    
    521,430Joint interest billings, less allowance for doubtful accounts
of $99,192 each period
    
    
    191,486
    
    
    
    140,604Income taxes receivable
    
    
    274,900
    
    
    
    117,600Deferred income tax asset  current
    
    
    75,500
    
    
    
    Prepaid expenses and other current assets
    
    
    54,744
    
    
    
    31,870Total current assets
    
    
    1,943,561
    
    
    
    3,097,506PROPERTY AND EQUIPMENT:Oil and natural gas properties (successful efforts method)
    
    
    17,557,107
    
    
    
    15,425,289Other equipment
    
    
    89,248
    
    
    
    89,248Less accumulated depletion and depreciation
    
    
    (6,797,114
    )
    
    
    (4,420,226
    )Net property and equipment
    
    
    10,849,241
    
    
    
    11,094,311LONG-TERM JOINT INTEREST BILLING RECEIVABLE, less allowance for
doubtful accounts of $44,624 at December 31, 2007
    
    
    
    
    
    
    68,368Total assets
    
    $
    12,792,802
    
    
    $
    14,260,185LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable and accrued expenses
    
    $
    412,895
    
    
    $
    587,911Oil and natural gas revenues payable
    
    
    141,685
    
    
    
    136,437Deferred income taxes-current
    
    
    
    
    
    
    14,200Total current liabilities
    
    
    554,580
    
    
    
    738,548LONG-TERM DEBT
    
    
    1,699,125
    
    
    
    3,489,125DEFERRED INCOME TAXES
    
    
    705,000
    
    
    
    739,500ASSET RETIREMENT OBLIGATION
    
    
    775,023
    
    
    
    676,344Total liabilities
    
    
    3,733,728
    
    
    
    5,643,517COMMITMENTS(Note 10)STOCKHOLDERS EQUITY:Common stock, $.01 par value, 75,000,000 shares authorized;
8,910,175 shares issued, each period; 8,546,175 and 8,615,175
outstanding, respectively
    
    
    89,101
    
    
    
    89,101Additional paid-in capital
    
    
    4,573,580
    
    
    
    4,571,809Retained earnings
    
    
    4,788,555
    
    
    
    4,198,164Treasury stock, 364,000 and 295,000 shares, respectively, at cost
    
    
    (392,162
    )
    
    
    (242,406
    )Total stockholders equity
    
    
    9,059,074
    
    
    
    8,616,668Total liabilities and stockholders equity
    
    $
    12,792,802
    
    
    $
    14,260,185
 See accompanying notes to these consolidated financial statements
  F-3




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 December 31,2008
    
    
    2007REVENUE:Oil and natural gas sales
    
    $
    6,464,237
    
    
    $
    4,251,190Well operational and pumping fees
    
    
    88,062
    
    
    
    120,334Disposal fees
    
    
    41,000
    
    
    
    38,000Total revenue
    
    
    6,593,299
    
    
    
    4,409,524COSTS AND EXPENSES:Lease operating expenses
    
    
    1,859,319
    
    
    
    1,360,686Production taxes
    
    
    471,752
    
    
    
    292,781Depletion and depreciation
    
    
    1,155,237
    
    
    
    870,069Impairment of oil and natural gas properties
    
    
    1,221,775
    
    
    
    276,635Accretion of discount on asset retirement obligations
    
    
    44,000
    
    
    
    43,768General and administrative
    
    
    740,843
    
    
    
    739,715Total costs and expenses
    
    
    5,492,926
    
    
    
    3,583,654OPERATING INCOME
    
    
    1,100,373
    
    
    
    825,870OTHER INCOME (EXPENSE):Interest income
    
    
    17,322
    
    
    
    12,242Interest expense
    
    
    (156,197
    )
    
    
    (113,635
    )Unrealized gain (loss) on short-term investments
    
    
    (289,857
    )
    
    
    29,571Miscellaneous income
    
    
    32,250
    
    
    
    35,530Total other income (expense)
    
    
    (396,482
    )
    
    
    (36,292
    )INCOME BEFORE INCOME TAXES
    
    
    703,891
    
    
    
    789,578INCOME TAX PROVISION current
    
    
    (237,700
    )
    
    
    (125,800
    )INCOME TAX PROVISION deferred
    
    
    124,200
    
    
    
    (105,700
    )TOTAL INCOME TAX PROVISION
    
    
    (113,500
    )
    
    
    (231,500
    )NET INCOME
    
    $
    590,391
    
    
    $
    558,078EARNINGS PER SHARE:BASIC
    
    $
    0.07
    
    
    $
    0.06DILUTED
    
    $
    0.07
    
    
    $
    0.06WEIGHTED AVERAGE SHARES OUTSTANDING:Basic
    
    
    8,608,305
    
    
    
    8,611,228Diluted
    
    
    8,608,305
    
    
    
    8,664,650
 See accompanying notes to these consolidated financial statements
  F-4




---



##### 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, 2007
    
    
    8,747,175
    
    
    $
    87,471
    
    
    $
    4,368,350
    
    
    $
    3,640,086
    
    
    
    160,000
    
    
    $
    (18,600
    )
    
    $
    8,077,307Purchase of treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,000
    
    
    
    (223,806
    )
    
    
    (223,806
    )Exercise of common stock
options and warrants
    
    
    133,000
    
    
    
    1,330
    
    
    
    85,120
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86,450Income tax benefit on
exercise of stock options
    
    
    
    
    
    
    
    
    
    
    60,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,600Share based compensation
    
    
    30,000
    
    
    
    300
    
    
    
    57,739
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,039Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    558,078
    
    
    
    
    
    
    
    
    
    
    
    558,078BALANCES, December 31, 2007
    
    
    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
    )
    
    $
    9,059,074
 See accompanying notes to these consolidated financial statements
  F-5




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 December 31,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    590,391
    
    
    $
    558,078Adjustments to reconcile net income to net cash provided by
operating activities:Unrealized loss (gain) on short-term investments
    
    
    289,857
    
    
    
    (29,571
    )Depletion and depreciation
    
    
    1,155,237
    
    
    
    870,069Impairment of oil and gas properties
    
    
    1,221,775
    
    
    
    276,635Deferred income taxes
    
    
    (124,200
    )
    
    
    105,700Accretion of discount on asset retirement obligations
    
    
    44,000
    
    
    
    43,768Share-based compensation
    
    
    1,771
    
    
    
    58,039Changes in assets and liabilities:Accounts receivable
    
    
    170,469
    
    
    
    (60,127
    )Income taxes receivable
    
    
    (157,300
    )
    
    
    61,400Prepaid expenses and other current assets
    
    
    (22,874
    )
    
    
    24,638Accounts payable and accrued expenses
    
    
    (175,016
    )
    
    
    535,469Oil and natural gas revenues payable
    
    
    5,248
    
    
    
    22,806Other
    
    
    (124
    )
    
    
    Net cash provided by operating activities
    
    
    2,999,234
    
    
    
    2,466,904CASH FLOWS FROM INVESTING ACTIVITIES:Additions to oil and natural gas properties
    
    
    (712,038
    )
    
    
    (417,671
    )Acquisitions of oil and natural gas properties
    
    
    (1,365,101
    )
    
    
    (3,580,747
    )Purchase of short-term investments
    
    
    (43,176
    )
    
    
    Net cash used in investing activities
    
    
    (2,120,315
    )
    
    
    (3,998,418
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from long-term debt
    
    
    
    
    
    
    2,500,000Repayments of long-term debt
    
    
    (1,790,000
    )
    
    
    (10,875
    )Proceeds from exercise of options and warrants
    
    
    
    
    
    
    86,450Income tax benefit on exercise of stock options
    
    
    
    
    
    
    60,600Purchase of treasury shares
    
    
    (149,756
    )
    
    
    (223,806
    )Net cash provided by (used in) financing activities
    
    
    (1,939,756
    )
    
    
    2,412,369NET (DECREASE) INCREASE IN CASH
    
    
    (1,060,837
    )
    
    
    880,855CASH, beginning of year
    
    
    1,484,469
    
    
    
    603,614CASH, end of the year
    
    $
    423,632
    
    
    $
    1,484,469SUPPLEMENTAL INFORMATION:Cash paid during the year for interest
    
    $
    156,197
    
    
    $
    113,635Cash paid during the year for income taxes
    
    $
    350,000
    
    
    $
    
 See accompanying notes to these consolidated financial statements
  F-6




---



##### 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
  2008
    
    
    2007Mineral interests in properties:Unproved properties
    
    $
    919,771
    
    
    $
    850,000Proved properties
    
    
    12,428,793
    
    
    
    11,293,011Wells and related equipment and facilities
    
    
    4,208,543
    
    
    
    3,282,278Total costs
    
    
    17,557,107
    
    
    
    15,425,289Less accumulated depletion and depreciation
    
    
    (6,717,432
    )
    
    
    (4,348,544
    )$
    10,839,675
    
    
    $
    11,076,745
  F-7




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     Accounting for the Impairment or Disposal of Long-Lived Assets
   F-8




---



##### Table of Contents



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




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2008
    
    
    2007Asset retirement obligation at January 1,
    
    $
    676,344
    
    
    $
    585,628Accretion of discount
    
    
    44,000
    
    
    
    43,768Liabilities incurred during the year
    
    
    54,679
    
    
    
    46,948Liabilities settled during the year
    
    
    
    
    
    
    Asset retirement obligation at December 31,
    
    $
    775,023
    
    
    $
    676,344
 Income Taxes
  Production Taxes and Ad Valorem Taxes
  Use of Estimates and Certain Significant Estimates
    F-10




---



##### Table of Contents



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




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Financial Instruments
   Recently Issued Accounting Pronouncements
 Fair Value Measurements
  The Fair Value Option for Financial Assets and Financial
Liabilities
 Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement 109 Accounting for
Income Taxes
  F-12




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Business Combinations Noncontrolling Interests in Consolidated Financial Statements, an Amendment
of ARB No. 51
 Disclosures About Derivative Instruments and Hedging Activities, an Amendment
of FASB Statement No. 133
 2.
    
    Acquisition of Oil and Natural Gas Properties
     F-13




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Pro FormaResults For TheYear EndedDecember 31,2007(unaudited)Revenues
    
    $
    5,297,580Net income
    
    $
    816,019Net income per share  basic (net of tax)
    
    $
    0.09Net income per share  diluted (net of tax)
    
    $
    0.09
 3.
    
    Related Party Transactions
  4.
    
    Long-Term Debt
  5.
    
    Income Taxes
  2008
    
    
    2007Current:Federal
    
    $
    195,700
    
    
    $
    101,400State
    
    
    42,000
    
    
    
    24,400Total current
    
    
    237,700
    
    
    
    125,800Deferred:Federal (benefit)
    
    
    (124,200
    )
    
    
    105,700State
    
    
    
    
    
    
    Total deferred (benefit)
    
    
    (124,200
    )
    
    
    105,700Total income tax provision
    
    $
    113,500
    
    
    $
    231,500
  F-14




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2008
    
    
    2007Statutory rate
    
    
    34
    %
    
    
    34
    %State taxes, net of federal benefit
    
    
    3
    %
    
    
    3
    %Other differences
    
    
    (21
    %)
    
    
    (8
    %)Effective rate
    
    
    16
    %
    
    
    29
    %
   December 31,2008
    
    
    2007Deferred tax assets:Asset retirement obligation
    
    $
    247,000
    
    
    $
    230,600Unrealized loss on marketable securities
    
    
    39,000
    
    
    
    Depletion carryover
    
    
    8,000
    
    
    
    19,900Allowance for doubtful accounts
    
    
    36,500
    
    
    
    52,700Total deferred tax assets
    
    
    330,500
    
    
    
    303,200Deferred tax liability:Difference in depreciation, depletion and
capitalization methods  oil and gas
properties
    
    
    (960,000
    )
    
    
    (990,000
    )Unrealized gain on marketable securities
    
    
    
    
    
    
    (66,900
    )Total deferred tax liabilities
    
    
    (960,000
    )
    
    
    (1,056,900
    )Net deferred tax liability
    
    $
    (629,500
    )
    
    $
    (753,700
    )
  Accounting for Uncertainty in Income Taxes
  F-15




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   6.
    
    Earnings Per Share
  December 31,2008
    
    
    2007Numerator:Numerator for basic and diluted net income per share
    
    $
    590,391
    
    
    $
    558,078Denominator:Denominator for basic net income per share 
weighted average shares
    
    
    8,910,175
    
    
    
    8,832,734Denominator for diluted net income per shareWeighted average shares outstanding
    
    
    8,910,175
    
    
    
    8,832,734Dilutive effect of stock options, treasury method
    
    
    
    
    
    
    53,422Diluted weighted average shares
    
    
    8,910,175
    
    
    
    8,886,156Basic net income per share
    
    $
    0.07
    
    
    $
    0.06Diluted net income per share
    
    $
    0.07
    
    
    $
    0.06
 7.
    
    Share-Based Compensation
    F-16




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 8.
    
    Stockholders Equity
   2,500 shares
    
    August 20062,500 shares
    
    February 20075,000 shares
    
    August 2008
   9.
    
    Environmental Issues
  10.
    
    Commitments
     F-17




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 11.
    
    Supplemental Information on Oil and Gas Producing Activities (Unaudited)
  Years Ended December 31,2008
    
    
    2007Costs incurred in oil and natural gas producing activities:Acquisition of unproved properties
    
    $
    69,771
    
    
    $
    450,000Acquisition of proved properties
    
    
    1,295,330
    
    
    
    3,130,747Exploration costs
    
    
    
    
    
    
    Development costs
    
    
    712,038
    
    
    
    417,671Total costs incurred
    
    $
    2,077,139
    
    
    $
    3,998,418
  Years Ended December 31,2008
    
    
    2007Oil and natural gas sales
    
    $
    6,464,237
    
    
    $
    4,251,190Well operational and pumping fees
    
    
    88,062
    
    
    
    120,334Disposal fee revenue
    
    
    41,000
    
    
    
    38,000Production costs
    
    
    (2,331,071
    )
    
    
    (1,653,467
    )Exploration expense
    
    
    
    
    
    
    Depletion and depreciation expense
    
    
    (1,147,237
    )
    
    
    (862,405
    )Impairment expense
    
    
    (1,221,775
    )
    
    
    (276,635
    )Accretion of discount on asset retirement obligations
    
    
    (44,000
    )
    
    
    (43,768
    )Income tax expense
    
    
    (638,000
    )
    
    
    (426,000
    )Results of operations
    
    $
    1,211,216
    
    
    $
    1,147,249
  Oil
    
    
    Gas(Barrels)
    
    
    (MCF)Balance, January 1, 2007
    
    
    746,694
    
    
    
    2,037,906Revisions of previous estimates
    
    
    55,398
    
    
    
    700,820Extensions and discoveries
    
    
    
    
    
    
    143,927Purchase of minerals in place
    
    
    130,718
    
    
    
    Production
    
    
    (47,561
    )
    
    
    (139,392
    )Balance, December 31, 2007
    
    
    885,249
    
    
    
    2,743,261
  F-18




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Oil
    
    
    Gas(Barrels)
    
    
    (MCF)Revisions 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
    
    
    
    2,386,023Proved developed reserves, December 31, 2008
    
    
    713,984
    
    
    
    1,802,767Proved developed reserves, December 31, 2007
    
    
    769,319
    
    
    
    1,785,240
  Year Ended December 31, 2007
  Year Ended December 31, 2008
   F-19




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 12.
    
    Standardized Measure of Discounted Future Net Cash Flows (Unaudited)
   Years Ended December 31,2008
    
    
    2007Future cash inflows
    
    $
    52,368
    
    
    $
    98,588Future production costs
    
    
    (19,584
    )
    
    
    (26,611
    )Future development cost
    
    
    (3,434
    )
    
    
    (878
    )Future income taxes
    
    
    (8,437
    )
    
    
    (23,325
    )Future net cash flows
    
    
    20,913
    
    
    
    47,77410% annual discount
    
    
    (10,711
    )
    
    
    (21,931
    )Standardized measure of discounted future net cash flows
    
    $
    10,202
    
    
    $
    25,843
  Years Ended December 31,2008
    
    
    2007Balance, beginning of year
    
    $
    25,843
    
    
    $
    14,374Sales of oil and natural gas produced, net of production costs
    
    
    (4,133
    )
    
    
    (2,636
    )Purchase of minerals in place
    
    
    2,244
    
    
    
    3,808Extensions and discoveries
    
    
    163
    
    
    
    699Net changes in prices and production costs
    
    
    (21,740
    )
    
    
    9,964Net changes in future development costs
    
    
    (1,920
    )
    
    
    (32
    )Revisions and other changes
    
    
    (1,303
    )
    
    
    3,752Accretion of discount
    
    
    3,247
    
    
    
    1,961Net change in income taxes
    
    
    7,801
    
    
    
    (6,047
    )Balance, end of year
    
    $
    10,202
    
    
    $
    25,843
   F-20




---



##### Table of Contents



EXHIBIT INDEX
 31.
    
    
    Certification required by Section 13a-14(a) of the Exchange Act.32.
    
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.