U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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


                  For the fiscal year ended December 31, 2000.

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


                         Commission File Number: 0-9435

                        FIELDPOINT PETROLEUM CORPORATION
                        --------------------------------
                 (Name of Small Business Issuer in Its Charter)

           Colorado                                            84-0811034
           --------                                            ----------
  (State or Other Jurisdiction of                         (I.R.S. Employer
  Incorporation or Organization)                           Identification No.)

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

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

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

                                     (None)

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

                          Common Stock, $.01 Par Value
                          ----------------------------
                                 Title of Class

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

Yes       X                No
    --------------            --------------

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

The issuer's revenues for its most recent fiscal year were $1,638,127.

As of December 31, 2000,  7,040,325 shares of the Registrant's  common stock par
value $.01 per share, were outstanding. The aggregate market value of the voting
stock  held  by  non-affiliates  of  the  Registrant  at  March  30,  2001,  was
$7,534,824.

Documents Incorporated by Reference: The Registrant hereby incoporates herein by
reference the following documents.

Item 13. Exhibits

                                       1
<PAGE>

                                     PART I

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


General

FieldPoint Petroleum  Corporation,  a Colorado corporation (the "Company"),  was
formed on March 11,  1980,  to acquire  and  enhance  mature oil and natural gas
field  production in the  mid-continent  and the Rocky Mountain  regions.  Since
1980, The Company had engaged in oil and gas operations  and, in 1986,  divested
all oil and gas assets and  operations.  From December  1986,  until its reverse
acquisition  on December  31,  1997,  The Company had not engaged in oil and gas
operations.

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

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

Forward-Looking Statements

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



                                       2
<PAGE>

Business Strategy

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

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

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

Operations

As of December 31, 2000, the Company had varying ownership interest in 338 gross
productive wells (89.77 net) located in 3 states. The Company operates 59 of the
338 wells; the other wells are operated by independent operators under contracts
that are standard in the industry.  It is a primary  objective of the Company to
operate most of the oil and gas properties in which it has an economic interest.
The Company believes,  with the responsibility and authority as operator,  it is
in better  position to control cost,  safety,  and timeliness of work as well as
other critical factors affecting the economics of a well.

Market for Oil and Gas

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

Competition

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



                                       3
<PAGE>

Environmental Matters and Government Regulations

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

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

Operational Hazards and Insurance

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

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

Administration

Office Facilities- The office space for the Company's  executive offices at 1703
Edelweiss Drive,  Cedar Park, Texas 78613, is currently provided by the majority
shareholder at a cost of $1000 per month as of December 31, 2000.

Employees-  As of March 30,  2001,  the  Company  had 4  employees,  the Company
considers its relationship with its employees satisfactory.

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

Principal Oil and Gas Interest

Chickasha Field,  Grady County Oklahoma is a waterflood  project  producing from
the Medrano Sand. The Rush Springs Medrano Unit is located  approximately  sixty
five miles  southwest  of  Oklahoma  City,  Oklahoma.  The  Company has a 20.64%
working interest in the unit which consist of 21 producing oil and gas wells and
11 water injection wells.



                                       4
<PAGE>

Hutt Wilcox  Field,  McMullen and Atascosa  County Texas is an oil and gas field
located  approximately  60 miles south of San Antonio,  Texas producing from the
Wilcox sand. The Company has a working interest in 14 oil wells.

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

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

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

Serbin  Field,  Lee and Bastrop  Counties  Texas is an oil and gas field located
approximately 50 miles east of Austin and 100 miles west of Houston. The Company
has a working  interest in 72 producing oil and gas wells with a production rate
for 2000 of  approximately  60  barrels  of oil  equivalent  ("BOE")  net to the
Company.  Oil and gas are produced  from the Taylor Sand at depths  ranging from
approximately  5,300 feet to  approximately  5,600 feet; it is a 46-gravity  oil
sand.

Production

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

                                           Oil and Gas Production
                                           ----------------------
                                             2000           1999
Quantities                                   ----           ----
         Oil (Bbls)                         37,769         33,120
         Gas (Mcf)                         143,172        114,278

Average Sales Price
         Oil ($/Bbl)                        $28.06         $17.75
         Gas ($/Mcf)                         $3.14          $1.74

Average Production Cost ($/BOE)              $8.88          $6.00



                                       5
<PAGE>

The Company's oil and gas  production is sold on the spot market and the Company
does not have any  production  that is  subject  to firm  commitment  contracts.
During the year ended  December 31, 2000,  purchases by each of five  customers,
Dorado Oil Company,  Conoco, Plains Petroleum,GPM Gas Corporation,  and Pontotoc
Production,  Inc.  represented  more  than 10% of the  total  Company  revenues.
Neither of these five customers,  or any other  customers of the Company,  has a
firm sales  agreement  with the Company.  The Company  believes that it would be
able to  locate  alternate  customers  in the event of the loss of one or all of
these customers.


Productive Wells

The  table  below  sets  forth  certain  information   regarding  the  Company's
ownership, as of December 31, 2000, of productive wells in the areas indicated.

                                Productive Wells

                             Oil                           Gas
State               Gross1         Net2            Gross1         Net2
-----              -------       -------          -------       -------
Oklahoma               209         47.23               37          4.59

Texas                   82         31.15                7          3.8
Wyoming                  3          3                -              -
---------          -------       -------          -------       -------
     Total             294         81.38               44          8.39




Drilling Activity

The Company  participated  in drilling one well in Oklahoma in 2000, and drilled
one well in 1999.



----------------
1 A gross well or acre is a well or acre in which a working  interest  is owned.
The  number  of gross  wells is the  total  number  of wells in which a  working
interest  is owned.  The number of gross  acres is the total  number of acres in
which a working interest is owned.

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


                                       6
<PAGE>

Reserves

Please  refer  to  unaudited  Note  12 in  the  accompanying  audited  financial
statements  for a summary of the  Company's  reserves at  December  31, 2000 and
1999.



Acreage

The  following  tables  set  forth the  gross  and net  acres of  developed  and
undeveloped  oil and gas leases in which the Company had  working  interest  and
royalty interest as of December 31, 2000. The category of "Undeveloped  Acreage"
in the table includes  leasehold  interest that already may have been classified
as containing proved undeveloped reserves.

                            Developed1                Undeveloped2
State                  Gross3          Net4      Gross3          Net4
-----                  -----         -----       -----         -----
Oklahoma                8906          1175         200            19
Texas                   2120           547        1360          1000
Wyoming                  200           200        2000          2000
-----------            -----         -----       -----         -----
       Total           11226          1922        1960          1419



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

None.


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

None.



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


                                       7
<PAGE>


                                     PART II

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

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

         FISCAL 1999                               CLOSING BID
         -----------                               -----------

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

         FISCAL 2000
         -----------

                                             HIGH               LOW
                                             ----               ---
First Quarter                               2.0625             .6875
Second Quarter                              2.0000            1.1250
Third Quarter                               2.8400            1.5000
Fourth Quarter                              1.8125            1.0000

At March 30, 2001, the  approximate  number of shareholders of record was 1,130.
The Company has not paid any  dividends  on its Common Stock and does not expect
to do so in the foreseeable future.

Recent Sales of Unregistered Securities

During the fiscal year ended December 2000, and December 1999 the Company issued
the following  securities without registration under the Securities Act of 1933,
as amended.

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

During the year ended  December 31, 2000 the Company  issued  433,400  shares of
Common Stock upon the exercise of warrants  associated the W.B. McKee Securities
Unit offering.



                                       8
<PAGE>

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

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

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

Overview

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

   Comparison of Year Ended December 31, 2000 to Year Ended December 31, 1999
   --------------------------------------------------------------------------

Results of Operation

Revenues increased 78% or $720,317 to $1,638,127 for the year ended December 31,
2000, from the comparable 1999 period.  Oil production  volumes increased by 14%
at the same time the  average  price per barrel  increased  58%  during  2000 to
$28.06 from the comparable 1999 period average price of $17.75 per barrel.  Also
in 2000, the gas production  volume increased by 25% while the average price per
Mcf was $3.14, a 80% increase from the 1999 comparable  period.  The increase in
production volumes were primarily due to the development of oil and gas wells in
Oklahoma and Texas in 2000.

                                           Year Ended December 31,
                                           2000            1999
                                           -------         -------
Oil Production                              37,769          33,120
Average Sales Price Per Bbl ($/Bbl)         $28.06          $17.75

Gas Production                             143,172         114,278
Average Sales Price Per Mcf ($/Mcf)          $3.14           $1.74


Production  expenses  increased  74% or $234,011 to $547,446  for the year ended
December 31, 2000, from the comparable 1999 period. The increase was due to cost
associated with additional 2000  production,  with increases in workover expense
and  remedial  repairs  incurred  in 2000 as  compared  to 1999.  Depletion  and
depreciation  expense  increased  17% or $25,685 to $177,851  for the year ended
December 31, 2000 from the comparable 1999 period. The increase in depletion and
depreciation  was due to  increases  in oil and gas  property  cost offset by an
increase in oil and gas  reserves.  General  and  administrative  overhead  cost
remained  relatively  stable and increased 2% or $8,927 to $318,639 for the 2000
period verses the comparable 1999 period.


                                       9
<PAGE>

Net other expenses for the year ended December 31, 2000, was $63,454 compared to
net other expenses of $64,264 for 1999. This increase was primarily due to lower
interest expense offset by, a decrease in miscellaneous income.

The  Company's  net income  increased  by $335,816 to income of $401,281 for the
year ended December 31, 2000, from the comparable  1999 period.  The increase in
net income was primarily due to higher prices received for oil and gas sales and
increases in production.

Liquidity and Capital Resources

Cash flow from operating activities was $722,793 for the year ended December 31,
2000, compared to $218,650 for the year ended December 31, 1999. The increase in
cash flow from  operating  activities  was  primarily due to the increase in net
income for the year ended December 31, 2000.

Cash flow used by  investing  activities  was  $1,393,886  in the  period  ended
December  31, 2000,  compared to  $1,282,264  for  December  31,  1999.  This is
primarily due to increased  purchases of oil and gas  properties  in 2000.  Cash
flow from financing  activities was $1,203,373 for the period ended December 31,
2000,  compared  to  $1,179,498  for the same  period  in 1999.  This was due to
increases in long-term  debt and proceeds from exercises of common stock options
and warrants.

Capital Requirements

Management believes the Company will be able to meet its current operating needs
through internally generated cash from operations.  Management believes that oil
and gas property  investing  activities in 2001 can be financed  through cash on
hand,  cash  from  operating  activities,   and  bank  borrowing.   The  Company
anticipates  continued  investments in proven oil and gas properties in 2001. If
bank credit is not available,  the Company may not be able to continue to invest
in strategic oil and gas properties.  The Company cannot predict how oil and gas
prices will fluctuate  during 2001 and what effect they will  ultimately have on
the Company,  but Management  believes that the Company will be able to generate
sufficient  cash  from  operations  to  service  its bank debt and  provide  for
maintaining current production of its oil and gas properties. The Company had no
significant  commitments  for capital  expenditures  at December 31,  2000.  The
timing  of  most  capital   expenditures   for  new   operations  is  relatively
discretionary.  Therefore,  the Company can plan  expenditures  to coincide with
available funds in order to minimize business risks.



                                       10
<PAGE>

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

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

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

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

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

None.


                                    PART III

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

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

Name                Age  Position with Company               Period Served
-----               ---  ---------------------               -------------
Ray D. Reaves       39   Director, President, Chairman,         May 1997-present
                         Chief Executive Officer
Roger D. Bryant     58   Director                              July 1997-present
Robert A. Manogue   76   Director                              July 1997-present
Donald H. Stevens   47   Director                         September 1999-present

Mr. Reaves,  age 39, has been Chairman,  Director,  President,  Chief  Executive
Officer and Chief  Financial  Officer of the  Company  since May 22,  1997.  Mr.
Reaves has also served as Chairman,  Chief  Executive  Officer,  Chief Financial
Officer and Director of Bass  Petroleum,  Inc.  from October 1989 to the present
and as  President of Field Point Inc.,  a private  investment  firm from October
1995.

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

Roger D.  Bryant,  age 58, has been a Director of the  Company  since July 1997.
From  November  1994  to  present,   Bryant  has  been  President  of  Dial-thru
International.  From May 1993 to October  1994,  Bryant was President of Network
Data  Corporation.  From  January  1993 to May 1993,  he  served as Senior  Vice
President, Corporate Development, of Network Data Corporation. From January 1993
to May 1993,  he served as Senior  Vice  President,  Corporate  Development,  of
Network Data Corporation.  From May 1991 to July 1992, he served as President of
Dresser Industries,  Inc., Wayne Division, a leading international  manufacturer
of fuel dispensing equipment. Additionally, from August 1989 to May 1991, Bryant
was  President of  Schlumberger  Limited,  Retail  Petroleum  Systems  Division,
U.S.A., a division of Schlumberger Corporation.


                                       11
<PAGE>

Robert A.  Manogue,  age 76, has been a Director of the Company since July 1997.
Since 1982, Manogue has been retired and has been involved in house construction
in Albuquerque,  New Mexico under R.A. Manogue Construction.  From 1976 to 1982,
Manogue was President of C.P. Clare  International N.V. in Brussels,  Belgium, a
$50 million  subsidiary of General  Instruments  Corporation.  He also served as
Vice President of Marketing for Emerson  Electric  Company,  a manufacturer  and
marketer of consumer and industrial products, from 1971 to 1976.

Donald H. Stevens,  age 47, has been a Director of the Company  since  September
1999.  Since August 1997 to present he has been Vice  President and Treasurer of
Forest Oil Corp. He served as Vice President of Corporate  Relations for Barrett
Resources Corp. from August 1992 until August 1997. He also served as Manager of
Corporate and Tax planning for Kennecott Corp. from July 1989 until August 1992.

(b)  Identification  of Significant  Employees.  The Company does not employ any
     persons,  other than its  President,  who make or are  expected to make any
     significant contributions to the business of the Company.
(c)  Family  Relationships.  There is no family relationship between any present
     director, executive officer or person nominated or chosen by the Company to
     become a director or executive officer.
(d)  Involvement in Certain Legal Proceedings.  No present director or executive
     officer  of the  Company  has been the  subject  of any  civil or  criminal
     proceeding during the past five years which is material to an evaluation of
     his  integrity  or ability to serve as an officer or  director,  nor is any
     such person the subject of any order,  judgment or decree of any federal or
     state  authority  which is material to an  evaluation  of his  abilities or
     integrity.

Meetings and Committees of the Board of Directors
-------------------------------------------------

         a.       Meetings of the Board of Directors

         During the fiscal year ended  December  31,  2000.  Two meetings of the
Board  of  Directors  were  held,  including  regularly  scheduled  and  special
meetings, each of which were attended by all of the Directors. Outside Directors
receive $500 per meeting and were  reimbursed  their  expenses  associated  with
attendance  at such  meetings  or  otherwise  incurred  in  connection  with the
discharge of their duties as a Director.  Directors  received a grant of options
to purchase 100,000 shares of common stock at the date of their  appointment and
could receive an additional grant of options to purchase shares of common stock,
as long as they continue to serve as directors.

         b.       Committees

         The  board  appoints  committees  to  help  carry  out its  duties.  In
particular,  board  committee work on key issues in greater detail than would be
possible  at full  board  meetings.  Each  committee  reviews  the result of its
meetings with the full board.

         During the fiscal year ended  December 31, 2000, the Board did not have
an Audit Committee,  Compensation  Committee,  Nomination Committee or any other
standing  committees.  However,  during the current  fiscal year,  the Board has
established the following committees:

Audit Committee

         The audit committee is currently composed of the following directors:

                            Donald Stevens, Chairman
                                  Roger Bryant


                                       12

<PAGE>

         The Board of Directors has determined  that Messrs.  Stevens and Bryant
are "independent"  within the meaning of the National  Association of Securities
Dealers,  Inc.'s listing standards.  For this purpose, an audit committee member
is deemed to be independent if he does not possess any vested interests  related
to those of management and does not have any financial, family or other material
personal ties to management.

         The audit committee was not formed or organized and did not meet during
fiscal 2000.  the committee is responsible  for accounting and internal  control
matters. The audit committee:

         -        reviews  with  management,   the  internal  auditors  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.

In addition to its regular activities, the committee is available to meet on all
of the  independent  accountants,  controller  or  internal  auditor  whenever a
special situation arises.

         The Audit  Committee  of the Board of  Directors  has adopted a written
charter, which is attached to this Annual Report as Exhibit 10.4.

Compensation Advisory Committee

         The  compensation  advisory  committee  is  currently  composed  of the
following directors:

                                  Roger Bryant
                                 Robert Manogue

         The compensation advisory committee was not formed or organized and did
not meet during fiscal 2000. The compensation advisory committee:

         -        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.


                                       13

<PAGE>

         Any  transactions  between  the Company  and its  officers,  directors,
principal  shareholders,  or other  affiliates have been and will be on terms no
less  favorable to the Company than could be obtained  from  unaffiliated  third
parties  on an  arms-length  basis and will be  approved  by a  majority  of the
Company's independent, outside disinterested directors.

ITEM 10-EXECUTIVE COMPENSATION
        ----------------------

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

                                                                  Long-Term
    Name and                                                    Compensation
Principal Position         Fiscal Year    Salary    Bonus        Options (#)
--------------------------------------------------------------------------------
Ray D. Reaves                 2000       $90,000   $30,000         400,000
  Chief Executive Officer     1999       $90,000                      --
   and President

Option Grants Table

The following table sets forth information concerning individual grants of stock
options  made during the fiscal years ended  December 31, 2000 and 1999,  to the
Company's Officers and Directors.

Name                       Options Granted (#)   Price ($/sh.)   Expiration Date
--------------------------------------------------------------------------------
Ray D. Reaves                  200,000               $2.125         4/01/2004
      President and CEO        200,000               $0.69         12/31/2002

Donald H. Stevens              100,000               $1.16         12/31/2002
      Director



Jonathan B. Wilkins(1)         100,000               $2.125         4/01/2004

     (1) These options were  cancelled  upon Mr.  Wilkins  resignation  from the
         board in February 2001.

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

The  following  table  sets  forth  the  persons  known  to the  Company  to own
beneficially more than five percent of the outstanding shares of Common Stock as
of December 31, 2000 and  information  as of December 31, 2000,  with respect to
the  ownership of Common Stock by each  director  and  executive  officer of the
Company.  In all cases,  the owners have sole voting and investment  powers with
respect to the shares.

Name and Address of             Amount and Nature
Beneficial Owner               of Beneficial Owner          Percent of Class
----------------               -------------------          ----------------
The Delray Trust                     628,428                      9.2%
3606 Belle Grove
Sugar Land, Texas 77479



                                       14
<PAGE>

Ray D. Reaves                      3,017,425 1                   39.5%
1703 Edelweiss Drive
Cedar Park, Texas 78613

Robert A. Manogue                    384,277 2                    5.7%
1703 Edelweiss Drive
Cedar Park, Texas 78613

Roger D. Bryant                       50,000 3                    1.3%
1703 Edelweiss Drive
Cedar Park, Texas 78613

Donald H. Stevens                    100,000 4                    1.4%
1703 Edelweiss Drive
Cedar Park, Texas 78613

All Officers and Directors         3,551,702                     48.2%
     as a Group (4 persons)

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

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

At  December  31,  2000,  the Company had a note  receivable  from its  majority
shareholder in the amount of $7,500.

At December  31,  2000,  the Company had a note  payable to  stockholder  in the
amount of $16,000.

ITEM 13-EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

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

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

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

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

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

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

---------------
1 Includes  (i) shares  beneficially  owned  based on  position  with BPI;  (ii)
estimated shares received in Reverse Acquisition in exchange for common stock of
BPI owned by Mr.  Reaves;  and (iii) 400,000  shares of Common Stock  underlying
options  granted to Mr. Reaves.  Mr. Reaves  disclaims  beneficial  ownership of
117,500  shares of Common  Stock  owned of  record  by BPI for the  purposes  of
Section 16 of the Exchange Act.
2 Includes (i) shares owned by a partnership  of which Mr. Manogue is a partner;
and (ii) 100,000  shares of Common Stock  underlying an option of BPI granted to
Mr. Manogue by BPI, which option has been assumed by the Company.
3 Includes  50,000 shares of Common Stock  underlying  an option  granted to Mr.
Bryant.
4 Includes  100,000  shares of Common Stock  underlying an option granted to Mr.
Stevens.


                                       15
<PAGE>

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

         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  (filed
                  herewith)

         10.3     Credit  Agreement  (Revolving  Credit Note) dated December 14,
                  2000  by  and  among  FieldPoint  Petroleum  Corp.  and  Union
                  Planters Bank (filed herewith)

         10.4     Audit  Committee  Charter  adopted by the Company on March 28,
                  2001 (filed herewith)

Reports on Form 8-K

         A report on Form 8-K filed on  December  27,  2000  reporting  an event
         under  Item  2.  Acquisition  or  Disposition  of  Assets  and  Item 7.
         Financial Statements and Exhibits.


                                   SIGNATURES

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

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

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

         Date:   04/12/01
               ------------

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

     By: /s/ Ray Reaves                                   Date: April 12, 2001
         ----------------------
         Ray Reaves
         President, Chief Executive Officer,
         Director, Chairman, Chief Financial Officer

     By: /s/ Roger D. Bryant                              Date: April 12, 2001
         -------------------
         Roger D. Bryant
         Director

     By: /s/ Robert A. Manogue                            Date: April 12, 2001
         ---------------------
         Robert A. Manogue
         Director

     By: /s/ Donald H. Stevens                            Date: April 12, 2001
         ---------------------
         Donald H. Stevens
         Director

                                       16
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT



Board of Directors and Stockholders
FieldPoint Petroleum Corporation
Austin, Texas

We have  audited the  accompanying  consolidated  balance  sheets of  FieldPoint
Petroleum  Corporation  as of  December  31,  2000  and  1999,  and the  related
consolidated statements of operations,  changes in stockholders' equity and cash
flows for the years then ended. These consolidated  financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of FieldPoint Petroleum
Corporation  as of December 31, 2000 and 1999, and the results of its operations
and its cash  flows for the years  then  ended,  in  conformity  with  generally
accepted accounting principles.

HEIN + ASSOCIATES LLP


Dallas, Texas
February 28, 2001


                                      F-1

<PAGE>
<TABLE>
<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------

                                                                                DECEMBER 31,
                                                                        --------------------------
                                                                            2000           1999
                                                                        -----------    -----------
<S>                                                                     <C>            <C>
CURRENT ASSETS:
   Cash                                                                 $   649,539    $   117,259
   Trading securities                                                         2,880          2,880
   Accounts receivable:
     Due from stockholder                                                     7,500           --
     Oil and gas sales                                                      180,418        135,067
     Joint interest billings, less allowance for doubtful accounts of
       $43,753 and $40,753, respectively                                     61,632         84,906
   Prepaid expenses                                                          54,535          2,535
                                                                        -----------    -----------
                  Total current assets                                      956,504        342,647

PROPERTY AND EQUIPMENT:
   Oil and gas properties (successful efforts method):
     Proved leasehold costs                                               3,704,362      2,396,998
     Lease and well equipment                                               437,731        351,425
   Furniture and equipment                                                   32,496         32,280
   Transportation equipment                                                  75,974         75,974
   Less accumulated depletion and depreciation                             (853,275)      (675,424)
                                                                        -----------    -----------
                  Net property and equipment                              3,397,288      2,181,253

OTHER ASSETS                                                                197,015         25,981
                                                                        -----------    -----------

                  Total assets                                          $ 4,550,807    $ 2,549,881
                                                                        ===========    ===========

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

CURRENT LIABILITIES:
   Current portion of long-term debt                                    $   407,143    $   409,132
   Accounts payable and accrued expenses                                    105,092        112,339
   Oil and gas revenues payable                                              63,862         49,799
                                                                        -----------    -----------
                  Total current liabilities                                 576,097        571,270

LONG-TERM DEBT, net of current portion                                    1,238,618        559,462
DEFERRED INCOME TAXES                                                        78,000         15,954
COMMITMENT (Note 10)
STOCKHOLDERS' EQUITY:
   Common stock,  $.01 par value,  75,000,000 shares  authorized;
     7,040,325 and 6,331,925 shares issued and outstanding,
      respectively                                                           70,403         63,319
   Additional paid-in capital                                             2,024,317      1,177,785
   Treasury stock, 117,500 shares, at cost                                   (1,175)        (1,175)
   Retained earnings                                                        564,547        163,266
                                                                        -----------    -----------
                  Total stockholders' equity                              2,658,092      1,403,195
                                                                        -----------    -----------
                  Total liabilities and stockholders' equity            $ 4,550,807    $ 2,549,881
                                                                        ===========    ===========

</TABLE>

             See accompanying notes to these financial statements.

                                       F-2

<PAGE>

                        FIELDPOINT PETROLEUM CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                         DECEMBER 31,
                                                 --------------------------
                                                     2000           1999
                                                 -----------    -----------
REVENUE:
   Oil and gas sales                             $ 1,509,024    $   786,361
   Well operational and pumping fees                 129,103        131,449
                                                 -----------    -----------
                  Total revenue                    1,638,127        917,810

COSTS AND EXPENSES:
   Production expense                                547,446        313,435
   Depletion and depreciation                        177,851        152,166
   General and administrative                        318,639        309,712
                                                 -----------    -----------
                  Total costs and expenses         1,043,936        775,313

OTHER INCOME (EXPENSE):
   Interest expense, net                             (71,464)       (83,826)
   Miscellaneous                                       8,010         19,562
                                                 -----------    -----------
                  Total other income (expense)       (63,454)       (64,264)
                                                 -----------    -----------

INCOME BEFORE INCOME TAXES                           530,737         78,233

INCOME TAX PROVISION - deferred                     (129,456)       (12,768)
                                                 -----------    -----------

NET INCOME                                       $   401,281    $    65,465
                                                 ===========    ===========

EARNINGS PER SHARE  - Basic and diluted          $       .06    $       .01
                                                 ===========    ===========





             See accompanying notes to these financial statements.

                                       F-3

<PAGE>
<TABLE>
<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

            FOR THE PERIOD FROM JANUARY 1, 1999 TO DECEMBER 31, 2000


                                                         Common Stock              Treasury Stock          Additional
                                                  -------------------------   -------------------------     Paid-In       Retained
                                                     Shares        Amount       Shares         Amount       Capital       Earnings
                                                  -----------   -----------  -----------    -----------   -----------   -----------
<S>                                               <C>           <C>          <C>            <C>           <C>           <C>
BALANCES, January 1, 1999                           4,613,259   $    46,132      210,000    $    (2,100)  $   117,723   $    97,801

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

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

Issuance of common stock to consultant                160,000         1,600         --             --         258,400          --
Exercise of options                                   115,000         1,150         --             --          10,350          --
Income tax benefit from stock options exercised          --            --           --             --          67,410          --
Exercise of warrants, net of commissions              433,400         4,334         --             --         510,372          --
Net income                                               --            --           --             --            --         401,281
                                                  -----------   -----------  -----------    -----------   -----------   -----------

BALANCES, December 31, 2000                         7,040,325   $    70,403      117,500    $    (1,175)  $ 2,024,317   $   564,547
                                                  ===========   ===========  ===========    ===========   ===========   ===========

                                                     Total
                                                  -----------

BALANCES, January 1, 1999                         $   259,556

Proceeds from private placement, net of
   offering costs                                     931,020
Issuance of common stock and treasury stock to
   private placement consultants                         --
Issuance of common stock to consultant                 41,500
Issuance of common stock to bridge lender               2,200
Exercise of options                                    46,000
Sales of treasury stock                                57,454
Net income for year                                    65,465
                                                  -----------

BALANCES, December 31, 1999                         1,403,195

Issuance of common stock to consultant                260,000
Exercise of options                                    11,500
Income tax benefit from stock options exercised        67,410
Exercise of warrants, net of commissions              514,706
Net income                                            401,281
                                                  -----------

BALANCES, December 31, 2000                       $ 2,658,092
                                                  ===========

</TABLE>


             See accompanying notes to these financial statements.

                                       F-3

<PAGE>
<TABLE>
<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                             DECEMBER 31,
                                                                     --------------------------
                                                                         2000           1999
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                        $   401,281    $    65,465
   Adjustments to reconcile to net cash from operating activities:
     Depletion and depreciation                                          177,851        152,166
     Deferred income taxes                                                62,046         15,954
     Income tax benefit from stock options exercised                      67,410           --
     Common stock and options issued for services                         25,998         43,700
   Changes in assets and liabilities:
     Accounts receivable and accrued income                              (29,577)       (93,722)
     Income taxes recoverable                                               --           48,000
     Prepaid expenses and other assets                                    10,968         30,834
     Accounts payable and accrued expenses                                (7,247)       (16,008)
     Oil and gas revenues payable                                         14,063        (12,739)
     Due to related party                                                   --          (15,000)
                                                                     -----------    -----------
                  Net cash provided by operating activities              722,793        218,650

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to oil and gas properties                                (1,393,670)    (1,280,387)
   Purchase of furniture and equipment                                      (216)        (1,877)
                                                                     -----------    -----------
                  Net cash used by investing activities               (1,393,886)    (1,282,264)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term debt                                        1,200,000        810,000
   Repayments of long-term debt                                         (522,833)      (664,976)
   Proceeds from sales of common stock, net of offering costs               --          977,020
   Proceeds from sales of treasury stock                                    --           57,454
   Proceeds from exercise of common stock options and warrants           526,206           --
                                                                     -----------    -----------
                  Net cash provided by financing activities            1,203,373      1,179,498
                                                                     -----------    -----------

NET CHANGE IN CASH                                                       532,280        115,884

CASH, beginning of year                                                  117,259          1,375
                                                                     -----------    -----------

CASH, end of year                                                    $   649,539    $   117,259
                                                                     ===========    ===========

SUPPLEMENTAL INFORMATION:
   Cash paid during the year for interest                            $    73,526    $    85,941
                                                                     ===========    ===========
   Cash paid during the year for income taxes                        $      --      $      --
                                                                     ===========    ===========
   Stock issued for future services                                  $   234,000    $      --
                                                                     ===========    ===========

</TABLE>

             See accompanying notes to these financial statements.

                                       F-5

<PAGE>

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

     Organization and Nature of Operations
     -------------------------------------
     FieldPoint Petroleum  Corporation ("the Company") is incorporated under the
     laws of the state of Colorado.  The Company is engaged in the  acquisition,
     operation and development of oil and gas  properties,  which are located in
     Oklahoma, South-Central Texas and Wyoming as of December 31, 2000.

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

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

     Oil and Gas Producing Operations
     --------------------------------
     The Company uses the  successful  efforts  method of accounting for its oil
     and gas producing activities.  Costs incurred by the Company related to the
     acquisition of oil and gas  properties and the cost of drilling  successful
     wells are  capitalized.  Costs  incurred  to  maintain  wells  and  related
     equipment  and lease and well  operating  costs are  charged  to expense as
     incurred. Gains and losses arising from sales of properties are included in
     income.   Unproved  properties  are  assessed   periodically  for  possible
     impairment. The Company had no unproved properties as of December 31, 2000.

     Capitalized  amounts  attributable  to proved  oil and gas  properties  are
     depleted  by  the  unit-of-production  method  based  on  proved  reserves.
     Depreciation and depletion  expense for oil and gas producing  property and
     related  equipment  was $159,851 and $134,166 for the years ended  December
     31, 2000 and 1999, respectively.

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

     Joint Interest Billings Receivable and Oil and Gas Revenue Payable

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

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


                                      F-6

<PAGE>

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Other Property
     --------------
     Other assets  classified as property and  equipment  are  primarily  office
     furniture  and   equipment  and  vehicles,   which  are  carried  at  cost.
     Depreciation  is provided  using the  straight-line  method over  estimated
     useful lives  ranging from five to seven years.  Gain or loss on retirement
     or sale or other  disposition of assets is included in income in the period
     of disposition.  Depreciation  expense for other property and equipment was
     $18,000  for  each  of  the  years  ended   December  31,  2000  and  1999,
     respectively.

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

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

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

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

     In December  2000,  the Company  acquired  interests  in certain  producing
     properties in Oklahoma for consideration of $1,010,015. The acquisition was
     financed with an extension of the  Company's  existing  borrowing  facility
     with a bank. The following  unaudited pro forma information is presented as
     if the  interests in the property had been  acquired on January 1, 2000 and
     1999, respectively.

                                                Year Ended December 31,
                                          --------------------------------
                                                2000               1999
                                          -------------      -------------
        Revenues                          $   2,455,276      $   1,601,769
        Net income                        $     400,283      $      35,301
        Net income per share              $         .06      $         .01



                                      F-7

<PAGE>
<TABLE>
<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

     At December 31, 2000, the Company had a short-term  advance receivable from
     its majority stockholder of $7,500.

     The Company leases office space from its majority stockholder. Rent expense
     for this lease was $12,000 for each of the years  ended  December  31, 2000
     and 1999.

     At  December  31,  2000 and  1999,  the  Company  had a note  payable  to a
     stockholder in the amount of $16,000 as described in Note 4.

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

     Long-term debt at December 31, 2000 and 1999 consisted of the following:

                                                                                            2000             1999
                                                                                      -------------    -------------
<S>                                                                                   <C>              <C>
     Note payable to a bank,  interest  at the  bank's  floating  rate,  monthly
        payments of principal and interest of $17,227 were due,  until  maturity
        in June  2001.  This  note was  collateralized  by  certain  oil and gas
        properties  and  guaranteed  by the majority stockholder of the Company.
        The note was repaid in 2000.                                                  $        --            299,703

     Note payable to a bank,  interest  at the  bank's  floating  rate,  monthly
        payments of principal of $3,788 plus accrued  interest  were due,  until
        maturity in March 2001. This note was  collateralized by certain oil and
        gas  properties  and  guaranteed  by  the  majority  stockholder  of the
        Company. The note was repaid in 2000.                                                  --             56,818

     Note payable to a bank,  interest  at the bank's  floating  rate  (10.5% at
        December 31,  2000),  monthly  payments of  principal  of $32,595,  plus
        accrued   interest,   until  maturity  in  April  2002.   This  note  is
        collateralized  by certain oil and gas  properties  and is guaranteed by
        the majority stockholder of the Company.                                          1,629,761          576,190

     Unsecured note payable to a  stockholder,  interest at the prime rate (9.5%
        at December 31, 2000), principal and accrued interest due upon demand.               16,000           16,000

     Other notes payable collateralized by vehicles.                                           --             19,883
                                                                                      -------------    -------------
     Total                                                                                1,645,761          968,594
     Less current portion                                                                  (407,143)        (409,132)
                                                                                      -------------    -------------
                                                                                      $   1,238,618    $     559,462
                                                                                      =============    =============

</TABLE>

     Maturities  of  long-term  debt for the  years  ending  December  31 are as
     follows:

                                    2001           $    407,143
                                    2002              1,238,618
                                                   ------------
                                                   $  1,645,761


                                      F-8

<PAGE>
<TABLE>
<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.   INCOME TAXES
     ------------

     The difference between the Company's  effective federal income tax rate and
     the statutory  federal income tax rate in the years ended December 31, 2000
     and 1999  primarily  results  from the  effect of tax  benefits  on options
     exercised  deductible  for tax and not for book,  and  differences  between
     depletion for book and tax.

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

                                                                                            DECEMBER 31,
                                                                                  -----------------------------
                                                                                       2000             1999
                                                                                  ------------     ------------
<S>                                                                               <C>              <C>
     Deferred tax assets:
        Non-deductible acquisition cost                                           $     13,000     $     13,000
        Net operating loss carryforwards                                                11,000           13,000
        Allowance for doubtful accounts and other assets                                38,000            1,000
                                                                                  ------------     ------------
                                                                                        62,000           27,000
     Deferred tax liabilities:
        Difference in bases of oil and gas properties                                 (140,000)         (42,954)
                                                                                  ------------     ------------

     Net asset (liability) before valuation allowance                                  (78,000)         (15,954)
     Valuation allowance                                                                  --               --
                                                                                  ------------     ------------
        Net asset (liability)                                                     $    (78,000)    $    (15,954)
                                                                                  ============     ============

6.   EARNINGS PER SHARE
     ------------------

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

                                                                                            DECEMBER 31,
                                                                                  -----------------------------
                                                                                       2000             1999
                                                                                  ------------     ------------
     Numerator:
        Net income                                                                $    401,281     $     65,465
                                                                                  ------------     ------------
        Numerator for basic and diluted earnings per share                             401,281           65,465

     Denominator:
        Denominator for basic earnings per share - weighted average shares           6,629,182       5,568,811

     Effect of dilutive securities:
     Director stock options                                                            222,815          296,928
     Warrants                                                                          255,530           75,359
                                                                                  ------------     ------------
     Dilutive potential common shares                                                  478,345          372,287
                                                                                  ------------     ------------

        Denominator for diluted earnings per share - adjusted weighted average
           shares                                                                    7,107,527        5,941,098
                                                                                  ============     ============

     Basic earnings per share                                                     $       0.06     $       0.01
                                                                                  ============     ============
     Diluted earnings per share                                                   $       0.06     $       0.01
                                                                                  ============     ============

</TABLE>

                                      F-9

<PAGE>

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     For  additional  disclosures  regarding the stock options and the warrants,
     see Note 7. The net effect of  converting  stock  options  and  warrants to
     purchase  1,683,266 and 1,881,666 shares of common stock at exercise prices
     less than the average market prices has been included in the computation of
     diluted  earnings per share for the year ended  December 31, 2000 and 1999,
     respectively.

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

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

     In January 2000, the Company granted 200,000 non-qualified stock options to
     a director to purchase the Company's common stock at $0.69 per share, which
     was greater than the quoted market price on the date of grant.  The options
     may be exercised from December 31, 2000 to December 31, 2002.

     In July 2000, the Company  granted 300,000  non-qualified  stock options to
     directors to purchase the Company's common stock at $2.13 per share,  which
     was greater than the quoted market price on the date of grant.  The options
     are exercisable from January 2001 to April 2004.

     SFAS 123 Disclosures
     --------------------
     The  following is a summary of activity for the stock  options  granted for
     the years ended December 31, 2000 and 1999:

                                       DECEMBER 31, 2000      DECEMBER 31, 1999
                                     --------------------   --------------------
                                                 Weighted               Weighted
                                                  Average                Average
                                       Number    Exercise     Number    Exercise
                                     Of Shares     Price    Of Shares     Price
                                     ---------   --------   ---------   --------

     Outstanding, beginning of year    415,000   $   0.10     455,000   $   0.18

         Canceled or expired                -    $    -        (5,000)  $   0.88
         Granted                       500,000   $   1.55     100,000   $   1.16
         Exercised                    (115,000)  $   0.10    (135,000)  $   0.34
                                     ---------   --------   ---------   --------

     Outstanding, end of year          800,000   $   1.14     415,000   $   0.36
                                     =========   ========   =========   ========
     Exercisable, end of year          500,000   $   1.55     315,000   $   0.10
                                     =========   ========   =========   ========



                                      F-10

<PAGE>
<TABLE>
<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     If not previously exercised,  options outstanding at December 31, 2000 will
     expire as follows:

                                                              Weighted
                                                               Average
                                                 Number       Exercise
                                                Of Shares       Price
                                                ---------     --------

                 December 31, 2001                200,000     $   0.10
                 December 31, 2002                300,000         0.85
                 December 31, 2004                300,000         2.13
                                                ---------     --------
                                      Total       800,000     $   1.14
                                                =========     ========

     Presented below is a comparison of the weighted average exercise prices and
     fair values of the Company's  common stock options on the measurement  date
     for the options  granted  during  fiscal years 2000 and 1999.  The exercise
     price exceeded the market price at the measurement date for each option.

                                                   2000                             1999
                                      -----------------------------    -----------------------------
                                        Number    Exercise    Fair       Number    Exercise    Fair
                                      Of Shares     Price     Value    Of shares     Price     Value
                                      ---------   --------   ------    ---------   --------   ------
<S>                                   <C>         <C>        <C>       <C>         <C>        <C>
     Exercise  price greater than
         market price                   500,000   $   1.51   $ 1.55      100,000      $1.16   $ 0.77

</TABLE>

     Pro Forma Stock-Based Compensation Disclosures
     ----------------------------------------------
     As discussed in Note 1, the Company  applies APB Opinion No. 25 and related
     interpretations  in  accounting  for its  stock  options.  Accordingly,  no
     compensation  cost has been  recognized  for grants of options to employees
     since the  exercise  prices  were not lower than the  market  prices of the
     Company's  common stock on the measurement  dates.  Had  compensation  been
     determined  based on the estimated fair value at the measurement  dates for
     awards under those plans consistent with the method  prescribed by SFAS No.
     123, the  Company's  December 31, 2000 and 1999 net income and earnings per
     share would have been changed to the pro forma amounts indicated below.

                                                       2000            1999
                                                  ------------    ------------
     Net income:
        As reported                               $    401,281    $     65,465
        Pro forma                                      162,024           1,006
     Net income per common share:
        As reported                               $       0.06    $       0.01
        Pro forma                                 $       0.02    $        *

     The estimated fair value of each officer and director option granted during
     fiscal  year  2000 and 1999 was  estimated  on the date of grant  using the
     Black-Scholes option-pricing model with the following assumptions:

                                                       2000            1999
                                                  ------------    ------------
     Expected volatility                          111.3%-119.6%          104.7%
     Risk-free interest rate                              5.81%           5.88%
     Expected dividends                                   --              --
     Expected terms (in years)                             2-3               3


                                      F-11

<PAGE>

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.   STOCKHOLDERS' EQUITY
     --------------------

     During 1999, the Company closed a private placement of its common stock and
     redeemable  common stock  purchase  warrants.  The Company  sold  1,466,666
     equity units for $0.75 per unit. Each unit consisted of one share of common
     stock and one  redeemable  Class A common  stock  purchase  warrant with an
     exercise price of $1.25.  Proceeds from the offering totaled $931,020,  net
     of approximately  $168,980 of associated commissions and offering expenses.
     In the current year, warrants  representing  433,400 shares of common stock
     were exercised, netting proceeds of $514,706 after approximately $27,044 of
     commissions.  At December 31, 2000,  warrants for the purchase of 1,033,266
     common shares remain outstanding.

     The warrants are  exercisable  during a three-year  period  commencing  the
     earlier of one year from the date of  issuance or the  effective  date of a
     registration   statement   registering  the  warrants.   The  warrants  are
     redeemable by the Company at $0.01 per warrant if the public  trading price
     of the Company's  common stock equals or exceeds 150% of the exercise price
     of the warrants for twenty consecutive days. The warrants were not redeemed
     as of December 31, 2000.

     In June  2000,  the  Company  issued  160,000  shares of common  stock to a
     consultant  in lieu of cash for  services.  The shares were recorded at the
     quoted  market  value  of the  stock  at the  time  of the  transaction  of
     $260,000.  This amount is being  amortized  over the five-year  life of the
     contract.

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

     The Company is engaged in oil and gas  exploration  and  production and may
     become subject to certain liabilities as they relate to environmental clean
     up of well  sites or other  environmental  restoration  procedures  as they
     relate to the drilling of oil and gas wells and the operation  thereof.  In
     the Company's acquisition of existing or previously drilled well bores, the
     Company may not be aware of what environmental safeguards were taken at the
     time such wells were  drilled or during such time the wells were  operated.
     Should  it be  determined  that a  liability  exists  with  respect  to any
     environmental  clean  up or  restoration,  the  liability  to  cure  such a
     violation  could fall upon the Company.  No claim has been made, nor is the
     Company aware of any liability which the Company may have, as it relates to
     any  environmental  clean up,  restoration or the violation of any rules or
     regulations relating thereto.

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

     As of December 31, 2000 and 1999,  the Company had a $10,000 open letter of
     credit in favor of the State of Wyoming as a plugging  bond.  The letter of
     credit is collateralized by a certificate of deposit in the same amount.

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

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


                                      F-12

<PAGE>
<TABLE>
<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Financial  instruments  that  subject the  Company to credit  risk  consist
     principally of receivables. The receivables are primarily from companies in
     the oil and gas business or from  individual oil and gas  investors.  These
     parties  are  primarily  located in the  Southwestern  region of the United
     States. The Company does not ordinarily require collateral, but in the case
     of receivables for joint  operations,  the Company often has the ability to
     offset amounts due against the  participant's  share of production from the
     related property.  The Company believes the allowance for doubtful accounts
     at December 31, 2000 and 1999 is adequate.

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

                     Customer               2000        1999
                     --------             --------    --------
                         A                   23%         45%
                         B                   38%         14%
                         C                   14%         17%
                         D                   13%         14%
                         E                   10%          -

     Additionally, the four customers above accounted for a total of 85% and 88%
     of  accrued  oil  and  gas  sales  as  of  December   31,  2000  and  1999,
     respectively.

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

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

                                                                            YEAR ENDED DECEMBER 31,
                                                                          --------------------------
                                                                              2000           1999
                                                                          -----------    -----------
<S>                                                                       <C>            <C>
     Costs incurred in oil and gas producing activities:
        Acquisition of unproved properties                                $      --      $      --
        Acquisition of proved properties                                    1,209,653      1,137,062
        Development costs                                                     184,017        143,325
                                                                          -----------    -----------
                        Total costs incurred                              $ 1,393,670    $ 1,280,387
                                                                          ===========    ===========

     Net capitalized costs related to oil and gas producing activities:
        Proved leasehold costs and lease and well equipment               $ 4,142,093    $ 2,748,423
        Less accumulated depletion and depreciation                          (755,785)      (594,434)
                                                                          -----------    -----------
                        Net oil and gas property costs                    $ 3,386,308    $ 2,153,989
                                                                          ===========    ===========

</TABLE>

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


                                      F-13

<PAGE>
<TABLE>
<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

     Balance, January 1, 1999                              153,076      488,947

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

     Purchase of minerals in place                         252,885       16,388
     Revisions of previous estimates                        49,857     (152,974)
     Production                                            (37,769)    (143,172)
                                                        ----------   ----------
     Balance, December 31, 2000                            877,345    1,841,835
                                                        ==========   ==========

     Proved developed reserves, December 31, 2000          813,957    1,796,644
                                                        ==========   ==========
     Proved developed reserves, December 31, 1999          549,203    2,076,403
                                                        ==========   ==========

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

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

     The  standardized  measure of discounted  future net cash flows at December
     31,  2000 and 1999,  relating  to proved oil and gas  reserves is set forth
     below. The assumptions  used to compute the standardized  measure are those
     prescribed by the Financial Accounting Standards Board and, as such, do not
     necessarily  reflect the Company's  expectations  of actual  revenues to be
     derived  from those  reserves  nor their  present  worth.  The  limitations
     inherent in the reserve quantity  estimation process are equally applicable
     to the  standardized  measure  computations  since these  estimates are the
     basis for the valuation process.

                                                                   YEAR ENDED DECEMBER 31,
                                                                ----------------------------
                                                                     2000            1999
                                                                ------------    ------------
<S>                                                             <C>             <C>
     Future cash inflows                                        $ 29,271,000    $ 17,316,000
     Future development and production costs                     (12,335,000)     (6,442,000)
                                                                ------------    ------------

     Future net cash flows, before income tax                     16,936,000      10,874,000
     Future income taxes                                          (5,667,000)     (3,117,000)
                                                                ------------    ------------

     Future net cash flows                                        11,269,000       7,757,000
     10% annual discount                                          (4,169,000)     (3,056,000)
                                                                ------------    ------------

     Standardized measure of discounted future net cash flows   $  7,100,000    $  4,701,000
                                                                ============    ============

</TABLE>


                                      F-14

<PAGE>
<TABLE>
<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

                                                                YEAR ENDED DECEMBER 31,
                                                              --------------------------
                                                                  2000           1999
                                                              -----------    -----------
<S>                                                           <C>            <C>
     Sales of oil and gas produced, net of production costs   $  (962,000)      (473,000)
     Purchase of minerals in place                              1,779,000      5,101,000
     Net changes in prices and production costs                 2,382,000      1,288,000
     Revisions and other                                          336,000        (56,000)
     Accretion of discount                                        470,000         52,000
     Net change in income taxes                                (1,606,000)    (1,734,000)
                                                              -----------    -----------
           Net change                                           2,399,000      4,178,000
     Balance, beginning of year                                 4,701,000        523,000
                                                              -----------    -----------
     Balance, end of year                                     $ 7,100,000    $ 4,701,000
                                                              ===========    ===========

</TABLE>



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










                                      F-15