##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2010.
 o
    
    Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File Number: 001-32624
 FIELDPOINT PETROLEUM CORPORATION
  Colorado
    
    84-0811034(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 (Address of Principal Executive Offices) (Zip Code)
 (Issuers Telephone Number, Including Area Code)
 
  Common Stock, $.01 Par Value
 Yes o  No  þ
 o
 Note
 Yes þ No o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 Yes o No þ
   e.g.,
 Exhibits




---



TABLE OF CONTENTS  PART IITEM 1- BUSINESSITEM 1A  RISK FACTORSITEM 1B.   UNRESOLVED STAFF COMMENTSITEM 2  PROPERTIESITEM 3  LEGAL PROCEEDINGSITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5-MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERSITEM 6 SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11 EXECUTIVE COMPENSATIONITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESExhibit 31Exhibit 32Exhibit 99.1Exhibit 99.2    Table of Contents  
 PART I
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
 ITEM 1-

    BUSINESS
 General
   Business Strategy
   1




---



##### Table of Contents



Operations
  Market for Oil and Natural Gas
  Competition
   2




---



##### Table of Contents



Environmental Matters and Government Regulations
   Operational Hazards and Insurance
   Administration
   
 ITEM 1A

    -RISK FACTORS.
 Oil and gas operations are risky.
   3




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



ITEM 1B.

    -UNRESOLVED STAFF COMMENTS.
  
 ITEM 2-

    PROPERTIES
 Principal Oil and Natural Gas Interests
 Block A-49 and Block 6 Field, Andrews County, Texas
 South Vacuum Field, Lea County, New Mexico
 Spraberry Trend, Midland County, Texas
 Flying M Field, Lea County, New Mexico
 Sulimar Field, Chaves County, New Mexico
 Apache Field, Caddo County, Oklahoma
  9




---



##### Table of Contents



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




---



##### Table of Contents



Serbin Field, Lee and Bastrop Counties Texas
 Tuleta West Field, Bee County Texas,
 Production
  Oil (bbl)
    
    
    Gas (mcf)Production by State
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Louisiana
    
    
    23
    
    
    
    47
    
    
    
    10,381
    
    
    
    11,454New Mexico
    
    
    17,854
    
    
    
    12,301
    
    
    
    89,334
    
    
    
    88,942Oklahoma
    
    
    30,401
    
    
    
    27,960
    
    
    
    18,984
    
    
    
    16,942Texas
    
    
    22,720
    
    
    
    13,518
    
    
    
    33,619
    
    
    
    43,863Wyoming
    
    
    6,576
    
    
    
    5,231
    
    
    
    
    
    
    
    TOTAL
    
    
    77,574
    
    
    
    59,057
    
    
    
    152,318
    
    
    
    161,201
  Productive Wells
   Oil
    
    
    GasState
    
    Gross(1)
    
    
    Net(2)
    
    
    Gross(1)
    
    
    Net(2)Louisiana
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    .24New Mexico
    
    
    6
    
    
    
    2.19
    
    
    
    7
    
    
    
    2.31Oklahoma
    
    
    219
    
    
    
    51.13
    
    
    
    37
    
    
    
    4.59Texas
    
    
    92
    
    
    
    35.67
    
    
    
    8
    
    
    
    4.15Wyoming
    
    
    5
    
    
    
    3.01
    
    
    
    
    
    
    
    Total
    
    
    322
    
    
    
    92.00
    
    
    
    54
    
    
    
    11.29
 1
    
    A gross well or acre is a well or acre in which a working interest is owned. The
number of gross wells is the total number of wells in which a working interest is owned. The
number of gross acres is the total number of acres in which a working interest is owned.2
    
    A net well or acre is deemed to exist when the sum of fractional ownership working
interests in gross wells or acres equals one. The number of net wells or acres is the sum of the
fractional working interests owned in gross wells or acres expressed as whole numbers and fractions
thereof.  11




---



##### Table of Contents



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




---



##### Table of Contents




    
    Preparation of reserves estimates.Disclosure is required regarding
the internal controls used to assure objectivity in the reserves
estimation process and the qualifications of the technical person
primarily responsible for preparing reserves estimates; and
    
    Third party reports.We are now required to file the report of any
third party used to prepare or audit reserves our estimates.
  Estimated Proved Reserves/Developed and Undeveloped Reserves:
 Estimated Proved Reserves
 Proved Reserves
    
    Oil (Bbls)
    
    
    Gas (Mcf)Estimated quantity, January 1, 2009
    
    
    936,759
    
    
    
    2,386,023Revisions of previous estimates
    
    
    63,461
    
    
    
    22,295Extensions and discoveries
    
    
    47,470
    
    
    
    94,930Purchase of minerals in place
    
    
    214,550
    
    
    
    1,116,660Production
    
    
    (59,057
    )
    
    
    (161,201
    )Estimated quantity, December 31, 2009
    
    
    1,203,183
    
    
    
    3,458,707Revisions of previous estimates
    
    
    43,346
    
    
    
    (667,733
    )Extensions and discoveries
    
    
    
    
    
    
    Purchase of minerals in place
    
    
    
    
    
    
    Production
    
    
    (77,574
    )
    
    
    (152,318
    )Estimated quantity, December 31, 2010
    
    
    1,168,955
    
    
    
    2,638,656
 Proved Developed and Undeveloped Reserves
 Developed
    
    
    Undeveloped
    
    
    TotalOil (Bbls)December 31, 2010
    
    
    885,658
    
    
    
    283,297
    
    
    
    1,168,955December 31, 2009
    
    
    940,959
    
    
    
    262,224
    
    
    
    1,203,183Gas (Mcf)December 31, 2010
    
    
    2,181,689
    
    
    
    456,967
    
    
    
    2,638,656December 31, 2009
    
    
    2,740,721
    
    
    
    717,986
    
    
    
    3,458,707
  13




---



##### Table of Contents



Proved Undeveloped Reserves
   Preparation of Proved Reserves Estimates
      14




---



##### Table of Contents



Technologies Used in Preparation of Proved Reserves Estimates
     Reserves Sensitivity Analysis
  Oil and Gas Reserves Reported to Other Agencies
 Title Examinations: Oil and Gas
   15




---



##### Table of Contents



Acreage
  Developed
    
    
    UndevelopedState
    
    Gross(1)
    
    
    Net(2)
    
    
    Gross(1)
    
    
    Net(2)Louisiana
    
    
    320
    
    
    
    78
    
    
    
    
    
    
    
    New Mexico
    
    
    2,240
    
    
    
    820
    
    
    
    3,120
    
    
    
    970North Dakota
    
    
    
    
    
    
    
    
    
    
    800
    
    
    
    672Oklahoma
    
    
    8,826
    
    
    
    1,300
    
    
    
    200
    
    
    
    19Texas
    
    
    3,343
    
    
    
    1,201
    
    
    
    1,360
    
    
    
    1,000Wyoming
    
    
    560
    
    
    
    268
    
    
    
    2,306
    
    
    
    1,880Total
    
    
    15,289
    
    
    
    3,667
    
    
    
    7,786
    
    
    
    4,541
 1
    
    A gross well or acre is a well or acre in which a working interest is owned. The
number of gross wells is the total number of wells in which a working interest is owned. The
number of gross acres is the total number of acres in which a working interest is owned.2
    
    A net well or acre is deemed to exist when the sum of fractional ownership working
interests in gross wells or acres equals one. The number of net wells or acres is the sum of the
fractional working interests owned in gross wells or acres expressed as whole numbers and fractions
thereof. 
 ITEM 3- LEGAL PROCEEDINGS
  
 ITEM 4- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   16




---



##### Table of Contents



PART II
 
 ITEM 5- MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
  CLOSING BIDFISCAL 2009
    
    HIGH
    
    
    LOWFirst Quarter
    
    
    3.18
    
    
    
    1.18Second Quarter
    
    
    2.62
    
    
    
    1.46Third Quarter
    
    
    2.70
    
    
    
    1.59Fourth Quarter
    
    
    2.65
    
    
    
    1.88
 FISCAL 2010
    
    HIGH
    
    
    LOWFirst Quarter
    
    
    2.50
    
    
    
    1.93Second Quarter
    
    
    3.20
    
    
    
    2.11Third Quarter
    
    
    3.90
    
    
    
    2.63Fourth Quarter
    
    
    4.55
    
    
    
    2.73
   17




---



##### Table of Contents



Recent Sales of Unregistered Securities
 Issuer Purchases of Equity Securities
 (d)Maximum number(or approximate(c)
    
    
    dollar value) ofTotal number of shares
    
    
    shares (or units)(or units) purchased as
    
    
    that may yet be(a)
    
    
    (b)
    
    
    part of publicly
    
    
    purchased underTotal number of shares
    
    
    Average price paid per
    
    
    announced plans or
    
    
    the plans orPeriod
    
    (or units) purchased
    
    
    share (or unit)
    
    
    programs
    
    
    programsOctober 01, 2010 to October 30, 2010
    
    
    19,200
    
    
    
    $2.99
    
    
    
    19,200
    
    
    
    $224,255November 01, 2010 to November 30, 2010
    
    
    25,000
    
    
    
    $3.71
    
    
    
    25,000
    
    
    
    $131,500December 01, 2010 to December 30, 2010
    
    
    13,000
    
    
    
    $4.41
    
    
    
    13,000
    
    
    
    $74,170Total
    
    
    57,200
    
    
    
    
    
    
    
    57,200
   18




---



##### Table of Contents



EQUITY COMPENSATION PLAN INFORMATION
 Number ofsecuritiesremainingavailable forfutureissuancesNumber of
    
    
    Weighted
    
    
    under equitysecurities to be
    
    
    average
    
    
    compensationissued upon
    
    
    exercise price
    
    
    plansexercise of
    
    
    of outstanding
    
    
    (excludingoutstanding
    
    
    options,
    
    
    securitiesoptions, warrants
    
    
    warrants and
    
    
    reflected inand rights
    
    
    rights
    
    
    column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by security holders
    
    
    
    
    
    
    
    
    
    
    Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    
 
 ITEM 6

    SELECTED FINANCIAL DATA
  Years Ended December 31,Statements of Operations Data:
    
    2010
    
    
    2009Total revenues
    
    $
    7,008,783
    
    
    $
    3,910,043Operating expenses
    
    
    5,571,076
    
    
    
    3,867,000Net income
    
    
    787,470
    
    
    
    1,235Basic earnings per share
    
    $
    0.10
    
    
    $
    0.00Shares used in computing basic earnings per share
    
    
    8,200,541
    
    
    
    8,503,693Diluted earnings per share
    
    $
    0.10
    
    
    $
    0.00Shares used in computing diluted earnings per share
    
    
    8,200,541
    
    
    
    8,503,693
 December 31,Balance Sheet Data:
    
    2010
    
    
    2009Working capital
    
    $
    2,604,029
    
    
    $
    1,251,517Total assets
    
    
    18,561,608
    
    
    
    18,184,311Total liabilities
    
    
    9,930,009
    
    
    
    9,509,230Stockholders equity
    
    
    8,631,599
    
    
    
    8,675,081
  19




---



##### Table of Contents



ITEM 7.

    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
  Overview
  Results of Operations
 Years Ended December 31,2010
    
    
    2009Revenues:Oil sales
    
    $
    6,081,913
    
    
    $
    3,194,281Natural gas sales
    
    
    793,992
    
    
    
    623,497Total
    
    $
    6,875,905
    
    
    $
    3,817,778Sales volumes:Oil (Bbls)
    
    
    77,574
    
    
    
    59,057Natural gas (Mcf)
    
    
    152,318
    
    
    
    161,201Total (BOE)
    
    
    102,960
    
    
    
    85,924Average sales pricesOil ($/Bbl)
    
    $
    78.40
    
    
    $
    54.09Natural gas ($/Mcf)
    
    
    5.21
    
    
    
    3.87Total ($/BOE)
    
    $
    66.78
    
    
    $
    44.43Costs and expenses ($/BOE)Lease operating
    
    $
    21.89
    
    
    $
    17.69Production taxes
    
    
    4.52
    
    
    
    3.35Depletion and depreciation
    
    
    10.72
    
    
    
    10.22Impairment of oil and natural gas properties
    
    
    5.24
    
    
    
    Accretion of discount on asset retirement obligations
    
    
    0.78
    
    
    
    0.68General and administrative
    
    
    10.96
    
    
    
    13.07Total
    
    $
    54.11
    
    
    $
    45.01
  20




---



##### Table of Contents



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




---



##### Table of Contents



Liquidity and Capital Resources
   Capital Requirements
    22




---



##### Table of Contents



Contractual Obligations and Commitments
  Obligation Due in Period
 Cash ContractualObligations
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    Total(in thousands)Credit facility (secured)
    
    $
    
    
    
    $
    6,740
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    6,740Interest on credit facility
    
    
    258
    
    
    
    215
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    473Total
    
    $
    258
    
    
    $
    6,955
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    7,213
 Off-Balance Sheet Arrangements
  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Successful Efforts Method of Accounting
    23




---



##### Table of Contents



Reserve Estimates
  Impairment of Oil and Natural Gas Properties
   24




---



##### Table of Contents



Reporting Requirements
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   25




---



##### Table of Contents



ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 Index to Financial Statements
 PageReport of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets
    
    
    F-3Consolidated Statements of Operations
    
    
    F-4Consolidated Statements of Changes in Stockholders Equity
    
    
    F-5Consolidated Statements of Cash Flows
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7Supplemental Oil and Natural Gas Information (Unaudited)
    
    
    F-16
  F-1




---



##### Table of Contents



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




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 
  December 31,2010
    
    
    2009ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    984,770
    
    
    $
    657,942Short-term investments
    
    
    44,422
    
    
    
    44,605Accounts receivable:Oil and natural gas sales
    
    
    723,218
    
    
    
    707,026Joint interest billings, less allowance for doubtful accounts of $99,192 each period
    
    
    246,655
    
    
    
    220,550Income taxes receivable
    
    
    206,000
    
    
    
    90,323Deferred income tax asset-current
    
    
    99,000
    
    
    
    37,000Prepaid drilling expenses
    
    
    975,538
    
    
    
    Prepaid expenses and other current assets
    
    
    76,433
    
    
    
    101,949Total current assets
    
    
    3,356,036
    
    
    
    1,859,395PROPERTY AND EQUIPMENT:Oil and natural gas properties (successful efforts method)
    
    
    24,434,664
    
    
    
    23,910,782Other equipment
    
    
    89,248
    
    
    
    89,248Less accumulated depletion and depreciation
    
    
    (9,318,340
    )
    
    
    (7,675,114
    )Net property and equipment
    
    
    15,205,572
    
    
    
    16,324,916Total assets
    
    $
    18,561,608
    
    
    $
    18,184,311LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable and accrued expenses
    
    $
    553,760
    
    
    $
    428,512Oil and natural gas revenues payable
    
    
    198,247
    
    
    
    179,366Total current liabilities
    
    
    752,007
    
    
    
    607,878LONG-TERM DEBT
    
    
    6,740,000
    
    
    
    6,744,755DEFERRED INCOME TAXES
    
    
    1,033,000
    
    
    
    831,595ASSET RETIREMENT OBLIGATION
    
    
    1,405,002
    
    
    
    1,325,002Total liabilities
    
    
    9,930,009
    
    
    
    9,509,230COMMITMENTS AND CONTINGENCIES(Notes 8 and 9)STOCKHOLDERS EQUITY:Common stock, $.01 par value, 75,000,000 shares authorized; 8,910,175 shares issued, each period; 8,077,175 and 8,370,175 outstanding,
respectively
    
    
    89,101
    
    
    
    89,101Additional paid-in capital
    
    
    4,573,580
    
    
    
    4,573,580Retained earnings
    
    
    5,577,260
    
    
    
    4,789,790Treasury stock, 833,000 and 540,000 shares, respectively, at cost
    
    
    (1,608,342
    )
    
    
    (777,390
    )Total stockholders equity
    
    
    8,631,599
    
    
    
    8,675,081Total liabilities and stockholders equity
    
    $
    18,561,608
    
    
    $
    18,184,311
 See accompanying notes to these consolidated financial statements.
  F-3




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 December 31,2010
    
    
    2009REVENUE:Oil and natural gas sales
    
    $
    6,875,905
    
    
    $
    3,817,778Well operational and pumping fees
    
    
    68,265
    
    
    
    68,265Disposal fees
    
    
    64,613
    
    
    
    24,000Total revenue
    
    
    7,008,783
    
    
    
    3,910,043COSTS AND EXPENSES:Lease operating
    
    
    2,719,052
    
    
    
    1,808,072Depletion and depreciation
    
    
    1,104,000
    
    
    
    878,000Impairment of oil and natural gas properties
    
    
    539,226
    
    
    
    Accretion of discount on asset retirement obligations
    
    
    80,000
    
    
    
    58,000General and administrative
    
    
    1,128,798
    
    
    
    1,122,928Total costs and expenses
    
    
    5,571,076
    
    
    
    3,867,000OPERATING INCOME
    
    
    1,437,707
    
    
    
    43,043OTHER INCOME (EXPENSE):Interest income
    
    
    5,366
    
    
    
    3,229Interest expense
    
    
    (248,798
    )
    
    
    (128,168
    )Realized gain on short-term investments
    
    
    
    
    
    
    73,463Miscellaneous income
    
    
    43,195
    
    
    
    49,066Total other income (expense)
    
    
    (200,237
    )
    
    
    (2,410
    )INCOME BEFORE INCOME TAXES
    
    
    1,237,470
    
    
    
    40,633INCOME TAX PROVISION current
    
    
    (245,000
    )
    
    
    125,559INCOME TAX PROVISION deferred
    
    
    (205,000
    )
    
    
    (164,957
    )TOTAL INCOME TAX PROVISION
    
    
    (450,000
    )
    
    
    (39,398
    )NET INCOME
    
    $
    787,470
    
    
    $
    1,235EARNINGS PER SHARE:BASIC
    
    $
    0.10
    
    
    $
    0.00DILUTED
    
    $
    0.10
    
    
    $
    0.00WEIGHTED AVERAGE SHARES OUTSTANDING:Basic
    
    
    8,200,541
    
    
    
    8,503,693Diluted
    
    
    8,200,541
    
    
    
    8,503,693
 See accompanying notes to these consolidated financial statements.
  F-4




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 
  For the Years Ended December and
 AdditionalCommon Stock
    
    
    Paid-in
    
    
    Retained
    
    
    Treasury StockShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Shares
    
    
    Amount
    
    
    TotalBALANCES, January 1, 2009
    
    
    8,910,175
    
    
    $
    89,101
    
    
    $
    4,573,580
    
    
    $
    4,788,555
    
    
    
    364,000
    
    
    $
    (392,162
    )
    
    $
    9,059,074Purchase of treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    176,000
    
    
    
    (385,228
    )
    
    
    (385,228
    )Share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,235
    
    
    
    
    
    
    
    
    
    
    
    1,235BALANCES, December 31, 2009
    
    
    8,910,175
    
    
    
    89,101
    
    
    
    4,573,580
    
    
    
    4,789,790
    
    
    
    540,000
    
    
    
    (777,390
    )
    
    
    8,675,081Purchase of treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    293,000
    
    
    
    (830,952
    )
    
    
    (830,952
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    787,470
    
    
    
    
    
    
    
    
    
    
    
    787,470BALANCES, December 31, 2010
    
    
    8,910,175
    
    
    $
    89,101
    
    
    $
    4,573,580
    
    
    $
    5,577,260
    
    
    
    833,000
    
    
    $
    (1,608,342
    )
    
    $
    8,631,599
 See accompanying notes to these consolidated financial statements.
  F-5




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 
  December 31,2010
    
    
    2009CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    787,470
    
    
    $
    1,235Adjustments to reconcile net income to net cash provided by
operating activities:Proceeds from sale of short term investments
    
    
    
    
    
    
    585,139Realized gain on sale of short term investments
    
    
    
    
    
    
    (73,463
    )Depletion and depreciation
    
    
    1,104,000
    
    
    
    878,000Impairment of oil and gas properties
    
    
    539,226
    
    
    
    Deferred income taxes
    
    
    205,000
    
    
    
    164,957Accretion of discount on asset retirement obligations
    
    
    80,000
    
    
    
    58,000Changes in assets and liabilities:Accounts receivable
    
    
    (42,297
    )
    
    
    (367,643
    )Income taxes receivable
    
    
    (115,677
    )
    
    
    184,577Prepaid expenses and other current assets
    
    
    (950,022
    )
    
    
    (47,205
    )Accounts payable and accrued expenses
    
    
    125,248
    
    
    
    15,617Oil and natural gas revenues payable
    
    
    18,881
    
    
    
    37,681Other
    
    
    (65,412
    )
    
    
    (1,291
    )Net cash provided by operating activities
    
    
    1,686,417
    
    
    
    1,435,604CASH FLOWS FROM INVESTING ACTIVITIES:Additions to oil and natural gas properties
    
    
    (523,882
    )
    
    
    (464,117
    )Acquisitions of oil and natural gas properties
    
    
    
    
    
    
    (5,400,630
    )Other
    
    
    
    
    
    
    3,051Net cash used in investing activities
    
    
    (523,882
    )
    
    
    (5,861,696
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from long-term debt
    
    
    
    
    
    
    5,100,630Repayments of long-term debt
    
    
    (4,755
    )
    
    
    (55,000
    )Purchase of treasury shares
    
    
    (830,952
    )
    
    
    (385,228
    )Net cash provided by (used in) financing activities
    
    
    (835,707
    )
    
    
    4,660,402NET INCREASE IN CASH
    
    
    326,828
    
    
    
    234,310CASH, beginning of year
    
    
    657,942
    
    
    
    423,632CASH, end of the year
    
    $
    984,770
    
    
    $
    657,942SUPPLEMENTAL INFORMATION:Cash paid during the year for interest
    
    $
    248,798
    
    
    $
    128,168Cash paid during the year for income taxes
    
    $
    400,000
    
    
    $
    
 See accompanying notes to these consolidated financial statements.
  F-6




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1.
    
    Summary of Significant Accounting Policies
 Organization and Nature of Operations
  Consolidation Policy
  Cash and Cash Equivalents
  Short-Term Investments
  Oil and Natural Gas Properties
  2010
    
    
    2009Mineral interests in properties:Unproved properties
    
    $
    969,771
    
    
    $
    969,771Proved properties
    
    
    17,200,475
    
    
    
    17,014,561Equipment and facilities
    
    
    6,264,418
    
    
    
    5,926,450Total costs
    
    
    24,434,664
    
    
    
    23,910,782Less accumulated depletion and depreciation
    
    
    (9,229,092
    )
    
    
    (7,587,431
    )$
    15,205,572
    
    
    $
    16,323,351
   F-7




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       Oil and Natural Gas Sales Receivable
   F-8




---



##### Table of Contents



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




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2010
    
    
    2009Asset retirement obligation at January 1,
    
    $
    1,325,002
    
    
    $
    775,023Accretion of discount
    
    
    80,000
    
    
    
    58,000Liabilities incurred during the year
    
    
    
    
    
    
    491,979Liabilities settled during the year
    
    
    
    
    
    
    Asset retirement obligation at December 31,
    
    $
    1,405,002
    
    
    $
    1,325,002
 Income Taxes
  Production Taxes and Ad Valorem Taxes
  Use of Estimates and Certain Significant Estimates
    F-10




---



##### Table of Contents



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




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Fair Value Measurement
  
    
    Level 1  Valuation inputs are unadjusted quoted market prices for identical assets
or liabilities in active markets.
    
    Level 2  Valuation inputs are quoted prices for identical assets or liabilities in
markets that are not active, quoted market prices for similar assets and liabilities in
active markets and other observable inputs directly or indirectly related to the asset or
liability being measured.
    
    Level 3  Valuation inputs are unobservable and significant to the fair value
measurement.
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalDecember 31, 2010:Short-term investments
    
    $
    44,422
    
    
    $
    
    
    
    $
    
    
    
    $
    44,422December 31, 2009:Short-term investments
    
    $
    44,605
    
    
    $
    
    
    
    $
    
    
    
    $
    44,605
 Financial Instruments
   2.
    
    Acquisition of Oil and Natural Gas Properties
    F-12




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  YearEndedDecember 31,2009Revenues
    
    $
    4,595,430Net income (loss)
    
    $
    (65,342
    )Earnings (Loss) per share  basic
    
    $
    (0.01
    )Earnings (loss) per share  diluted
    
    $
    (0.01
    )
 3.
    
    Related Party Transactions
  4.
    
    Line of Credit
  5.
    
    Income Taxes
  2010
    
    
    2009Current:Federal
    
    $
    (194,000
    )
    
    $
    133,000State
    
    
    (51,000
    )
    
    
    (7,441
    )Total current
    
    
    (245,000
    )
    
    
    125,559Deferred:Federal
    
    
    (185,000
    )
    
    
    (164,957
    )State
    
    
    (20,000
    )
    
    
    Total deferred
    
    
    (205,000
    )
    
    
    (164,957
    )Total income tax provision
    
    $
    (450,000
    )
    
    $
    (39,398
    )
  F-13




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  2010
    
    
    2009Statutory rate
    
    
    (34
    %)
    
    
    (34
    %)State taxes, net of federal benefit
    
    
    (3
    %)
    
    
    (3
    %)Changes in enacted rates
    
    
    
    
    
    
    Other differences
    
    
    1
    %
    
    
    (60
    %)Effective rate
    
    
    (36
    %)
    
    
    (97
    %)
    December 31,2010
    
    
    2009Deferred tax assets:Asset retirement obligation
    
    $
    297,000
    
    
    $
    268,000Depletion carryover
    
    
    
    
    
    
    8,000Allowance for doubtful accounts
    
    
    36,000
    
    
    
    36,000Accrued compensation and other
    
    
    63,000
    
    
    
    47,400Total deferred tax assets
    
    
    396,000
    
    
    
    359,400Deferred tax liability:Difference in depreciation, depletion and
capitalization methods  oil and gas
properties
    
    
    (1,330,000
    )
    
    
    (1,153,995
    )Total deferred tax liabilities
    
    
    (1,330,000
    )
    
    
    (1,153,995
    )Net deferred tax liability
    
    $
    (934,000
    )
    
    $
    (794,595
    )
  2010
    
    
    2009Current asset
    
    $
    99,000
    
    
    $
    37,000Non-current liability
    
    
    (1,033,000
    )
    
    
    (831,595
    )Total
    
    $
    (934,000
    )
    
    $
    (794,595
    )
    F-14




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  6.
    
    Earnings Per Share
  December 31,2010
    
    
    2009Numerator:Numerator for basic and diluted net income per share
    
    $
    787,470
    
    
    $
    1,235Denominator:Denominator for basic net income per share 
weighted average shares
    
    
    8,200,541
    
    
    
    8,503,693Denominator for diluted net income per shareWeighted average shares outstanding
    
    
    8,200,541
    
    
    
    8,503,693Dilutive effect of stock options, treasury method
    
    
    
    
    
    
    Diluted weighted average shares
    
    
    8,200,541
    
    
    
    8,503,693Basic net income per share
    
    $
    0.10
    
    
    $
    0.00Diluted net income per share
    
    $
    0.10
    
    
    $
    0.00
 7.
    
    Stockholders Equity
  8.
    
    Environmental Issues
   F-15




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 9.
    
    Commitments
    
 10.
    
    Supplemental Information on Oil and Gas Producing Activities (Unaudited)
  Years Ended December 31,2010
    
    
    2009Costs incurred in oil and natural gas producing activities:Acquisition of unproved properties
    
    $
    
    
    
    $
    50,000Acquisition of proved properties
    
    
    
    
    
    
    5,350,630Exploration costs
    
    
    
    
    
    
    Development costs
    
    
    523,882
    
    
    
    464,117Total costs incurred
    
    $
    523,882
    
    
    $
    5,864,747
  F-16




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Oil
    
    
    Gas(Barrels)
    
    
    (MCF)Balance, January 1, 2009
    
    
    936,759
    
    
    
    2,386,023Revisions of previous estimates
    
    
    63,461
    
    
    
    22,295Extensions and discoveries
    
    
    47,470
    
    
    
    94,930Purchase of minerals in place
    
    
    214,550
    
    
    
    1,116,660Production
    
    
    (59,057
    )
    
    
    (161,201
    )Balance, December 31, 2009
    
    
    1,203,183
    
    
    
    3,458,707Revisions of previous estimates
    
    
    43,346
    
    
    
    (667,733
    )Extensions and discoveries
    
    
    
    
    
    
    Purchase of minerals in place
    
    
    
    
    
    
    Production
    
    
    (77,574
    )
    
    
    (152,318
    )Balance, December 31, 2010
    
    
    1,168,955
    
    
    
    2,638,656Proved developed reserves, December 31, 2010
    
    
    885,658
    
    
    
    2,181,689Proved developed reserves, December 31, 2009
    
    
    940,959
    
    
    
    2,740,721
  Year Ended December 31, 2009
  Year Ended December 31, 2010
   F-17




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 11.
    
    Standardized Measure of Discounted Future Net Cash Flows (Unaudited)
      Years Ended December 31,(in thousands)2010
    
    
    2009Future cash inflows
    
    $
    97,748
    
    
    $
    78,571Future production costs
    
    
    (41,817
    )
    
    
    (31,645
    )Future development cost
    
    
    (6,653
    )
    
    
    (3,401
    )Future income taxes
    
    
    (14,533
    )
    
    
    (12,294
    )Future net cash flows
    
    
    34,745
    
    
    
    31,23110% annual discount
    
    
    (17,217
    )
    
    
    (15,233
    )Standardized measure of discounted future net cash flows
    
    $
    17,528
    
    
    $
    15,998
  F-18




---



##### Table of Contents



FIELDPOINT PETROLEUM CORPORATION
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 The following are the principal sources of change in the standardized measure of discounted
future net cash flows, in thousands:
 Years Ended December 31,2010
    
    
    2009Balance, beginning of year
    
    $
    15,998
    
    
    $
    10,202Sales of oil and natural gas produced, net of production costs
    
    
    (4,171
    )
    
    
    (2,010
    )Purchase of minerals in place
    
    
    
    
    
    
    5,599Extensions and discoveries
    
    
    
    
    
    
    884Net changes in prices and production costs
    
    
    8,461
    
    
    
    1,348Net changes in future development costs
    
    
    (2,425
    )
    
    
    25Revisions and other changes
    
    
    (1,028
    )
    
    
    881Accretion of discount
    
    
    2,307
    
    
    
    1,485Net change in income taxes
    
    
    (1,614
    )
    
    
    (2,416
    )Balance, end of year
    
    $
    17,528
    
    
    $
    15,998
 12.
    
    Subsequent Event (Unaudited)
 The Company purchased 17,000 shares of its common stock totaling approximately $74,000 during
January and February 2011.
   F-19




---



##### Table of Contents



ITEM 9
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 a)
    
    The Companys Principal Executive Officer and Principal Financial
Officer, Ray Reaves, has established and is currently maintaining
disclosure controls and procedures for the Company. The disclosure
controls and procedures have been designed to provide reasonable
assurance that the information required to be disclosed by the Company
in reports that it files under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified
in the rules and forms of the SEC and to ensure that information
required to be disclosed by the Company is accumulated and
communicated to the Companys management as appropriate to allow
timely decisions regarding required disclosure.The Principal Executive Officer and Principal Financial Officer
conducted a review and evaluation of the effectiveness of the
Companys disclosure controls and procedures and has concluded, based
on his evaluation as of the end of the period covered by this Report,
that our disclosure controls and procedures are effective to provide
reasonable assurance that information required to be disclosed in the
reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified
in the Commissions rules and forms and to ensure that the information
required to be disclosed by the Company is accumulated and
communicated to management, including our principal executive officer
and our principal financial officer, to allow timely decisions
regarding required disclosure.b)
    
    There has been no change in our internal control over financial
reporting during the fourth quarter ended December 31, 2010 that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
   26




---



##### Table of Contents



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




---



##### Table of Contents



PART III
 
 ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE .
 (a)
    
    Identification of Directors and Executive Officers. The
following table sets forth the names and ages of the Directors
and Executive Officers of the Company, all positions and
offices with the Company held by such person, and the time
during which each such person has served:
 Position withName
    
    Age
    
    
    Company
    
    Period ServedRay D. Reaves
    

    49
    
    
    Director, President,
Chairman, Chief
Executive Officer
    
    May 1997-presentRoger D. Bryant
    

    68
    
    
    Director
    
    July 1997-presentKarl W. Reimers
    

    69
    
    
    Director
    
    October 2004-presentDan Robinson
    

    63
    
    
    Director
    
    August 2004-presentDebra Funderburg
    

    52
    
    
    Director
    
    February 2006-present
     28




---



##### Table of Contents



a.
    
    had any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time;b.
    
    been convicted in a criminal proceeding or subject to a pending criminal proceeding;c.
    
    been subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement in
any type of business, securities or banking activities; ord.
    
    been found by a court of competent jurisdiction in a civil action, the Commission
or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended,
or vacated.
   29




---



##### Table of Contents



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




---



##### Table of Contents




    
    reviews with management, the external consultants and the independent auditors policies
and procedures with respect to internal controls;
    
    reviews significant accounting matters;
    
    approves any significant changes in accounting principles of financial reporting practices;
    
    reviews independent auditor services; and
    
    Recommends to the board of directors the firm of independent auditors to audit our
consolidated financial statements.
   Audit Committee Report
  By the Audit Committee
Karl Reimers
Dan Robinson
Roger Bryant
 Compensation Advisory Committee
  
   31




---



##### Table of Contents




    
    Recommends to the board of directors the compensation and cash bonus
opportunities based on the achievement of objectives set by the
compensation advisory committee with respect to our chairman of the
board and president, our chief executive officer and the other
executive officers;
    
    administers our compensation plans for the same executives;
    
    determines equity compensation for all employees;
    
    reviews and approves the cash compensation and bonus objectives for
the executive officers; and
    
    reviews various matters relating to employee compensation and benefits.
 Nomination Committee
  
      32




---



##### Table of Contents



Shareholder Communications
   Code of Ethics
 http://www.fppcorp.com
 COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
  
 ITEM 11
    
    EXECUTIVE COMPENSATION
 COMPENSATION DISCUSSION AND ANALYSIS
 Introduction.
 Compensation Committee.
  33




---



##### Table of Contents



Compensation Philosophy and Objectives.
 Committee Process.
  Role of Executive Officers in Compensation Decisions.
 Market-Based Compensation Strategy. T
 
    
    Pay levels are evaluated and calibrated relative to other
companies of comparable size operating in the oil and gas
exploration business (the Peer Group) as the primary
market reference point. In addition, general industry data
is reviewed as an additional market reference and to ensure
robust competitive data.
    
    Target total direct compensation (target total cash
compensation plus the annualized expected value of
long-term incentives) levels for NEOs are calibrated
relative to the Peer Group.
  34




---



##### Table of Contents




    
    Base salary and target total cash compensation levels (base
salary plus target annual incentive) for NEOs are
calibrated to the Peer Group.
    
    The long-term incentive component of the executive
compensation program is discretionary and viewed in light
of the target total direct compensation level.
  Total Direct Compensation
  Components of Compensation.
 Base Salary.
  
    
    job level and responsibilities,
    
    relevant experience,
    
    individual performance,
    
    recent corporate performance.
     35




---



##### Table of Contents



SUMMARY COMPENSATION TABLE
 NonName
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    equity
    
    
    Nonqualifiedand
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    
    DeferredPrincipal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Options
    
    
    Plan
    
    
    Compensation
    
    
    All OtherPosition
    
    Year
    
    
    Salary ($)
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalRay D. Reaves, CEO,
President
    
    
    2010
    
    
    $
    250,000
    
    
    $
    125,605
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    375,605Ray D. Reaves, CEO,
President
    
    
    2009
    
    
    $
    225,000
    
    
    $
    45,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    270,750Ray D. Reaves, CEO,
President
    
    
    2008
    
    
    $
    225,000
    
    
    $
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    250,000
  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE
 Option Awards
    
    
    Stock AwardsEquity
    
    
    EquityIncentive
    
    
    IncentivePlan
    
    
    PlanAwards;
    
    
    Awards;Number
    
    
    Market orEquity
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Market
    
    
    of
    
    
    PayoutIncentive
    
    
    
    
    
    
    
    
    
    
    Shares
    
    
    Value
    
    
    Unearned
    
    
    Value ofPlan
    
    
    
    
    
    
    
    
    
    
    or
    
    
    of
    
    
    Shares,
    
    
    UnearnedAwards;
    
    
    
    
    
    
    
    
    
    
    Units
    
    
    Shares
    
    
    Units or
    
    
    Shares,Number of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    of
    
    
    of
    
    
    Other
    
    
    Units orSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Units
    
    
    Rights
    
    
    OtherUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    That
    
    
    That
    
    
    That
    
    
    RightsUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    Have
    
    
    Have
    
    
    Have
    
    
    That HaveOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Exercise
    
    
    Not
    
    
    Not
    
    
    Not
    
    
    NotName
    
    Exercisable
    
    
    Unexercisable
    
    
    Options
    
    
    Price
    
    
    Date
    
    
    Vested
    
    
    Vested
    
    
    Vested
    
    
    VestedRay
Reaves
    
    
    - 0 -
    
    
    
    - 0 -
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    - 0 -
    
    
    
    
    
    
    
    
    
    
    
    
  36




---



##### Table of Contents



DIRECTOR COMPENSATION TABLE
 Fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NonqualifiedEarned
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    Deferredor Paid
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName
    
    in Cash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalRoger Bryant
    
    $
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    $
    10,000Karl Reimers
    
    $
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500
    
    
    $
    6,500Dan Robinson
    
    $
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,000Debra Funderburg
    
    $
    17,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    17,000
 Option Grants Table
   37




---



##### Table of Contents



ITEM 12
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  *
    
    each person who beneficially owns more than 5% of the common stock;*
    
    each of our executive officers named in the Management section;*
    
    each of our Directors; and*
    
    all executive officers and Directors as a group.
  Name and Address
    
    Amount and NatureOf Beneficial Owner(2)
    
    of Beneficial Owner
    
    
    Percent of Class(1)Ray D. Reaves
    
    
    3,180,000
    (3)
    
    
    35.7
    %Roger D. Bryant
    
    
    26,000
    
    
    
    *Dan Robinson
    
    
    96,000
    
    
    
    1.1
    %Karl Reimers
    
    
    62,000
    
    
    
    *Debbie Funderburg
    
    
    16,000
    
    
    
    *All Officers and Directors as a Group
(6 persons)
    
    
    3,380,000
    
    
    
    37.9
    %
 
 *
    
    indicates less than 1%(1)
    
    The percentages shown are calculated based upon 8,910,175 shares of common
stock issued at March 30, 2011. In calculating the percentage of ownership, unless as otherwise
indicated, all shares of common stock that the identified person or group had the right to acquire
within 60 days of the date of this Proxy Statement upon the exercise of options and warrants or
conversion of notes are deemed to be outstanding for the purpose of computing the percentage of
shares of common stock owned by such person or group, but are not deemed to be outstanding for the
purpose of computing the percentage of the shares of common stock owned by any other person.(2)
    
    Unless otherwise stated, the beneficial owners address is 1703 Edelweiss
Drive, Cedar Park, Texas 78613.(3)
    
    Includes 160,000 shares held by Bass Petroleum, Inc., of which Mr. Reaves is
executive officer. Mr. Reaves disclaims beneficial ownership of these shares for purposes of
Section 16 of the Exchange Act.  38




---



##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    2010
    
    
    2009Audit fees  audit of annual financial statements and review of
financial statements included in our quarterly reports, services
normally provided by the accountant in connection with statutory
and regulatory filings.
    
    $
    87,400
    
    
    $
    88,700Audit-related fees  related to the performance of audit or review
of financial statements not reported under audit fees above
    
    
    
    
    
    
    52,800Tax fees  tax compliance, tax advice and tax planning
    
    
    19,400
    
    
    
    17,700All other fees  services provided by our principal accountants
other than those identified aboveTotal fees paid or accrued to our principal accountants
    
    $
    106,800
    
    
    $
    159,200
  39




---



##### Table of Contents



ITEM 15
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  3.1
    
    
    Articles of Incorporation (incorporated by reference to Amendment No. 1 to Form
S-2 dated August 1, 1980.)3.2
    (b)
    
    Articles of Amendment of Articles of Incorporation, dated December 31, 1997
(incorporated by reference to the Companys 10KSB for the year ended December 31,
1997.)3.3
    
    
    Bylaws (incorporated by reference to Amendment No. 1 to Form S-2 dated August 1,
1980.)4.1
    
    
    Plan of Exchange (incorporated by reference to the Companys definitive proxy
statement dated December 8, 1997).4.2
    
    
    Indenture (Term Loan) dated June 21, 1999 by and among the Company and Union
Planters Bank4.3
    
    
    Indenture (Term Loan) dated August 18, 1999 by and among the Company and Union
Planters Bank10.1
    
    
    Consulting Agreement dated May 9, 2000 between FieldPoint Petroleum Corp. and
Parrish Brian & Co. (incorporated by reference to the Companys 10QSB/A for the
quarter ended September 30, 2000)10.2
    
    
    Executive Employment Agreement, dated March 28, 2001, by and among FieldPoint
Petroleum Corp. and Ray D. Reaves (incorporated by reference to the Companys
10KSB for the year ended December 31, 2000.)10.3
    
    
    Credit Agreement (Revolving Credit Note) dated December 14, 2000 by and among
FieldPoint Petroleum Corp. and Union Planters Bank (incorporated by reference to
the Companys 10KSB for the year ended December 31, 2000.)10.4
    
    
    Audit Committee Charter adopted by the Company on March 28, 2001(incorporated by
reference to the Companys 10KSB for the year ended December 31, 2000.)10.5
    
    
    Consulting Agreement dated November 13, 2001 between FieldPoint Petroleum Corp.
and TRG Group LLC. (incorporated by reference to the Companys 10QSB for the
quarter ended September 30, 2001)10.7
    
    
    Loan and Security Agreement with CitiBank, N.A., dated October 18, 2006
(incorporated by reference from the Companys current report on Form 8k dated
October 18, 2006 as filed with the Commission on October 20, 2006.)10.6
    
    
    Lease Assignment from PXP Gulf Coast, Inc., dated March 11, 2004, incorporated by
reference from the Companys Current Report on Form 8-K dated March 11, 2004, as
filed with the Commission on March 26, 2004.
  40




---



##### Table of Contents



14.
    
    
    Code of Ethics (incorporated by reference to the Companys Annual Report on Form
10-KSB for the year ended December 31, 2003 as filed with the Commission on April
14, 2004.)15.
    
    
    Stock Option Agreement (incorporated by reference to the Companys Form S-8 dated
May 27, 2005 as filed with the Commission on May 27, 2005.)16.
    
    
    Securities Purchase Agreement (incorporated by reference to the Companys Form
SB-2 dated September 20, 2005 as filed with the Commission on September 20,
2005.)17.
    
    
    Registration Rights Agreement (incorporated by reference to the Companys Form
S-8 dated May 27, 2005 as filed with the Commission on May 27, 2005.)18.
    
    
    Stock Purchase Agreement (incorporated by reference to the Companys Form 8-K
dated February 6, 2006 as filed with the Commission on February 9, 2006.)19.
    
    
    Board Compensation Agreement (incorporated by reference to the Companys Form 8-K
dated February 6, 2006 as filed with the Commission on February 9, 2006.)20.
    
    
    Security Agreement (incorporated by reference to the Companys Form 8-K dated
October 18, 2006 as filed with the Commission on October 20, 2006).21.
    
    
    Bonus Program (incorporated by reference to the Companys Form 8-K dated October
24, 2008 as filed with the Commission on October 29, 2008.)22.
    
    
    Guaranty Agreement (incorporated by reference to the Companys Form 10-Q dated
September 30, 2009 as filed with the Commission on November 16, 2009.)23.
    
    
    First Amendment to Loan & Security Agreement (incorporated by reference to the
Companys Form 10-Q dated September 30, 2009 as filed with the Commission on
November 16, 2009.)24.
    
    
    Second Amendment to Loan & Security Agreement (incorporated by reference to the
Companys Form 10-Q dated September 30, 2009 as filed with the Commission on
November 16, 2009.)25.
    
    
    Third Amendment to Loan & Security Agreement (incorporated by reference to the
Companys Form 10-Q dated September 30, 2009 as filed with the Commission on
November 16, 2009.)26.
    
    
    Reserve & Economic Evaluation Report (incorporated by reference to the Companys
Form 10-K/A dated December 31, 2009 as filed with the Commission on January 11,
2011.)27.
    
    
    Estimates of Future Reserve & Revenues Report (incorporated by reference to the
Companys Form 10-K/A dated December 31, 2009 as filed with the Commission on
January 11, 2011.)31.
    
    
    Certification required by Section 13a-14(a) of the Exchange Act.32.
    
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.1
    
    
    Letter Report and Certificate of Qualification of Fletcher Lewis Engineering, Inc.99.2
    
    
    Letter Report and Certificate of Qualification of PGH Petroleum & Environmental
Engineers, L.L.C.
  41




---



##### Table of Contents



SIGNATURES
  FIELDPOINT PETROLEUM CORPORATION
(Registrant)Date:    March 30, 2011
    By:
    /s/ Ray ReavesRay Reaves, President  By:
    
    /s/ Ray Reaves

President, Chief Executive Officer,
    
    
    
    Date: March 30, 2011Director, Chairman, Chief Financial OfficerBy:
    
    /s/ Roger D. Bryant

Roger D Bryant
    
    
    
    Date: March 30, 2011DirectorBy:
    
    /s/ Dan Robinson

Dan Robinson
    
    
    
    Date: March 30, 2011DirectorBy:
    
    /s/ Karl W. Reimers

Karl W. Reimers
    
    
    
    Date: March 30, 2011DirectorBy:
    
    /s/ Debra Funderburg

Debra Funderburg
    
    
    
    Date: March 30, 2011Director
  42