UNITED STATES
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, 2005.

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

For the transition period from ___________ to ___________

Commission File Number:0-9435

FIELDPOINT PETROLEUM CORPORATION

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

1703 Edelweiss DriveCedar 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 ValueTitle of Class

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  [        ]

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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 there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B 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. [    ]

1

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  NoX

State  issuer's revenues for its most recent fiscal year.  $3,979,385.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days.  (See definition of affiliate in Rule 12b-2 of the Exchange Act).

The aggregate market value of the voting stock held by non-affiliates of the Registrant at March 310, 2006, was
$31,292,091.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.  Yes [   ] No [ X  ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. _____________________

As of  March 31, 2006, 8,490,175 shares of the Registrant's common stock par value $.01 per share, were outstanding.

Documents Incorporated by Reference:  If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc) into which the document is incorporated:  (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).

The Registrant hereby incorporates herein by reference the following documents.

Transitional Small Business Disclosure Format (Check one):  Yes [     ]; No [ X    ]

2

PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-KSB constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act and Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements, other than statements of historical facts, included in this Form 10-KSB that address activities, events or developments that FieldPoint Petroleum Corp. and its subsidiaries (collectively, the "Company") expects, projects, believes or anticipates will or may occur in the future, including such matters as oil and natural gas reserves, future drilling and operations, future production of oil and natural gas, future net cash flows, future capital expenditures and other such matters, are forward-looking statements.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, the following:  the volatility of oil and natural gas prices, the Company's drilling and acquisition results, the Company's ability to replace reserves, the availability of capital resources, the reliance upon estimates of proved reserves, operating hazards and uninsured risks, competition, government regulation, the ability of the Company to implement its business strategy and other factors referenced in this Form 10-KSB.

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 natural gas operations and, in 1986, divested all oil and natural gas assets and operations. From December 1986, until its reverse acquisition on December 31, 1997, The Company had not engaged in oil and natural 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.

3

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 natural 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 natural 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 natural 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, 2005, the Company had varying ownership interest in 342 gross productive wells (91.37 net) located in 4 states.  The Company operates 61 of the 342 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 some of the oil and natural gas properties in which it has an economic interest, and the Company will also partner with larger oil and natural gas companies to operate certain oil and natural gas properties the Company has an economic interest in.  The Company believes, with the responsibility and authority as operator, it is in a 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 Natural Gas

The demand for oil and natural 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 natural gas pipelines in general, other transportation facilities, the marketing of competitive fuels, and general fluctuations in the supply and demand for oil and natural 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 natural gas from the
wellsite.

Competition

The oil and natural gas industry is highly competitive in all aspects.  The Company will be competing with major oil companies, numerous independent oil and natural 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.

4

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 natural 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 natural gas, such as blowouts, cratering, explosions, uncontrollable flows of oil, natural 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 natural 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 President at a cost of $2,500 per month as of December 31, 2005.

Employees- As of March 31, 2006, the Company had 4 employees, the Company considers its relationship with its employees satisfactory.

5

ITEM 2-PROPERTIES

Principal Oil and Natural Gas Interest

Lusk Field, Lea County New Mexico is a producing oil and natural gas field located outside of Hobbs, New Mexico. The company owns an 87.5%-100% working interest in two oil and natural gas wells producing out of the Bonesprings and Yates formations at depth ranging from approximately 3,400 feet to approximately 10,000 feet. The company also owns a 87.5% working interest in one water disposal well.

Loving North Morrow Field, Eddy County New Mexico is a producing natural gas field located 2 miles west of Loving, New Mexico and 12 miles south east of Carlsbad, New Mexico. The company owns a 10% working interest in one natural gas well producing out of the Morrow formation from a depth of approximately 12, 300 feet to 12, 450 feet.

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 consists of 21 producing oil and natural gas wells and 11 water injection wells.

Hutt Wilcox Field, McMullen and Atascosa County Texas is an oil and natural 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 natural gas field located approximately 100 miles south of Oklahoma City, Oklahoma. The Company has a working interest in 52 leases or a total of 224 wells, the leases have multiple wellbores and the Company has plans to participate in the future 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 natural gas wells with a daily production rate of approximately 120 Mcfe net to the Company. Oil and Nnatural 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 depths ranging from approximately 3,200 feet to approximately 4,000 feet.

Whisler Field, Campbell County Wyoming is a producing oilfield located approximately fifteen miles north east of Gillette, Wyoming. FieldPoint Petroleum owns a 20% working interest in the Whisler Unit which consist of two wells producing out of the Minnelusa formation at depth of approximately 8340 feet to 8400 feet.

6

Serbin Field, Lee and Bastrop Counties Texas is an oil and natural 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 natural gas wells.   Oil and natural 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 natural gas production from the Company's net interest in producing properties for each of its last two fiscal years.

|                    | Oil     | Gas   
|------------------- | ------- | ------
|                    |         |       
|Production by State | 2005    | 2004  
|                    |         |       
|New Mexico          | 9,681   | 9,246 
|                    |         |       
|Oklahoma            | 27,898  | 30,449
|                    |         |       
|Texas               | 15,8212 | 17,238
|                    |         |       
|Wyoming             | 6,5488  | 6,686 

The Company's oil and natural 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, 2005, purchases by each of four customers, Dorado Oil Company, Pontotoc Production, Inc., Kerr McGee, and ConocoPhillips represented more than 10% of total Company revenues.  During the year ended December 31, 2004, purchases by each of four customers, Westport Resources, Pontotoc Production, Inc., Dorado Oil Company and ConocoPhillips represented more than 10% of the total Company revenues.  None of these 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, 2005, of productive wells in the areas indicated.

7

|Productive Wells
|----------------
|                
|                
|State           
|New Mexico      
|Oklahoma        
|Texas           
|Wyoming         
|Total           

Drilling Activity

The tables below set forth certain information regarding the number of productive and dry exploratory and development wells drilled for the fiscal year ended December 31, 2005.  The Company drilled no wells in fiscal year 2004. The Company incurred $18649,,948311 of exploration expense relating to theone unsuccessful wells in 2005.

|           | Exploratory Wells | Development Wells
|---------- | ----------------- | -----------------
|State      | Productive        | Dry              
|New Mexico | 1                 | --               
|Oklahoma   | --                | --               
|Texas      | --                | 1                
|Wyoming    | --                | --               
|Total      | 1                 | 1                

Reserves

Please refer to unaudited Note 13 in the accompanying audited financial statements for a summary of the Company's reserves at December 31, 2005 and 2004.

Acreage

The following tables set forth the gross and net acres of developed and undeveloped oil and natural gas leases in which the Company had working interest and royalty interest as of December 31, 2005.  The category of "Undeveloped Acreage" in the table includes leasehold interest that already may have been classified as containing proved undeveloped reserves.

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|           | Developed | Undeveloped
|---------- | --------- | -----------
|State      | Gross1    | Net2       
|New Mexico | 800       | 492        
|Oklahoma   | 8586      | 1108       
|Texas      | 2120      | 547        
|Wyoming    | 560       | 268        
|Total      | 12066     | 2415       

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

ITEM 3-LEGAL PROCEEDINGS

None.

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

None.



9

PART II

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

As of September 20, 2005 the Company's Common Stock is traded and listed on the American Stock Exchange under the symbol "FPP." prior listing on the OTC bulletin board under the symbol FPPC.  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 2005    | CLOSING BID
| | -------------- | -----------
| |                |            
| |                | HIGH       
| | First Quarter  | 3.16       
| | Second Quarter | 2.74       
| | Third Quarter  | 6.10       
| | Fourth Quarter | 10.49      
| |                |            
| | FISCAL 2004    |            
| |                | HIGH       
| | First Quarter  | .85        
| | Second Quarter | 1.60       
| | Third Quarter  | 1.20       
| | Fourth Quarter | 1.50       

At March 31, 2006, the approximate number of shareholders of record was 1,250.  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

In April 2004, the Company sold 100,000 units in a private sale to a single investor.  Each unit sold for $0.65 consisted of 1 common share, and 5 warrants A-E.  Each warrant is exercisable at any time over the next 3 years, are redeemable at the Company's option based on certain sustained trading prices, and have exercise prices as follow:

| | A | $0.65
| | - | -----
| | B | $0.75
| | C | $1.00
| | D | $1.25
| | E | $2.00

All warrants have been exercised as of December 31, 2005. As a result of the warrant exercise, the Company received gross proceeds of $565,000, which funds were used for general working capital.  The shares issued upon exercise of the warrants were sold to one investor, the warrant holder, were taken for investment purposes and were subject to restrictions on transfer under Rule 144.  The shares were issued without registration under the Securities Act in reliance upon Section 4(2) thereunder. The Company registered the resale of the warrant shares by the warrantholder in a registration statement on Form SB-2 which was declared effective by the SEC on November 9, 2005.

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EQUITY COMPENSATION PLAN INFORMATION

|                                                                    | Number of
securities to be
issued upon
exercise of
outstanding options, 
 warrants and rights (a) | Weighted average exercise price of outstanding options, warrants and rights
(b) | Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a))
(c)
|------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                    |                                                                                                   |                                                                                 |                                                                                                                                                 
|Equity compensation plans approved by
     security holders         | -                                                                                                 | -                                                                               | -                                                                                                                                               
|Equity compensation plans not approved 
     by security holders(1) | 405,000                                                                                           | $.65                                                                            | 405,000                                                                                                                                         
|Total                                                               | 405,000                                                                                           | $.65                                                                            | 405,000                                                                                                                                         

(1)    Includes nonqualified options granted to outside directors.

|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 natural gas and operating oil and natural gas properties.  The Company's capital for investment in producing oil and natural 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.

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Results of Operation

Comparison of Year Ended December 31, 2005 to Year Ended December 31, 2004

Revenues increased 32% or $962,483 to $3,979,385 for the year ended December 31, 2005, from the comparable 2004 period.  Oil production volumes decreased by 6% at the same time the average price per barrel increased 38% during 2005 to $52.83 from the comparable 2004 period average price of $38.35 per barrel.  Also in 2005, the natural gas production volume decreased by 2% while the average price per Mcf was $6.36, an increase of 478% from the 2004 comparable period.  The decreases in production volumes were primarily due to declines in the Kerr McGee operated Rush Springs Unit in Grady County, Oklahoma and the Pontotoc County, Oklahoma property offset by the Lea County and Eddy County, New Mexico Field drilling.

|                                    | Year Ended December 31,
|----------------------------------- | -----------------------
|                                    | 2005                   
|Oil Production                      | 59,949                 
|Average Sales Price Per Bbl ($/Bbl) | $52.83                 
|                                    |                        
|Gas Production                      | 99,545                 
|Average Sales Price Per Mcf ($/Mcf) | $6.36                  

Production expenses increased slightly to $1,211,046 for the year ended December 31, 2005, from the comparable 2004 period. The increase was due to cost associated with mature field production, offset by decreases in workover expense and remedial repairs incurred in 2005 as compared to 2004.  The Company incurred exploration expense of $149,311 as a result of drilling one dry hole during the 2005 period.  Depletion and depreciation expense decreased 132% or $58,675 to $435,556 for the year ended December 31, 2005 from the comparable 2004 period. The decrease in depletion and depreciation was due to net production volume decrease offset by
increased reserves on existing properties.  General and administrative overhead increased 36% or $160,434 to $6611,137 for the 2005 period verses the comparable 2004 period. The increase in general and administrative was due to being an exchange listed public company with, increases in legal fees and audit fees as well as an increase in salary expense.

Net other income for the year ended December 31, 2005, was $96,037 compared to net other income of $5,369 for 2004.  This increase was primarily due to gain on sale of properties in 2005.

The Company's net income increased by $522,577 to $1,041,292 for the year ended December 31, 2005, from the comparable 2004 period.  The increase in net income was primarily due to increased oil and natural gas revenues and other income as previously discussed.

Liquidity and Capital Resources

Cash flow from operating activities was $1,127,291 for the year ended December 31, 2005, compared to $443,194 for the year ended December 31, 2004. The increase in cash flow from operating activities was primarily due to increases in net income offset by decreases in accrued expenses relating to payments on accounts payable in 2005.

12

Cash flow used by investing activities was $744,340 for the period ended December 31, 2005, compared to $1,183,496 in cash flow used by investing activities for December 31, 2004.  This decrease was primarily due to additions in oil and natural gas properties in 2005 offset by the sale of oil and natural gas properties.

Cash flow used by financing activities was $634,525 for the period ended December 31, 2005, compared to $196,351 in cash flow used by financing activities for the same period in 2004. This was primarily due to decreases in advances of long-term debt, net of repayment offset by proceeds from exercise of options and warrants in 2005.

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 natural gas property investing activities in 2006 can be financed through cash on hand, cash from operating activities, and bank borrowing.  The Company anticipates continued investments in proven oil and natural gas properties in 2006. If bank credit is not available, the Company may not be able to continue to invest in strategic oil and natural gas properties.  The Company cannot predict how oil and natural gas prices will fluctuate during 2006 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 natural gas properties. The Company had no significant commitments for capital expenditures at December 31, 2005. 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.

Quantitative And Qualitative Disclosures About Market Risk

We periodically enter into certain commodity price risk management transactions to manage our exposure to oil and natural gas price volatility. These transactions may take the form of futures contracts, swaps or options. All data relating to our derivative positions is presented in accordance with requirements of SFAS No. 133, which we adopted on January 1, 2001. Accordingly, unrealized gains and losses related to the change in fair market value of derivative contracts that qualify and are designated as cash flow hedges are recorded as other comprehensive income or loss and such amounts are reclassified to oil and natural gas sales revenues as the associated production occurs. Derivative contracts that do not qualify for hedge accounting treatment are recorded as derivative assets and liabilities at market value in the consolidated balance sheet, and the associated unrealized gains and losses are recorded as current expense or income in the consolidated statement of operations. While such derivative contracts do not qualify for hedge accounting, management believes these contracts can be utilized as an effective component of commodity price risk management activities. At December 31, 20045 and December 31, 20034 there were no open positions. For 2004 and 2003,
we recorded a realized gain and loss respectively on derivative transactions of $5,000 and $5,184during 2004. We did not have any derivative transactions during 2005.

13

Critical Accounting Policies and Estimates

Our accounting policies are described in Note 1 to Notes to Consolidated Financial Statements in Item 7. We prepare our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"), which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. We consider the following policies to be most critical in understanding the judgments that are involved in preparing our financial statements and the uncertainties that could impact our results of operations, financial condition and cash flows.

SuccessfulEffortsMethodofAccounting

We account for our exploration and development activities utilizing the successful efforts method of accounting. Under this method, costs of productive exploratory wells, development dry holes and productive wells and undeveloped leases are capitalized. Oil and natural gas lease acquisition costs are also capitalized. Exploration costs, including personnel costs, certain geological and geophysical expenses and delay rentals for oil and natural gas leases, are charged to expense as incurred. Exploratory drilling costs are initially capitalized, but charged to expense if and when the well is determined not to have found reserves in commercial quantities. The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the unit-of-production amortization rate. A gain or loss is recognized for all other sales of producing properties.

The application of the successful efforts method of accounting requires managerial judgment to determine the proper classification of wells designated as developmental or exploratory which will ultimately determine the proper accounting treatment of the costs incurred. The results from a drilling operation can take considerable time to analyze and the determination that commercial reserves have been discovered requires both judgment and industry experience. Wells may be completed that are assumed to be productive and actually deliver oil and natural gas in quantities insufficient to be economic, which may result in the abandonment of the wells at a later date.  The evaluation of oil and natural gas leasehold acquisition costs requires managerial judgment to estimate the fair value of these costs with reference to drilling activity in a given area.

The successful efforts method of accounting can have a significant impact on the operational results reported when we enter a new exploratory area in hopes of finding an oil and natural gas field that will be the focus of future developmental drilling activity. The initial exploratory wells may be unsuccessful and will be expensed. Seismic costs can be substantial which will result in additional exploration expenses when incurred.

14

Reserve Estimates

Estimates of oil and natural gas reserves, by necessity, are projections based on geologic and engineering data, and there are uncertainties inherent in the interpretation of such data as well as the projection of future rates of production and the timing of development expenditures. Reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that are difficult to measure. The accuracy of any reserve estimate is a function of the quality of available data, engineering and geological interpretation and judgment. Estimates of economically recoverable oil and natural gas reserves and future net cash flows necessarily depend upon a number of variable factors and assumptions, such as historical production from the area compared with production from other producing areas, the assumed effects of regulations by governmental agencies and assumptions governing future oil and natural gas prices, future operating costs, severance taxes, development costs and workover costs, all of which may in fact vary considerably from actual results. The future drilling costs associated with reserves assigned to proved undeveloped locations may ultimately increase to an extent that these reserves may be later determined to be uneconomic. For these reasons, estimates of the economically recoverable quantities of oil and natural gas attributable to any particular group of properties, classifications of such reserves based on risk of recovery, and estimates of the future net cash flows expected therefrom may vary substantially. Any significant variance in the assumptions could materially affect the estimated quantity and value of the reserves, which could affect the carrying value of our oil and natural gas properties and/or the rate of depletion of the oil and natural gas properties.  Actual production, revenues and expenditures with respect to our reserves will likely vary from estimates, and such variances may be material.

Impairment of Developed Oil and Natural Gas Properties

We review our oil and natural gas properties for impairment whenever events and circumstances indicate a decline in the recoverability of their carrying value. We estimate the expected future cash flows of our oil and natural gas properties and compare such future cash flows to the carrying amount of our oil and natural gas properties to determine if the carrying amount is recoverable.  If the carrying amount exceeds the estimated undiscounted future cash flows, we will adjust the carrying amount of the oil and natural gas properties to their fair value. The factors used to determine fair value include, but are not limited to, estimates of proved reserves, commodity pricing, future production estimates, anticipated capital expenditures, and a discount rate commensurate with the risk associated with realizing the expected cash flows projected. There were no impairments of developed oil and natural gas properties during 2005 and 2004.

Reporting Requirements

Because our common stock is publicly traded, we are subject to certain rules and regulations of federal, state and financial market exchange entities charges with the protection of investors and the oversight of companies whose securities are publicly traded. These entities, including the SEC and the American Stock Exchange, have recently issued new requirements and regulations and are currently developing additional regulations and requirements in response to recent laws, enacted by Congress, most notably the Sarbanes-Oxley Act 2002.  As certain rules are not yet finalized, we do not know the level of resources we will have to commit in order to be in compliance. Our compliance with current and proposed rules, such as Section 404 of the Sarbanes-Oxley Act of 2002, is likely to require the commitment of significant managerial resources. We are currently reviewing our internal control systems, processes and procedures to ensure compliance with the requirements of Section 404. While we expect that this review will show that we are in compliance, there can be no assurance that such a review will not result in the identification of significant control deficiencies or that our auditors will be able to attest as to the adequacy of our internal controls.

15

New Accounting Pronouncements

In May 2005, the FASB issued Statements of Financial Accounting Standards (SFAS) No. 154, ""Accounting Changes and Error Corrections,"" which replaces Accounting Principles Board (APB) No. 20, ""Accounting Changes,"" and Statements of Financial Accounting Standards No. 3, ""Reporting Accounting Changes in Interim Financial Statements."" SFAS 154 applies to all voluntary changes in accounting principle and changes the requirements for accounting and reporting a change in accounting principles. FAS 154 requires retroactive application to prior periods' financial statements of a voluntary change in accounting principle be recognized with a cumulative effect adjustment in net income of the period of the change. FAS 154 is effective for accounting changes made in annual periods beginning after December 15, 2005.

In April 2005, the FASB issued Staff Interpretation No. 19-1 ("FSP 19-1") Accounting for Suspended Well Costs, which provides guidance on the accounting for exploratory well costs and proposes an amendment to FASB Statement No. 19 ("FASB 19"), Financial Accounting and Reporting by Oil and Gas Producing Companies.  The guidance in FSP 19-1 applies to enterprises that use the successful efforts method of accounting as described in FASB 19.  The guidance in FSP 19-1 will not have a material impact our consolidated financial position, results of operations, or cash flows.

On December 16, 2004, the FASB published FASB Statement No. 123 (revised 2004), Share-Based Payment.  Statement 123 (R) requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on fair value of the equity or liability instruments issued. Public entities (other than those filing as small business issuers) will be required to apply Statement 123 R as of the first interim or annual reporting period that begins after June 15, 2005. Public entities that file as small business issues will be required to apply Statement 123 R  in the first interim or annual reporting period that begins after December 15, 2005. Statement 123 R replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.  The Company believes the adoption of this statement will not have a material impact on the Company's results of operations or financial position.

16

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

|                                                         | Page        
|-------------------------------------------------------- | ------------
|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-16  
|Supplemental Oil and Natural Gas Information (Unaudited) | F-16 - F-189



F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and Stockholders
FieldPoint Petroleum Corporation and Subsidiaries
Austin, Texas

We have audited the consolidated balance sheets of FieldPoint
Petroleum Corporation and subsidiaries as of December 31, 2005 and 2004, 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 the standards of
the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
has determined that it is not required to have, nor were we engaged to perform,
and audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. 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 and subsidiaries as of December 31,
2005 and 2004, and the results of their operations and their cash flows for the
years then ended, in conformity with U.S. generally accepted accounting
principles.

HEIN + ASSOCIATES LLP

Dallas, Texas
March 11, 2006

F-2



FIELDPOINT PETROLEUM CORPORATION

CONSOLIDATED BALANCE SHEETS

|                                                                                                                                                              |  | DECEMBER 31, 
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|                                                                                                                                                              |  | 2005         
|ASSETS                                                                                                                                                       
|CURRENT ASSETS:                                                                                                                                               |  |              
|Cash and cash equivalents                                                                                                                                     |  | $     206,873
|Restricted cash                                                                                                                                               |  | 550,170      
|Short-term investments                                                                                                                                        |  | 650,995      
|Accounts receivable:                                                                                                                                          |  |              
|Oil and natural gas sales                                                                                                                                     |  | 486,664      
|Joint interest billings, less
      allowance for doubtful accounts of
                   
      $99,192 each period                                          |  | 114,957      
|Income tax receivable                                                                                                                                         |  | 154,000      
|Prepaid expenses and other current assets                                                                                                                     |  | 30,535       
|Total current assets                                                                                                                                          |  | 2,194,194    
|                                                                                                                                                              |  |              
|PROPERTY AND EQUIPMENT:                                                                                                                                       |  |              
|Oil and natural gas properties (successful efforts
      method):                                                                                             |  |              
|Unproved leasehold costs                                                                                                                                      |  | 98,040       
|Proved leasehold costs                                                                                                                                        |  | 6,338,498    
|Lease and well equipment                                                                                                                                      |  | 1,781,118    
|Furniture and equipment                                                                                                                                       |  | 24,628       
|Transportation equipment                                                                                                                                      |  | 55,300       
|Less accumulated depletion and depreciation                                                                                                                   |  | (2,913,562)  
|Net property and equipment                                                                                                                                    |  | 5,384,022    
|                                                                                                                                                              |  |              
|LONG-TERM JOINT INTEREST BILLING RECEIVABLE,less allowance for doubtful
      accounts of $44,624 each period                                                 |  | 38,157       
|Total assets                                                                                                                                                  |  | $7,616,373   
|                                                                                                                                                              |  |              
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                         
|                                                                                                                                                              |  |              
|CURRENT LIABILITIES:                                                                                                                                          |  |              
|Current portion of long-term debt                                                                                                                             |  | $    150,000 
|Accounts payable and accrued expenses                                                                                                                         |  | 75,974       
|Oil and natural gas revenues payable                                                                                                                          |  | 103,980      
|Total current liabilities                                                                                                                                     |  | 329,954      
|                                                                                                                                                              |  |              
|DEFERRED INCOME TAXES                                                                                                                                         |  | 584,000      
|ASSET RETIREMENT OBLIGATION                                                                                                                                   |  | 549,885      
|                                                                                                                                                              |  |              
|COMMITMENTS AND CONTINGENCIES(Note 9 and 10)                                                                                                                  |  |              
|STOCKHOLDERS' EQUITY:                                                                                                                                         |  |              
|Common stock, $.01 par value, 75,000,000 shares
      authorized;      8,465,175 and
      7,680,175 shares issued and outstanding,
             respectively |  | 84,651       
|Additional paid-in capital                                                                                                                                    |  | 3,628,162    
|Treasury stock, 160,000 shares, at cost                                                                                                                       |  | (18,600)     
|Retained earnings                                                                                                                                             |  | 2,458,321    
|Total stockholders' equity                                                                                                                                    |  | 6,152,534    
|Total liabilities and stockholders' equity                                                                                                                    |  | $ 7,616,373  

See accompanying notes to these consolidated financial
statements.

F-3

FIELDPOINT PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

|                                       |  | DECEMBER 31,   
|-------------------------------------- |  | ---------------
|                                       |  | 2005           
|REVENUE:                               |  |                
|Oil and natural gas sales              |  | $ 3,800,777    
|Well operational and pumping fees      |  | 119,872        
|Disposal Fees                          |  | 58,736         
|Total revenue                          |  | 3,979,385      
|                                       |  |                
|COSTS AND EXPENSES:                    |  |                
|Production expense                     |  | 1,211,046      
|Exploration expense                    |  | 149,311        
|Depletion and depreciation             |  | 435,556        
|Accretion expense                      |  | 27,429         
|General and administrative             |  | 611,137        
|Total costs and expenses               |  | 2,434,479      
|                                       |  |                
|OTHER INCOME (EXPENSE):                |  |                
|Interest expense, net                  |  | (75,329)       
|Realized gain on investments           |  | 28,962         
|Unrealized holding gain on investments |  | 27,187         
|Gain on sale of properties             |  | 100,312        
|Miscellaneous income                   |  | 14,905         
|Total other income (expense)           |  | 96,037         
|                                       |  |                
|INCOME BEFORE INCOME TAXES             |  | 1,640,943      
|                                       |  |                
|INCOME TAX (PROVISION) CURRENT         |  | (379,651)      
|INCOME TAX (PROVISION) DEFERRED        |  | (220,000)      
|                                       |  |                
|TOTAL TAX (PROVISION)                  |  | (599,651)      
|                                       |  |                
|NET INCOME                             |  | $ 1,041,292    
|                                       |  |                
|NET INCOME PER SHARE                   |  |                
|BASIC                                  |  | $          0.13
|DILUTED                                |  | $          0.12
|                                       |  |                
|WEIGHTED AVERAGE SHARES OUTSTANDING:   |  |                
|Basic                                  |  | 7,836,161      
|Diluted                                |  | 8,563,142      















































































See accompanying notes to these consolidated financial
statements.

F-4

FIELDPOINT PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITYFor the Period from January 1, 2004 to December 31, 2005

|                                                |  | Common Stock |  | Treasury Stock |  | Additional
      Paid-In |  | Retained  |  |            
|----------------------------------------------- |  | ------------ |  | -------------- |  | ------------------------ |  | --------- |  | -----------
|                                                |  | Shares       |  | Amount         |  | Shares                   |  | Amount    |  | Capital    
|                                                |  |              |  |                |  |                          |  |           |  |            
|BALANCES, January 1, 2004                       |  | 7,580,175    |  | $  75,801      |  | 160,000                  |  | $(18,600) |  | $ 2,583,887
|                                                |  |              |  |                |  |                          |  |           |  |            
|Issuance of common stock and warrants           |  | 100,000      |  | 1,000          |  | -                        |  | -         |  | 64,000     
|                                                |  |              |  |                |  |                          |  |           |  |            
|Net income                                      |  | -            |  | -              |  | -                        |  | -         |  | -          
|                                                |  |              |  |                |  |                          |  |           |  |            
|BALANCES, December 31, 2004                     |  | 7,680,175    |  | 76,801         |  | 160,000                  |  | (18,600)  |  | 2,647,887  
|                                                |  |              |  |                |  |                          |  |           |  |            
|Exercise of common stock options and warrants   |  | 785,000      |  | 7,850          |  | -                        |  | -         |  | 704,400    
|                                                |  |              |  |                |  |                          |  |           |  |            
|Income tax benefit on exercise of stock options |  | -            |  | -              |  | -                        |  | -         |  | 275,875    
|                                                |  |              |  |                |  |                          |  |           |  |            
|Net income                                      |  | -            |  | -              |  | -                        |  | -         |  | -          
|                                                |  |              |  |                |  |                          |  |           |  |            
|BALANCES, December 31, 2005                     |  | 8,465,175    |  | $   84,651     |  | 160,000                  |  | $(18,600) |  | $3,628,162 
|                                                |  |              |  |                |  |                          |  |           |  |            

See accompanying notes to these consolidated financial
statements

F-5

FIELDPOINT PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                             |  | DECEMBER 31,
|---------------------------------------------------------------------------- |  | ------------
|                                                                             |  | 2005        
|CASH FLOWS FROM OPERATING ACTIVITIES:                                        |  |             
|Net income                                                                   |  | $  1,041,292
|Adjustments to reconcile to net cash provided
      by operating activities: |  |             
|Proceeds from sale of short-term
      investments                           |  | 133,550     
|Purchase of short-term investments                                           |  | (75,904)    
|Realized gain on disposition of
      short-term investments                 |  | (28,962)    
|Unrealized holding gains on short-term
      investments                     |  | (27,187)    
|Gain on sale of properties                                                   |  | (100,312)   
|Depletion and depreciation                                                   |  | 435,556     
|Deferred income taxes                                                        |  | 220,000     
|Accretion expense                                                            |  | 27,429      
|Income tax benefit on exercise of stock
      options                        |  | 275,875     
|Changes in assets and liabilities:                                           |  |             
|Restricted cash                                                              |  | (550,170)   
|Accounts receivable and accrued income                                       |  | (247,894)   
|Prepaid expenses and other assets                                            |  | (2,499)     
|Accounts payable and accrued expenses                                        |  | 5,148       
|Oil and natural gas revenues payable                                         |  | 21,603      
|Other                                                                        |  | (234)       
|Net cash provided by operating
      activities                              |  | 1,127,201   
|                                                                             |  |             
|CASH FLOWS FROM INVESTING ACTIVITIES:                                        |  |             
|Additions to oil and natural gas properties                                  |  | (944,680)   
|Disposal of property and equipment                                           |  | 15,340      
|Proceeds from sale of oil and natural gas properties                         |  | 185,000     
|Purchase of furniture and equipment                                          |  | -           
|Net cash used in investing activities                                        |  | (744,340)   
|                                                                             |  |             
|CASH FLOWS FROM FINANCING ACTIVITIES:                                        |  |             
|Repayments of long-term debt                                                 |  | (1,346,775) 
|Proceeds from exercise of options and warrants                               |  | 712,250     
|Net cash provided by
      (used in) financing activities                    |  | (634,525)   
|                                                                             |  |             
|NET INCREASE (DECREASE) IN CASH                                              |  | (251,574)   
|                                                                             |  |             
|CASH, beginning of year                                                      |  | 458,447     
|                                                                             |  |             
|CASH, end of the period                                                      |  | $   206,873 
|                                                                             |  |             
|SUPPLEMENTAL INFORMATION:                                                    |  |             
|Cash paid during the year for interest                                       |  | $     83,731
|Cash paid during the year for income taxes                                   |  | $   187,000 

See accompanying notes to these consolidated financial
statements.

F-6

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 natural gas
  properties, which are located in New Mexico, Oklahoma, South-Central Texas and
  Wyoming as of December 31, 2005.

Consolidation Policy

The consolidated financial statements include the accounts
  of the Company and its wholly-owned subsidiaries, Bass Petroleum, Inc and Raya
  Energy Corp. 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.

Restricted Cash

Restricted cash consists of funds held in escrow for the
  purchase of oil and natural gas properties.

Short Term Investments

Short term investments consist primarily of holdings in
  mutual funds with readily determinable fair values. These investments are
  bought and held principally, for the purpose of selling them in the near term
  and thus are classified as trading securities. Trading securities are recorded
  at fair value on the balance sheet in current assets, with the change in fair
  value during the period classified as unrealized holding gains in other
  income. All realized gains are included in other income.

Oil and Natural Gas Producing Operations

The Company uses the successful efforts method of
  accounting for its oil and natural gas producing activities. Costs incurred by
  the Company related to the acquisition of oil and natural 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 $98,040 in unproved
  properties as of December 31, 2005, and the Company had no unproved properties
  as of December 31, 2004.

Capitalized amounts attributable to proved oil and natural
  gas properties are depleted by the unit-of-production method based on proved
  reserves. Depreciation and depletion expense for oil and natural gas producing
  property and related equipment was $435,556 and $494,231 for the years ended
  December 31, 2005 and 2004, 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. 144, Accounting for Impairment or
  Disposal of Long-Lived Assets. If impairment is indicated, the asset is
  written down to its estimated fair value based on expected future discounted
  cash flows.

F-7

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

The Company has $38,157 and $54,721 net joint interest
  billing receivable from a company in receivership at December 31, 2005 and
  2004 respectively. The receiver has indicated he intends to settle the amount
  due by conveying oil and gas properties to the Company. This settlement has
  not yet been approved by the bankruptcy court. The Company anticipates that it
  will receive the properties, and that the value of the properties will be
  adequate to recover the amount due; however if the settlement is not approved,
  the Company may be unable to recover the receivable and further write-downs of
  the receivable balance may be necessary. Based on the above facts, the Company
  has classified the receivable as long-term.

Derivative Activity

Derivatives are recorded under Statement of Financial
  Accounting Standards No. 133 ("SFAS 133"), Derivative Instruments
  and Hedging Activities. Under SFAS 133, all derivative instruments are
  recorded on the balance sheet at fair value. Changes in the derivative's fair
  value are currently recognized in earnings unless specific hedge accounting
  criteria are met. For qualifying cash flow hedges, the gain or loss on the
  derivative is deferred in accumulated other comprehensive income (loss) to the
  extent the hedge is effective. For qualifying fair value hedges, the gain or
  loss on the derivative is offset by related results of the hedged item in the
  income statement. Gains and losses on hedging instruments included in
  accumulated other comprehensive income (loss) are reclassified to oil and
  natural gas sales revenue in the period that the related production is
  delivered. Derivative contracts that do not qualify for hedge accounting
  treatment are recorded as derivative assets and liabilities at market value in
  the consolidated balance sheet, and the associated unrealized gains and losses
  are recorded as current expense or income in the consolidated statement of
  operations. While such derivative contracts do not qualify for hedge
  accounting, management believes these contracts can be utilized as an
  effective component of commodity price risk management activities.

There were no open positions at December 31, 2005 or 2004.
  For 2004 the Company recorded realized gains on derivative transactions of
  $5,000.

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 three to five 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 $18,276
  and $15,391 for each of the years ended December 31, 2005 and 2004,
  respectively.

F-8

Asset Retirement Obligations

On August 15, 2001, the FASB issued Statement No. 143, Accounting for
  Asset Retirement Obligations ("Statement 143"). That standard
  requires entities to record the fair value of a liability for asset retirement
  obligation in the period in which it was incurred.

The following is a reconciliation of the Company's asset
  retirement obligations for the years ended:



|                                            |  | 2005     |  | 2004    
|------------------------------------------- |  | -------- |  | --------
|                                            |  |          |  |         
|Asset retirement obligation at January 1,   |  | $521,461 |  | $496,685
|                                            |  |          |  |         
|Asset retirement accretion expense          |  | 27,429   |  | 24,776  
|                                            |  |          |  |         
|Additions during the year                   |  | 995      |  | -       
|                                            |  |          |  |         
|Less: plugging cost incurred                |  | -        |  | -       
|                                            |  |          |  |         
|Asset retirement obligation at December 31, |  | 549,885  |  | $521,461

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.

F-9

Stock-Based Compensation

In December 2002, the FASB issued Statement No. 148, Accounting
for Stock-Based Compensation - Transition and Disclosure, ("Statement
148"). Statement 148 provides alternative methods of transition to the fair
value method of accounting proscribed by FASB Statement No. 123, Accounting
for Stock-Based Compensation ("Statement 123"). Statement 148 also
amends the disclosure provisions of Statement 123 and Accounting Principles
Board Opinion No. 18, Interim Financial Reporting, to require disclosure
in the summary of significant accounting policies of the effects of an entity's
accounting policy with respect to stock-based employee compensation on reported
net income and earnings per share in annual and interim financial statements.
Statement 148 does not require companies to account for employee stock options
under the fair value method. If the Company had followed the fair value model
for expensing stock options, net income would have been adjusted as follows:

|                                              |  | For the years endedDecember 31,
|--------------------------------------------- |  | -------------------------------
|                                              |  | 2005                           
|                                              |  |                                
|Income available to common shares             |  |                                
|                                              |  |                                
|As reported                                   |  | $1,041,292                     
|                                              |  |                                
|Effect of expensing stock options, net of tax |  | (33,061)                       
|                                              |  |                                
|Pro forma                                     |  | 1,008,231                      
|                                              |  |                                
|Income available to common shares:            |  |                                
|Basic:                                        |  |                                
|As reported                                   |  | $         0.13                 
|Pro forma                                     |  | 0.13                           
|Diluted:                                      |  |                                
|As reported                                   |  | 0.12                           
|Pro forma                                     |  | $         0.12                 

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 natural gas reserves, which as described above may affect the
amount at which oil and gas natural properties are recorded. The Company's
allowance for doubtful accounts is a significant estimate and is based on
management's estimates of uncollectible receivables. It is at least reasonably
possible these estimates could be revised in the near term and the revisions
could be material.

Revenue Recognition

The Company uses the sales method of accounting for oil and
natural gas revenues. Under this method, revenues are based on actual volumes of
oil and natural gas sold to purchasers. The volumes of gas sold may differ from
the volumes to which the Company is entitled based on its interest in the
properties. Differences between volumes sold and volumes based on entitlements
create gas imbalances. Material imbalances are reflected as adjustments to
reported gas reserves and future cash flows. There were no material gas
imbalances as of December 31, 2005 and 2004.

F-10

Reclassifications

Certain amounts in the prior period financial statements have
been reclassified to conform to the 2005 financial statement classification,
with no effect on net income.

Recent Accounting Pronouncements

In May 2005, the FASB issued Statements of Financial
Accounting Standards (SFAS) No. 154, "Accounting Changes and Error
Corrections," which replaces Accounting Principles Board (APB) No. 20,
"Accounting Changes," and Statements of Financial Accounting Standards
No. 3, "Reporting Accounting Changes in Interim Financial Statements."
SFAS 154 applies to all voluntary changes in accounting principle and changes
the requirements for accounting and reporting a change in accounting principles.
FAS 154 requires retroactive application to prior periods' financial statements
of a voluntary change in accounting principle be recognized with a cumulative
effect adjustment in net income of the period of the change. FAS 154 is
effective for accounting changes made in annual periods beginning after December
15, 2005.

In April 2005, the FASB issued Staff Interpretation No. 19-1
("FSP 19-1") Accounting for Suspended Well Costs, which provides
guidance on the accounting for exploratory well costs and proposes an amendment
to FASB Statement No. 19 ("FASB 19"), Financial Accounting and
Reporting by Oil and Gas Producing Companies. The guidance in FSP 19-1 applies
to enterprises that use the successful efforts method of accounting as described
in FASB 19. The guidance in FSP 19-1 did not have a material impact our
consolidated financial position, results of operations, or cash flows. The
Company had no material suspended well cost at December 31, 2005 or 2004.

On December 16, 2004, the FASB published FASB Statement No.
123 (revised 2004) ("Statement 123R"), Share-Based Payment. Statement
123 (R) requiring that the compensation cost relating to share-based payment
transactions be recognized in financial statements. That cost will be measured
based on fair value of the equity or liability instruments issued. Public
entities that file as small business issues are required to apply Statement 123
R in the first interim or annual reporting period that begins after December 15,
2005. Statement 123 R replaces FASB Statement No. 123, Accounting for
Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees. The Company believes the adoption of this statement
will not have a material impact on the Company's results of operations or
financial position.

2.     Acquisition of Oil and Natural Gas
Properties

Effective March 11, 2004, the Company consummated the
  purchase of an 87.5%-100% working interest representing a 72.5625%-87.5% net
  revenue interest in oil and natural gas properties located in the Lusk Field
  in Lea County, New Mexico. The interests were acquired from PXP Gulf Coast,
  Inc. The Company paid $850,000 cash consideration for the lease rights and
  related equipment. The funds for the acquisition were derived from the
  Company's existing revolving credit facility.

F-11

The following unaudited pro forma information is presented as if the
  interest in the property had been acquired on January 1, 2004.

|                           | 2004                  
|-------------------------- | ----------------------
|                           |                       
|Revenues                   | $ 3,081,527           
|Net Income                 | $    549,907          
|Net Income per
      share | $     
            .07

During the year ended December 31, 2005 the Company
  acquired a 50% interest in the partnership Brady Exploration, LLC to acquire
  leasehold interest. The assets of Brady Exploration, LLC were sold and the
  Company realized a gain of $60,034 on its ownership interest. Subsequently
  Brady Exploration, LLC has been dissolved.

On December 16, 2005 the Company placed $550,170 in escrow
  that will apply to the purchase of oil and natural gas properties in Caddo
  Parish, Louisiana after conveyance documents are complete.

3.     Related Party Transactions

The Company leases office space from its President. Rent
  expense for this lease was $30,000 for each of the years ended December 31,
  2005 and 2004, respectively.

4.     Long-Term Debt

Long-term debt at December 31, 2005 and 2004 consisted of the following:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | 2005             |  | 2004            
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | ----------------
| | Note payable to a bank, interest at the bank's floating
      rate (8.25% at December 31, 2005), monthly payments of principal of
      $27,350, plus accrued interest beginning March 2005, until maturity in
      February 2006. In February 2006, the Company paid this note in full. This
      note is collateralized by certain oil and natural gas properties and is
      guaranteed by the majority stockholder of the Company. |  | $   150,000      |  | $ 1,496,315     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                  |  |                 
| | Other notes payable collateralized by vehicles                                                                                                                                                                                                                                                                                                                                                                                            |  | -                |  | 460             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                  |  |                 
| | Total                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 150,000          |  | 1,496,775       
| | Less current portion                                                                                                                                                                                                                                                                                                                                                                                                                      |  | (150,000)        |  | (1,496,775)     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | $              - |  | $              -

F-12

5.     Income Taxes

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

|                                                            | December 31,     
|----------------------------------------------------------- | -----------------
|                                                            | 2005             
|Deferred tax
      assets:                                  |                  
|Non-deductible
      acquisition cost                       | $               -
|Net operating
      loss and depletion carryforwards        | 19,000           
|Allowance for
      doubtful accounts and other assets      | 54,000           
|                                                            | 73,000           
|Deferred tax
      liabilities:                             |                  
|Difference in
      bases of trading securities             | (30,000)         
|Difference in
      bases of oil and natural gas properties | (627,000)        
|                                                            |                  
|Net liability                                               | $ (584,000)      

The effective tax rate differs from the statutory rate as follows:

|                               | 2005 |  | 2004
|------------------------------ | ---- |  | ----
|Statutory rate                 | 34%  |  | 34% 
|State and local
      taxes    | 5%   |  | -   
|Change in rate
      and other | (2%) |  | 4%  
|Effective rate                 | 37%  |  | 38% 

At December 31, 2005, the Company had available depletion
  carryforwards totaling approximately $52,000 which may be used to reduce
  future taxable income and do not expire.

F-13

6.     Earnings Per Share

Basic earnings per share is computed based on the weighted
  average number of shares of common stock outstanding during the year. 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,    
|---------------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                           | 2005            
|Numerator:                                                                                                 |                 
|Net income                                                                                                 | $   1,041,292   
|Numerator for
      basic and diluted earnings per share                                                   | 1,041,292       
|                                                                                                           |                 
|Denominator:                                                                                               |                 
|Denominator for
      basic earnings per share - weighted
                 average
      shares            | 7,836,161       
|                                                                                                           |                 
|Effect of
      dilutive securities:                                                                       |                 
|Director stock
      options                                                                               | 287,102         
|President stock
      options                                                                              | 156,911         
|Warrants issued
      with private placement                                                               | 282,968         
|Dilutive
      potential common shares                                                                     | 726,981         
|                                                                                                           |                 
|Denominator for
      diluted earnings per share - adjusted
                 weighted
      average shares | 8,563,142       
|Basic earnings
      per share                                                                             | $            .13
|Diluted earnings
      per share                                                                           | $            .12

For additional disclosures regarding stock options and
  warrants, see Note 7.

7.     Stock Based Compensation

Stock Options

In March 2004, the Company granted 200,000 non-qualified
  stock options to its Chief Executive Officer to purchase the Company's common
  stock at $0.65 per share, which was greater than the quoted market price on
  the date of the grant. The options are exercisable from November 2004 through
  December 2006.

In March 2004, the Company granted 90,000 non-qualified
  stock options to directors to purchase the Company's common stock at $0.65 per
  share, which was greater than the quoted market price on the date of the
  grant. The options are exercisable from November 2004 through December 2006.

In August 2004, the Company granted 100,000 non-qualified
  stock options to a director to purchase the Company's common stock at $0.65
  per share, which was greater than the quoted market price on the date of the
  grant. The options are exercisable from June 2005 through June 2007.

F-14

In September 2004, the Company granted 120,000
  non-qualified stock options to directors and 10,000 non-qualified stock
  options to its controller to purchase the Company's common stock at $0.65 per
  share, which was greater than the quoted market price on the date of the
  grant. The options are exercisable from June 2005 through June 2007.

The following is a summary of activity for the stock
  options granted for the years ended December 31, 2005 and 2004:

| |                                |  | December 31, 2005 |  | December 31, 2004                         
| | ------------------------------ |  | ----------------- |  | ------------------------------------------
| |                                |  | NumberOf Shares   |  | Weighted
      Average
      ExercisePrice
| |                                |  |                   |  |                                           
| | Outstanding, beginning of year |  | 690,000           |  | $      .59                                
| |                                |  |                   |  |                                           
| | Canceled or expired            |  | -                 |  | $          -                              
| | Granted                        |  | -                 |  | $          -                              
| | Exercised                      |  | 285,000           |  | $      .52                                
| |                                |  |                   |  |                                           
| | Outstanding, end of year       |  | 405,000           |  | $      .65                                
| | Exercisable, end of year       |  | 405,000           |  | $      .65                                

If not previously exercised, options outstanding at
  December 31, 2005 will expire as follows:

|      |  | NumberOf Shares |  | Weighted
      Average
      ExercisePrice |  | Weighted
      Average
      ContractualLife
|----- |  | --------------- |  | ------------------------------------------ |  | --------------------------------------------
|      |  |                 |  |                                            |  |                                             
|      |  |                 |  |                                            |  |                                             
|2006  |  | 230,000         |  | .65                                        |  | 1 year                                      
|2007  |  | 175,000         |  | .65                                        |  | 1.5 years                                   
|Total |  | 405,000         |  | $.65                                       |  |                                             

F-15

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 year 2005 and 2004. The
  exercise price was equal to the market price at the measurement date for each
  option.

| |                                          | 2005            | 2004
| | ---------------------------------------- | --------------- | ----
| |                                          | Numberof Shares |     
| |                                          |                 |     
| | Exercise price greater than market price | -               |     

The estimated fair value of each officer and director
  option granted during 2005 and 2004 was estimated on the date of grant using
  the Black-Scholes option-pricing model with the following assumptions:

|                                |  | 2005 | 2004
|------------------------------- |  | ---- | ----
|Expected
      volatility       |  | -    | 125%
|Risk-free
      interest rate   |  | -    | 5%  
|Expected
      dividends        |  | -    | -   
|Expected terms
      (in years) |  | -    | 2.8%
|                                |  |      |     

8.     Stockholders' Equity

In April 2004, the Company sold 100,000 units in a private
  sale to a single investor. Each unit sold for $0.65 and consisted of 1 common
  share, and 5 warrants series A-E. Each warrant is exercisable at any time over
  3 years, are redeemable at the Company's option based on certain sustained
  trading prices, and have exercise prices as follow:

| | A | $0.65
| | - | -----
| | B | $0.75
| | C | $1.00
| | D | $1.25
| | E | $2.00

As of December 31, 2005 all of the outstanding warrants
  were exercised.

9.     Environmental Issues

The Company is engaged in oil and natural 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 natural 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.

F-16

10.     Commitments

As of December 31, 2005 and 2004, 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.

As of December 31, 2005 the Company had $550,170 of
  restricted cash in escrow that will apply to the purchase of oil and natural
  gas properties in Caddo Parish, Louisiana.

In 2001, the Company entered into an executive employment
  agreement with its president and CEO. The agreement provides for his
  retention, if the Company should have a change in control, at set percentages
  of his then salary and bonus for a term of at least three years.

11.     Fair Value of Financial Instruments and
Concentration of Credit Risk

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

Financial instruments that subject the Company to credit
  risk consist principally of receivables. The receivables are primarily from
  companies in the oil and natural gas business or from individual oil and
  natural 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, 2005 and 2004 is adequate.

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

|Customer |  | 2005 |  | 2004
|-------- |  | ---- |  | ----
|A        |  | 13%  |  | 14% 
|B        |  | 21%  |  | 22% 
|C        |  | 26%  |  | 24% 
|D        |  | 15%  |  | 13% 
|         |  |      |  |     

Additionally, the five customers above accounted for a
  total of 58% and 71% of accrued oil and natural gas sales as of December 31,
  2005 and 2004, respectively.

F-17

12.     Supplemental Information on Oil and Gas
Producing Activities (Unaudited)

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

| |                                                                                        | Year Ended December 31,
| | -------------------------------------------------------------------------------------- | -----------------------
| |                                                                                        | 2005                   
| | Costs incurred in oil and natural gas producing activities:                            |                        
| | Acquisition of unproved properties                                                     | $      98,040          
| | Acquisition of proved properties                                                       | -                      
| | Dry hole expense                                                                       | 149,311                
| | Development costs                                                                      | 846,640                
| | Total costs incurred                                                                   | $  1,093,991           
| |                                                                                        |                        
| | Net capitalized costs related to oil and natural gas
            producing activities: |                        
| | Unproved Leasehold Costs                                                               | $       98,040         
| | Proved leasehold costs and lease and well equipment                                    | 8,119,616              
| | Less accumulated depletion and depreciation                                            | (2,844,544)            
| | Net oil and natural gas property costs                                                 | $  5,373,112           

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

|                                                               | Oil(Barrels) |  | Gas(MCF)  
|-------------------------------------------------------------- | ------------ |  | ----------
|                                                               |              |  |           
|Balance, January
      1, 2004                                 | 677,762      |  | 1,329,984 
|                                                               |              |  |           
|Revisions of
      previous estimates                          | 213,347      |  | 112,744   
|Purchase of
      minerals in place                            | 117,277      |  | 117,277   
|Production                                                     | (63,669)     |  | (101,583) 
|Balance,
      December 31, 2004                               | 944,717      |  | 1,458,422 
|                                                               |              |  |           
|Revisions of
      previous estimates                          | 50,541       |  | 576,454   
|Extensions and
      discoveries                               | -            |  | 168,358   
|Purchase of
      minerals in place
                Production | - (59,949)   |  | - (99,545)
|Balance,
      December 31, 2005                               | 935,309      |  | 2,103,689 
|                                                               |              |  |           
|Proved developed
      reserves, December 31, 2005             | 818,231      |  | 1,829,395 
|Proved developed
      reserves, December 31, 2004             | 880,991      |  | 1,413,232 

F-18

Proved oil and natural 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 natural 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, 2005 and 2004, relating to proved oil and natural 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.

The estimated cash flows from future production of proved
  reserves were prepared on the basis of prices received at year end. The
  average oil price per barrel was approximately $56.92 at December 31, 2005.
  The average natural gas price per MMBtu was approximately $6.66 at December
  31, 2005.

|                                                               | Year Ended December 31,
|-------------------------------------------------------------- | -----------------------
|                                                               | 2005                   
|                                                               |                        
|Future cash
      inflows                                      | $ 67,014,000           
|Future
      development and production costs                  | (18,367,000)           
|                                                               |                        
|Future income
      taxes                                      | (17,132,000)           
|                                                               |                        
|Future net cash
      flows                                    | 31,515,000             
|10% annual
      discount                                      | (14,463,000)           
|,                                                              |                        
|Standardized
      measure of discounted future net cash flows | $ 17,052,000           

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

F-19

|                                                                     | Year Ended December 31,
|-------------------------------------------------------------------- | -----------------------
|                                                                     | 2005                   
|Balance,
      beginning of year                                     | $11,198,000            
|Sales of oil and
      natural gas produced, net of production costs | (2,768,000)            
|Purchase of
      minerals in place                                  | -                      
|Sale of minerals
      in place                                      | -                      
|Extensions and
      discoveries                                     | 594,000                
|Net changes in
      prices and production costs                     | 7,722,000              
|Revisions and
      other                                            | 3,010,000              
|Accretion of
      discount                                          | 1,520,000              
|Net change in
      income taxes                                     | (4,224,000)            
|Balance, end of
      year                                           | $17,052,000            

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

F-20





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

None.

ITEM 8A.

|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 an update review and evaluation of the effectiveness of the Company's disclosure controls and procedures and have concluded,   based on his evaluation as of the end of the period covered by this Report, that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosure and we refer you to Exchange Act As required by Rule 13a-15(eb) under the Exchange Act, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2005. Based upon that evaluation and the material weakness described below, our principal executive officer and principal financial officer concluded that at the end of the period covered by this annual report on Form 10-KSB, our disclosure controls and procedures were not adequate due to a material weakness relating to the recording of the deferred income tax provision.  The related audit adjustment has been appropriately recorded in our Form 10-KSB. We are in the process of improving our internal control re have been no material changes in our internal controls or in
our financial reporting in an effort to remediate this deficiency. This deficiency has been disclosed to our Board of Directors. Additional effort is needed to fully remedy these deficiencies and we are continuing our efforts to improve and strengthen our her factors that could materially affect these controls subsequent to the date of the previously
mentioned evaluation.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|b) | Changes In Internal Controls Over Financial Reporting. 
Except as otherwise noted above, there has been no change in our internal control over .  During the most recently completed fiscal year, there have not been any significant changes in our internal controls over financial reporting during the fourth quarter ended December 31, 2005 that has materially affected,  or ins reasonably likely to materially affect, our internal control over financial  other factors that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

17

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    | 44  | Director, President, Chairman,
Chief Executive Officer | May 1997-present     
|Roger D. Bryant  | 63  | Director                                               | July 1997-present    
|Karl W. Reimers  | 64  | Director                                               | October 2004-present 
|Dan Robinson     | 58  | Director                                               | August 2004-present  
|Mel Slater       | 624 | Director                                               | January 2003-present 
|Debra Funderburg | 47  | Director                                               | February 2006-present

Mr. Reaves, age 44, 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, has 18 years experience in the oil and natural gas industry. He began his career in 1987, with North American Oil and Gas. Subsequently, in 1989 he purchased an interest in 10 of their wells and formed Bass Petroleum, Inc. Under Mr. Reaves' management in the years that followed, Bass Petroleum, Inc., gained majority control of the 10 original wells and acquired interest in another 60 wells. In 1998, Bass Petroleum merged with Energy Production Corporation and as a result, FieldPoint Petroleum Corporation was born.

Roger D. Bryant, age 63, has been a Director of the Company since July 1997.
For more than twenty-five years, Mr. Bryant has held senior management positions with public and private start-up and turn-around technology companies in a number of different industries. He is currently President and CEO of Convergence Technology Application Partners, LLC (CTAP), a supplier of telecommunications systems and support to companies with widely distributes offices. Prior positions include Chief Operations Officer for Electric and Gas Technologies,
Inc.  In September 2001 to present Mr. Bryant has been Chief Executive Officer of International Gateway
Exchange.  From November 1994 to November 2001, Bryant has been President and Chairman of Dial-thru International, Inc.,.  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., and President of Autogas Systems, Inc., the developer of ""Pay-at-the-Pump"" technology for retail petroleum industry. All together, Mr. Bryant has held the Chief Executive position as well as serving on the board of directors, of more than ten private and public companies.

Mr. Reimers, age 64, has served as a director of the Company since October 2004. Mr. Reimers has held the position of President and CFO of B.A.G. Corp. from 1993 to the present. He served as Vice President CFO of Supreme Beef Company from 1989 to 1993.  He also served as Vice President of Accounting for OKC Corp. a NYSE listed oil and gas company from 1975 to 1989. He was employed by Peat, Marwick, Mitchell, Certified Public Accountants from 1973 to 1975, and he has a MBA from the University of Texas at Arlington.

18

Mr. Robinson, age 58, has served as a director of the Company since August 30th 2004.  He has held the position of President and Chief Executive Officer of Placid Refining Company LLC from December 2004 to the present. Prior to his current position, he served in many capacities with Placid Oil Company beginning in March 1975, including the roles of Project Engineer, Manager of Refinery Operations, Assistant Secretary, Assistant Treasurer, Secretary, and Treasurer.  Before beginning his 30 year oil and gas career he was briefly employed as a commercial credit analyst at First National Bank in Dallas.  Mr. Robinson received a BS degree in Mechanical Engineering in 1971 and an MBA degree in Finance in 1973, both from the University of Wisconsin.  He currently sits on the Board of Directors of the National Petrochemical and Refiners Association.

Mel Slater, age 624, has been a Director of the Company since January 1, 2003.  From April 2003 to
June 2005, Dr. Slater has served as President of National ICT Australia. Prior to joining National ICT.  
Dr. Slater spent more than 25 years with leading technology firms including Gemplus and Motorola. At Motorola, he served in a number of positions including Vice President and General Manager, Global Software Group Americas, Vice President and Director of Motorola's Arizona Technology Laboratories and as Motorola's Corporate Director of Software. Dr. Slater has managed operations in over ten countries.

Debra Funderburg, age 47, has been a Director of the Company since February 6, 2006.  From May 2003 to the present she has served as Senior Staff Reservoir Engineer, Corporate A&D
Coordinator and is currently Business Development manager for Dominion E&P.  From November 1999 to May 2003 Ms. Funderburg held the positions of Reservoir Engineering and Engineering Manager for Randall & Dewey.  From April 1993 to November 1999 she was employed by Pennzoil as a Senior Petroleum Engineer.

No family relationship exists between any director or executive officer.

There are no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent (5%) of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

During the last five (5) years no director or officer of the Company has:

| | 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; or
| |    |                                                                                                                                                                                                                                                                                                       
| | d. | 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.                                       

19

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 the Board of Directors believes 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.

Meetings and Committees of the Board of Directors

a.Meetings of the Board of Directors

During the fiscal year ended December 31, 2005, 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 up to 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.  Ms. Funderburg receives a $12,000 annual retainer and is reimbursed for all expenses and received 10,000 shares of FieldPoint Petroleum Corp for her service as a board member.

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 year ended December 31, 2005, the board had a standing audit committee, a standing compensation committee, and a standing nomination committee or any other standing committees.  The Board of Directors as a whole served the functions of a nomination committee.

Audit Committee

The audit committee was composed of the following directors:

Karl W. Reimers, Chairman
Dan Robinson
Roger D. Bryant

The Board of Directors has determined that Messrs. Reimers, Robinson and Bryant are "independent" within the meaning of the American Stock  Exchange'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 Board of Directors has determined that none of the members of the audit committee qualify as an "audit committee financial expert" within the meaning of Item 401(e)(2) of Regulation SB.  The audit committee lacks an audit committee financial expert due principally to its historical lack of funds necessary to compensate such a person.  The Board of Directors intends to identify and appoint a person who qualifies as an audit committee financial expert during the current fiscal year.

20

During the fiscal year ended December 31, 2005 the audit committee had one meeting. 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 with 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 has been previously filed with the Commission.

Audit Committee Report



Compensation Advisory Committee

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

Dan Robinson, Chairman
Karl Reimers
Mel Slater

The Board of Directors has determined that Messrs. Reimers, Robinson and Bryant are "independent" within the meaning of the American Stock  Exchange's listing standards.  For this purpose, an compensation 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.

21

During the fiscal year ended December 31, 2005 the compensation advisory committee had one meeting.  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.                                                                                                                                                                                                                    

Nomination Committees



Ray D. Reaves, Chairman
Roger D. Bryant
Mel Slater

The Board of Directors has not appointed a standing nomination committee and does not intend to do so during the current year. The process of determining director nominees has been addressed by the board as a whole, which consists of four members. The board has not adopted a charter to govern the director nomination process.

Of the currently serving three members  Messrs. Bryant, and Slater, would each be deemed to be independent within the meaning of the American Stock Exchange's listing standards.  For this purpose, a director 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 board of directors has not adopted a policy with regard to the consideration of any director candidates recommended by security holders, since to date the board has not received from any security holder a director nominee recommendation.  The board of directors will consider candidates recommended by security holders in the future. Security holders wishing to recommended a director nominee for consideration should contact Mr. Ray Reaves, Chief Executive Officer and Chief Financial Officer, at the Company's principal executive offices located in Cedar Park, Texas and provide to Mr. Reaves, in writing, the recommended director nominee's professional resume covering all activities during the past five years, the information required by Item 401 of Regulation SB, and a statement of the reasons why the security holder is making the recommendation. Such recommendation must be received by the Company before December 31,
2006.

22

The board of directors believes that any director nominee must possess significant experience in business and/or financial matters as well as a particular interest in the Company's activities.

All director nominees identified in this proxy statement were recommended by our President and Chief Financial Officer and unanimously approved by the board of directors.

Shareholder Communications

Any shareholder of the Company wishing to communicate to the board of directors may do so by sending written communication to the board of directors to the attention of Mr. Ray Reaves, Chief Executive Officer and Chief Financial Officer, at the principal executive offices of the Company.  The board of directors will consider any such written communication at its next regularly scheduled meeting.

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.

Code of Ethics

Our Board of Directors adopted a Code of Business Conduct and Ethics for all of our directors, officers and employees during the fiscal year ended December 31, 2003.  Our Code of Business Conduct and Ethics can be found at our website address:  http://www.fppcorp.com.  We will provide to any person without charge, upon request, a copy of our Code of Business Conduct and Ethics.  Such request should be made in writing and addressed to Investor Relations, FieldPoint Petroleum Corporation, 1703 Edelweiss Drive, Cedar Park, Texas  78613.  Further, our Code of Business Conduct and Ethics is being filed herewith as an exhibit to this Annual Report on Form 10-KSB.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16 (a) of the Securities Exchange Act of 1934, as amended, requires the Company's executive officers, directors and persons who own more than ten percent of the Common Stock (collectively, "Reporting Persons") to file initial reports of ownership and changes of ownership of the Common Stock with the SEC and the NASDAQ American Stock
Market Exchange. Reporting Persons are required to furnish the Company with copies of all forms that they file under Section 16(a).  Based solely upon information provided to the Company from Reporting Persons, during the two years ended December 31, 2005, the Company is not aware of any failure on the part of any Reporting Persons to timely file reports required pursuant to Section 16(a), except the following: Karl  Reimers failed to file three reports covering three transactions in a timely manner; Roger Bryant failed to file one report covering one transaction in a timely manner; and Mel Slater failed to file two reports covering two transactions in a timely manner.

23

ITEM 10     EXECUTIVE COMPENSATION



|TABLE 1                   
|--------------------------
|                          
|SUMMARY COMPENSATION TABLE
|                          
|                          
|                          
|Name and
PrincipalPosition
|                          
|Ray D. Reaves             
|CEO, President,           



|TABLE 2
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
|----------------------------------------------------------------
|Name                                                            
|Ray D. Reaves                                                   



|TABLE 3AGGREGATED OPTIONS/SAR
EXERCISED IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
|----------------------------------------------------------------------------------------
|Name                                                                                    
|                                                                                        
|Ray D. Reaves                                                                           

1.   Based upon a closing price of
$6.89 per share on December 31, 2005.

24

Option Grants Table

The following table sets forth information concerning individual grants of stock options made during the fiscal years ended December 31, 2005 and 2004, to the Company's Officers and Directors. All grants were in 2004, none in 2005.

|Name              | Options Granted (#) | Price ($/sh.) | Expiration Date
|----------------- | ------------------- | ------------- | ---------------
|Ray D. Reaves     | 200,000             | $.65          | 12/31/06       
|President and CEO |                     |               |                
|                  |                     |               |                
|Roger D. Bryant   | 30,000              | $.65          | 12/31/06       
|Director          | 20,000              | $.65          | 06/30/07       
|                  |                     |               |                
|Karl W. Reimer    | 100,000             | $.65          | 06/30/07       
|Director          |                     |               |                
|                  |                     |               |                
|Dan Robinson      | 100,000             | $.65          | 06/30/07       
|Director          |                     |               |                
|                  |                     |               |                
|Mel Slater        | 100,000             | $.37          | 12/31/05       
|Director          | 30,000              | $.65          | 12/31/06       
|                  |                     |               |                
|Laurie Lutz       | 10,000              | $.65          | 6/30/07        
|Controller        |                     |               |                
|                  |                     |               |                

25

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



| | * | 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.                   

The table shows the number of shares owned as of March 31, 2006 and the percentage of outstanding common stock owned as of
March 31, 2006.  Each person has sole voting and investment power with respect to the shares shown, except as noted.

|Name and Address of Beneficial Owner                             | Amount and Natureof Beneficial Owner | Percent of Class
|---------------------------------------------------------------- | ------------------------------------ | ----------------
|Ray D. Reaves
1703 Edelweiss Drive
Cedar Park, Texas 78613       | 2,965,000                            | 34.1%           
|Mel Slater
    1703 Edelweiss Drive
    Cedar Park, Texas  78613 | 400,000                              | 4.7%            
|Roger D. Bryant
1703 Edelweiss Drive
Cedar Park, Texas 78613     | 25,000                               | 0.3%            
|Karl W. Reimers
1703 Edelweiss Drive
Cedar Park, Texas 78613     | 66,000                               | 0.8%            
|Dan Robinson
1703 Edelweiss Drive
Cedar Park Texas               | 100,000                              | 1.1%            
|Debra Funderburg
1703 Edelweiss Drive
Cedar Park Texas           | 10,000                               | 0.1%            
|All Officers and Directors
  as a Group (6 persons)              | 3,566,709                            | 5244%           

_____________________________

(1)   Unless otherwise stated, address is 1703
Edelweiss Drive, Cedar Park, Texas  78613.

(2)   Under SEC Rules, we include in the number of
shares owned by each person the number of shares issuable under outstanding
options or warrants if those options or warrants are exercisable within 60 days
of the date of this prospectus. In calculating percentage ownership, we
calculate the ownership of each person who owns exercisable options by adding (i)
the number of exercisable options for that person only to (ii) the number of
total shares outstanding and dividing that result into (iii) the total number of
shares and exercisable options owned by that person.

ITEM 12     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company leases office space from its majority shareholder. The lease requires monthly payments of $2,500 on a month to month basis.

26

ITEM 13     EXHIBITS AND REPORTS ON FORM 8-K

|(a) | Exhibits                                                                                                                            |                                                                                                                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                     |                                                                                                                                                                                                                          
|    | 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                                                                                                                               
|    |                                                                                                                                     |                                                                                                                                                                                                                          
|    | 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 (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)                           
|    |                                                                                                                                     |                                                                                                                                                                                                                          
|    | 10.6                                                                                                                                | Lease Assignment from PXP Gulf Coast, Inc., dated March 11, 2004, incorporated by reference from the Company's Current Report on Form 8-K dated March 11, 2004, as filed with the Commission on March 26, 2004.          
|    |                                                                                                                                     |                                                                                                                                                                                                                          
|    | 14.                                                                                                                                 | Code of Ethics, (incorporated by reference to the Company's 10-KSB for the year ended December 31, 2003)                                                                                                                 
|    |                                                                                                                                     |                                                                                                                                                                                                                          
|    | 31                                                                                                                                  | Certification                                                                                                                                                                                                            
|    |                                                                                                                                     |                                                                                                                                                                                                                          
|    | 32                                                                                                                                  | Certification pursuant to 18 U.S.C.. Section 1350                                                                                                                                                                        
|    |                                                                                                                                     |                                                                                                                                                                                                                          
|(b) | Reports on Form 8-K                                                                                                                
|    |                                                                                                                                     |                                                                                                                                                                                                                          
|    | Current Report on Form 8-K dated January 25, 2005, Items 7.01, 8.01 and 9.01, as filed with the Commission on January 25, 2005.    
|    |                                                                                                                                    
|27 
|    |                                                                                                                                    
|    |                                                                                                                                    
|    | Current Report on Form 8-K dated Feberuary 7, 2005, Items 7.01, 8.01 and 9.01, as filed with the Commission on February 7, 2005.   
|    |                                                                                                                                    
|    | Current Report on Form 8-K dated March 14, 2005, Items 7.01, 8.01 and 9.01, as filed with the Commission on March 14, 2005.        
|    |                                                                                                                                    
|    | Current Report on Form 8-K dated March 29, 2005, Items 2.02, 7.01 and 9.01, as filed with the Commission on March 29, 2005.        
|    |                                                                                                                                    
|    | Current Report on Form 8-K dated Marcxh 30, 2005, Items 7.01, 8.01 and 9.01, as filed with the Commission on March 30, 2005.       
|    |                                                                                                                                    
|    | Current Report on Form 8-K dated April 19, 2005, Items 7.01, 8.01 and 9.01, as filed with the Commission on April 19, 2005.        
|    |                                                                                                                                    
|    | Current Report on Form 8-K dated May 17, 2005, Items 2.02 and 9.01, as filed with the Commission on May 17, 2005.                  
|    |                                                                                                                                    
|    | Current Report on Form 8-K dated December 31, 2004, Items 7.01, 8.01 and 9.01, as filed with the Commission on June 24, 2005       
|    |                                                                                                                                    
|    | Current Report on Form 8-K dated December 31, 2004, Items 7.01, 8.01 and 9.01, as filed with the Commission on June 30, 2005.      
|    |                                                                                                                                    
|    | Current Report on Form 8-K dated August 24, 2005, Items 7.01, 8.01 and 9.01, as filed with the Commission on August 24, 2005.      
|    |                                                                                                                                    
|    | Current Report on Form 8-K dated September 9, 2005, Items 7.01, 8.01 and 9.01, as filed with the Commission on September 9, 2005.  
|    |                                                                                                                                    
|    | Current Report on Form 8-K dated September 16, 2005, Items 7.01, 8.01 and 9.01, as filed with the Commission on September 19, 2005.
|    |                                                                                                                                    
|    | Current Report on Form 8-K dated October 11, 2005, Items 7.01 and 8.01, as filed with the Commission on October 11, 2005.          
|    |                                                                                                                                    
|    | Current Report on Form 8-K dated November 10, 2005, Items 2.02 and 9.01, as filed with the Commission on November 10, 2005.        
|    |                                                                                                                                    
|    | Current Report on Form 8-K dated December 16, 2005, Items 7.01, 8.01 and 9.01, as filed with the Commission on December 16, 2005.  

ITEM 14.       PRINCIPAL ACCOUNTANT FEES AND SERVICES

In the last two fiscal years, we have retained Hein + Associates, L L.P., ("Hein") as our principal accountants. Hein audited our consolidated financial statements for fiscal 2004 and 2003. We understand the need for our principal accountants to maintain objectivity and independence in their audit of our financial statements. To minimize relationships that could appear to impair the objectivity of our principal accountants, our audit committee has restricted the non-audit services that our principal accountants may provide to us primarily to tax services and audit related services. The board has adopted policies and procedures for pre-approving work performed by our principal accountants.

After careful consideration, the Audit Committee of the Board of Directors has determined that payment of the below audit fees is in conformance with the independent status of the Company's principal independent accountants.  Before engaging the auditors in additional services, the Audit Committee considers how these services will impact the entire engagement and independence factors.

The following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by our principal accountants:

|                                                                                                                                                                                                                          | 2005      | 2004     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | ---------
|Audit 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. | $  58,800 | $  43,700
|Audit-related fees - related to the performance of audit or review of financial statements not reported under "audit fees" above                                                                                          | 17,300    | 4,700    
|Tax fees - tax compliance, tax advice and tax planning                                                                                                                                                                    | 9,000     | 9,000    
|All other fees - services provided by our principal accountants other than those identified above                                                                                                                         |           |          
|Total fees paid or accrued to our principal accountants                                                                                                                                                                   | $ 85,100  | $ 57,400 

29

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
|-------------------- | --------------------------------------------
|                     |                                             
|Date: March 31, 2006 | By:/s/ Ray Reaves   Ray Reaves, President   

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     President, Chief Executive Officer, 
     Director, Chairman, Chief Financial Officer | Date:  March 31, 2006 
|-------------------------------------------------------------------------------------------------------------- | ----------------------
|                                                                                                               |                       
|By:   /s/ Roger D. Bryant     Roger D Bryant
\     Director                                                    | Date:  March 31, 2006 
|                                                                                                               |                       
|By:   /s/ Dan Robinson     Dan Robinson
     Director                                                          | Date:  March 31, 2006 
|                                                                                                               |                       
|By: /s/ Karl W. Reimers     Karl W. Reimers 
     Director                                                     | Date:   March 31, 2006
|                                                                                                               |                       
|By: /s/ Mel Slater
     Mel Slater
     Director                                                               | Date:   March 31, 2006
|                                                                                                               |                       
|By: /s/Debra Funderburg    Debra Funderburg 
    Director                                                      | Date:   March 31, 2006

30