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

                                   FORM 10-KSB

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


                   For the fiscal year ended December 31,1997.

[ ] 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
                        --------------------------------

                 (Name of Small Business Issuer in Its Charter)

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

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

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

         Securities registered under Section 12(b) of the Exchange Act:
                                     (None)

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

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

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

Yes X       No
   ---        ---

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

The issuer's revenues for its most recent fiscal year were $739,410.

As of December 31, 1997,  4,413,259 shares of the Registrant's  common stock par
value $.01 per share, were outstanding. The aggregate market value of the voting
stock held by non-affiliates of the Registrant at March 6, 1997, was $991,250.

Documents Incorporated by Reference: None.




                                       1


<PAGE>


                                     PART I
ITEM 1- BUSINESS
        --------

General

FieldPoint Petroleum Corporation, (formerly Energy Production Company)a Colorado
corporation  (the  "Company"),  was formed on March 11, 1980, for the purpose of
identifying,  acquiring,  and enhancing the production of mature oil and natural
gas fields located primarily in the mid-continent and the Rocky Mountain region.
From 1980 the Company was engaged in oil and gas  operations,  and  beginning in
December  1986,  the  Company  divested  all of  its  oil  and  gas  assets  and
operations.  Since December 1986, the Company has not engaged in any oil and gas
operations  until the completion of the reverse  acquisition  described below on
December 31, 1997.

Reverse Acquisition - The Company entered into an Agreement dated as of December
22, 1997, 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.  The  historical
information prior to December 31,1997  represents the production and activity of
BPI. On December  31,1997,  the Company changed its name from Energy  Production
Company to FieldPoint Petroleum Corporation.

Recent Acquisition and Development

On February 18, 1998, the Company acquired a 97.9% working interest in the Shade
lease,  which carries a 76.9565% net revenue interest in oil and gas production.
A total  purchase  price of  $190,000.00  was paid for the  interest and related
equipment.  The lease  currently has 3 producing oil and gas wells;  the Company
also  purchased  all equipment  related  to the  three wells on  the  lease from
Fred Bowman, Inc.

Forward-Looking Statements

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

Business Strategy

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

The Company will also seek to identify  promising  areas for the  exploration of
oil and gas  through the use of outside  consultants  and the  expertise  of the
Company.  This identification  will include collecting and analyzing  geological
and geophysical data for exploration areas. Once promising properties are


                                       2


<PAGE>



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, 1997, the Company had varying ownership  interest in 77 gross
productive  wells (28.98 net) located in two states.  The Company operates 56 of
the 77 wells;  the other  wells are  operated  by  independent  operators  under
contracts  that are standard in the industry.  It is a primary  objective of the
Company  to  operate  most  of the oil and gas  properties  in  which  it has an
economic interest.  The Company believes,  with the responsibility and authority
as operator, it is in better position to control cost, safety, and timeliness of
work as well as other critical factors affecting the economics of a well.

Market for Oil and Gas

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

Competition

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

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.


                                       3


<PAGE>


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

Operational Hazards and Insurance

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

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

Administration

Office Facilities- The office space for the Company's  executive offices at 1703
Edelweiss Drive,  Cedar Park, Texas 78613, is currently provided by the majority
shareholder at a cost of $750.00 per month as of December 31,1997.

Employees-  As of February  28, 1998,  the Company had 3 employees,  the Company
considers its relationship with its employees satisfactory.

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

Principal Oil and Gas Interest

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

Serbin  Field Lee and  Bastrop  Counties  Texas is an oil and gas field  located
approximately 50 miles east of Austin and 100 miles west of Houston. The Company
has a working  interest in 74 producing oil and gas wells with a production rate
for 1997 of  approximately  100  barrels of oil  equivalent  ("BOE")  net to the
Company.  Oil and gas are produced  from the Taylor Sand at depths  ranging from
approximately  5,300 feet to  approximately  5,600 feet; it is a 46-gravity  oil
sand.


                                       4


<PAGE>



Production

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

                                             Oil and Gas Production
                                             ----------------------

Quantities                                  1997               1996
                                            ----               ----
         Oil (Bbls)                        25,846             18,897
         Gas (Mcf)                         67,683             65,297

Average Sales Price
         Oil ($/Bbl)                       $19.51             $20.10
         Gas ($/Mcf)                        $2.00              $1.76

Average Production Cost ($/BOE)             $4.77              $4.13


The Company's oil and gas  production is sold on the spot market and the Company
does not have any  production  that is  subject  to firm  commitment  contracts.
During the year ended December 31, 1997,  purchases by each of three  customers,
Dorado Oil Company, Conoco and GPM Gas Corporation, represented more that 10% of
the total  Company  revenues.  Neither of these  three  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
                                   Productive Wells
                                   ----------------

                           Oil                             Gas
State             Gross(1)       Net(2)           Gross(1)       Net(2)
                  -----          ---              -----          ---
Texas              67           22.08               7            2.4
Wyoming             3            2.58               -             -
---------        ------         -----             -----        -----
     Total         70           24.66               7            2.4


Drilling Activity

The Company had no drilling activity in each of the last two fiscal years.
----------------------

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


                                       5


<PAGE>


Reserves

The following reserve related  information for years ended December 31, 1996 and
1997,  is based on estimates  prepared by the  Company.  The  Company's  reserve
estimates are developed using  geological and engineering  data and interest and
burdens information  developed by the Company.  Reserve estimates are inherently
imprecise and are continually  subject to revisions based on production history,
results of additional  exploration and  development,  prices of oil and gas, and
other factors.  The notes  following the table should be read in connection with
the reserve estimates.

                                                     Estimated Proved Reserves
                                                          At December 31,(1)

                                                        1997             1996
                                                     -------------------------
Proved Developed Reserves (Bbls)                     192,047           152,514
Proved Developed Reserves (Mcf)                      436,717           453,873
Total Proved Crude Oil Equivalents (BOE)(2)          264,833           228,160
Present Value of Estimated Future Net Revenues
(in thousands), discounted at 10%                   $994,000          $972,000


Reference should be made to the supplemental oil and gas information included in
this form 10-KSB for additional  information  pertaining to the Company's proved
oil and gas reserves as of the end of each of the last two fiscal years.

Acreage

The  following  tables  set  forth the  gross  and net  acres of  developed  and
undeveloped  oil and gas leases in which the Company had  working  interest  and
royalty interest as of December 31, 1997. The category of "Undeveloped  Acreage"
in the table includes  leasehold  interest that already may have been classified
as containing proved undeveloped reserves.

                        Developed(3)                 Undeveloped(4)
State               Gross(5)     Net(6)          Gross(5)      Net(6)
------              -----        ---             -----         ---
Texas               1560         390             1360          1000
Wyoming              200         173              400           350
---------           ----         ---             -----         ----
    Total           1760         560             1760          1350

-----------------

1 The Company's  annual reserve reports are prepared as of December 31, which is
the end of the Company's fiscal year.
2 Gas is  converted to barrel of oil  equivalent  at 6,000 cubic feet equals one
barrel.
3 Developed acreage is acreage spaced for or assignable to productive wells.
4  Undeveloped  acreage  is oil and gas  acreage  on which  wells  have not been
drilled or to which no Proved  Reserves other than Proved  Undeveloped  Reserves
have been attributed.
5 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.
6 A net well or acre is deemed  to exist  when the sum of  fractional  ownership
working interests in gross wells or acres equals one. The number of net wells or
acres is the sum of the  fractional  working  interests  owned in gross wells or
acres expressed as whole numbers and fractions thereof.


                                       6


<PAGE>


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

The Company knows of no material litigation pending, threatening or contemplated
or  unsatisfied  judgments  against  it,  or any other  proceeding  in which the
Company is a party.  The Company knows of no material  legal actions  pending or
threatened or judgments  entered  against any officers or the Board of Directors
of the Company in their capacity as such.

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

During the quarter ended December 31, 1997,  Security  Holders were given notice
in the  form of a  Proxy  Statement  filed  with  the  Securities  and  Exchange
Commission on December 1, 1997, to consider and vote on the following matters as
described in the Proxy Statement.

          1.   To  approve  the  acquisition  by  the  Company  of  all  of  the
               outstanding shares of Bass Petroleum, Inc.
          2.   To approve  the change of the name of the  Company to  FieldPoint
               Petroleum Corporation.
          3.   To elect three  directors  to hold  office  until the next annual
               meeting of shareholders or until their  successors have been duly
               elected and qualified.
          4.   To  approve  the 75 to 1  reverse  stock  split of the  shares of
               common stock of the Company issued and outstanding.
          5.   To ratify  the  selection  of Hein &  Associates,  L.L.P.  as the
               Company's independent auditors for the current fiscal year ending
               December 31, 1997.

                                     PART II

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

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

         FISCAL 1996                           CLOSING BID
         -----------                           -----------
                                         HIGH               LOW
                                         ----               ---
First Quarter                            .0001              .0001
Second Quarter                           .0001              .0001
Third Quarter                            .0001              .0001
Fourth Quarter                           .0001              .0001

         FISCAL 1997
         ----------
                                         HIGH               LOW
                                         ----               ---
First Quarter                           .0001               .0001
Second Quarter                          .0001               .0001
Third Quarter                           .0001               .0001
Fourth Quarter                          .0001               .0001



                                       7


<PAGE>


At March 6, 1998, the  approximate  number of  shareholders of record was 1,020.
The Company has not paid any  dividends  on its Common Stock and does not expect
to do so in the foreseeable future.

Recent Sales of Unregistered Securities

During the fiscal year ended  December  1997,  the Company  issued the following
securities without registration under the Securities Act of 1933, as amended.

On December 31, 1997,  pursuant to a Plan of Exchange (the "Plan") by and among,
the Company,  Bass  Petroleum,  Inc.  (BPI),  and the  shareholders  of BPI, the
Company issued an aggregate 4,000,000 unregistered shares to the shareholders of
BPI. The shares were issued on a pro rata basis, in exchange for an aggregate of
8,655,625 shares of capital stock of BPI.

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

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

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

Overview

FieldPoint  Petroleum  Corporation  derives  its  revenues  from  its  operating
activities  including sales of oil and gas and operating oil and gas properties.
The Company's  capital for  investment in producing oil and gas  properties  has
been provided by cash flow from operating  activities  and from bank  financing.
The Company categorizes its operating expenses into the categories of production
expenses and other expenses. Due to cost associated with the reverse acquisition
the  Company's  net  expenses  for  the  year  ended   December  31,  1997  were
substantially higher than net expenses for the year ended December 31, 1996.

   Comparison of Year Ended December 31, 1997 to Year Ended December 31, 1996
   --------------------------------------------------------------------------

Results of Operation

Revenues  increased  14% or $90,691 to $739,410 for the year ended  December 31,
1997, from the comparable 1996 period.  Oil production  volumes increased by 37%
at the same time the average price per barrel decreased  slightly during 1997 to
$19.51 verse the comparable 1996 period average price of $20.10 per barrel. Also
in 1997, the gas production  volume  decreased by 4% while the average price per
Mcf was $2.00, a 14% increase from the 1996 comparable.


                                       8


<PAGE>



                                              Year Ended December 31,
                                              1997              1996
                                              ----              ----
Oil Production                               25,846            18,897
Average Sales Price Per Bbl ($/Bbl)          $19.51            $20.10

Gas Production                               67,683            65,297
Average Sales Price Per Mcf ($/Mcf)           $2.00             $1.76


Production  expenses  increased  44% or $54,216 to  $177,078  for the year ended
December 31, 1997, from the comparable  1996 period.  This was to the additional
operations in Wyoming, and additional workovers in the form of remedial repairs.
Total cost and expenses increased 31% or $148,342 to $626,200 for the year ended
December 31, 1997, from the comparable 1996 period.  General and  administrative
overhead cost increased 29% or $72,230 to $323,890 for the 1997 period verse the
1996 comparable  period,  due to cost  associated with evaluating  acquisitions,
legal expense, and additional staff.

Net other expenses for the year ended December 31, 1997, was $69,443 compared to
net other  expenses  of $8,707  for 1996.  This was  primarily  due to  expenses
related to the reverse acquisition.

The  Company's  net income  decreased  by $91,149 to $23,983  for the year ended
December 31, 1997, from the comparable  1996 period.  The decrease in net income
was  primarily  due to  expenses  related  to the  reverse  acquisition  and the
increase in total cost and expenses.


Liquidity and Capital Resources

Cash flow from  operating  activities  remains  positive at $67,591 for the year
ended December 31, 1997,  although this  represents a decrease of $16,282 or 19%
from the year ended  December 31, 1996. The decrease in cash flow from operating
activities was primarily due to lower net income.

Cash flow used by investing  activities was $99,996 in the period ended December
31, 1997,  compared to $95,131 for December 31, 1996.  This is primarily  due to
the  decrease in  restricted  cash during the period.  Cash flow from  financing
activities  was $23,408 for the period  ended  December  31,  1997,  compared to
$10,328  for the same period in 1996.  This was due to  increases  in  long-term
debt.

The  worldwide  crude oil prices  continued to  fluctuate  in 1997.  The Company
cannot  predict  how prices  will vary  during  1998 and what  effect  they will
ultimately have on the Company.  However,  management  believes that the Company
will be able to generate  sufficient  cash from  operations  to service its bank
debt  and  provide  for  maintaining  current  production  of its  oil  and  gas
properties.

Commitments  for future capital  expenditures  were not material at December 31,
1997. 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.


                                       9


<PAGE>



Capital Requirements

Management believes the Company will be able to meet its current operating needs
through internally generated cash from operations.  Management believes that oil
and gas property  investing  activities in 1998 can be financed  through cash on
hand,  cash  from  operating  activities,   and  bank  borrowing.   The  Company
anticipates  continued  investments in proven oil and gas properties in 1998. If
bank credit is not available,  the Company may not be able to continue to invest
in strategic oil and gas properties.  The Company cannot predict how oil and gas
prices will fluctuate  during 1998 and what effect they will  ultimately have on
the Company,  but Management  believes that the Company will be able to generate
sufficient  cash  from  operations  to  service  its bank debt and  provide  for
maintaining current production of its oil and gas properties. The Company had no
significant commitments for capital expenditures at December 31, 1997.

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
                          -----------------------------

Report  of Independent Public Accountants                           F-1
Consolidated Balance Sheets                                         F-2
Consolidated Statement of Income                                    F-3
Consolidated Statement of Stockholders' Equity                      F-4
Consolidated Statement of Cash Flows                                F-5
Notes to Consolidated Financial Statements                          F-6 - F-12
Supplemental Oil and Gas Information (Unaudited)                    F-13 - F-14

ITEM 8-CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
       -------------------------------------------------------------------------
       DISCLOSURE
       ----------
None.
                                    PART III

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

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

Name               Age      Position with Company               Period Served
Ray D. Reaves      36       Director, President, Chairman,      May 1997-present
                            Chief Executive Officer and
                            Chief Financial Officer
Roger D. Bryant    55       Director                           July 1997-present
Robert A. Manogue  73       Director                           July 1997-present

Mr. Reaves,  age 36, 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 BPI from October 1989 to the present and as President of
Field Point Inc., a private investment firm.


                                       10


<PAGE>


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

Roger D.  Bryant,  age 55, has been a Director of the  Company  since July 1997.
From November 1994 to present,  Bryant has been President of Canmax Corporation.
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.

Robert A.  Manogue,  age 73, has been a Director of the Company since July 1997.
Since 1982, Manogue has been retired and has been involved in house construction
in Albuquerque,  New Mexico under R.A. Manogue Construction.  From 1976 to 1982,
Manogue was President of C.P. Clare  International N.V. in Brussels,  Belgium, a
$50 million  subsidiary of General  Instruments  Corporation.  He also served as
Vice President of Marketing for Emerson  Electric  Company,  a manufacturer  and
marketer of consumer and industrial products, from 1971 to 1976.

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

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

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

                                                                    Long-Term
    Name and                                                       Compensation
Principal Position          Fiscal Year     Salary       Bonus       Options (#)
-----------------------------------------------------------------------------
Ray D. Reaves                 1997        $72,000         --         200,000
 Chief Executive Officer      1996        $72,000       $25,000        --
  and President               1995        $48,000        $2,500        --


                                       11


<PAGE>


Option Grants Table

The following table sets forth information concerning individual grants of stock
options made during the fiscal year ended  December 31, 1997,  to the  Company's
Officers and Directors.

Name                   Options Granted (#)    Price ($/sh.)      Expiration Date
--------------------------------------------------------------------------------
Ray D. Reaves             200,000               $.10               12/31/2001
  President and CEO

Roger D. Bryant           100,000               $.10               12/31/2001
  Director

Robert A. Manogue         100,000               $.10               12/31/2001
  Director

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

The  following  table  sets  forth  the  persons  known  to the  Company  to own
beneficially more than five percent of the outstanding shares of Common Stock as
of December 31, 1997 and  information  as of December 31, 1997,  with respect to
the  ownership of Common Stock by each  director  and  executive  officer of the
Company.  In all cases,  the owners have sole voting and investment  powers with
respect to the shares.

Name and Address of                 Amount and Nature             
Beneficial Owner                    of Beneficial Owner         Percent of Class
----------------                    -------------------         ----------------
Bass Petroleum, Inc.                    223,040                        5.1%
1703 Edelweiss Drive
Cedar Park, Texas 78613

The Delray Trust                        604,928                       13.7%
3606 Belle Grove
Sugar Land, Texas 77479

Ray D. Reaves                         2,826,565(1)                    61.2%
1703 Edelweiss Drive
Cedar Park, Texas 78613

Robert A. Manogue                       377,277(2)                     8.3%
1703 Edelweiss Drive
Cedar Park, Texas 78613


-------------------------
1 Includes  (i) shares  beneficially  owned  based on  position  with BPI;  (ii)
estimated shares received in Reverse Acquisition in exchange for common stock of
BPI owned by Mr. Reaves;  and (iii) 200,000 shares of Common Stock Underlying an
option  granted  to Mr.  Reaves by BPI,  which  option  has been  assumed by the
Company.
2 Includes (i) shares owned by a partnership  of which Mr. Manogue is a partner,
and (ii) 100,000  shares of Common Stock  underlying an option of BPI granted to
Mr. Manogue by BPI, which option has been assumed by the company.


                                       12


<PAGE>


Roger D. Bryant                         100,000(3)                     2.2%
1703 Edelweiss Drive
Cedar Park, Texas 78613

All Officers and Directors            3,303,842                       68.7%
     as a Group (3 persons)

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

In August 1994, the Company  entered into a lease agreement with the controlling
shareholder,  Ray D. Reaves,  to rent office space.  The lease extended  through
July 31, 1997,  and has continued  thereafter  on a  month-to-month  basis.  The
monthly rent was $650 until July 31, 1997 and $750 thereafter.

During 1997,  the Company  acquired  various oil and gas interest from a company
owned by the  controlling  shareholder  for $88,000.  During  1996,  the Company
acquired an oil and gas well from its controlling shareholder, Ray D. Reaves for
$44,000. As partial  considerations,  the Company retired a note receivable from
Ray D. Reaves of $38,000, which had arisen from a cash advance in 1994.

ITEM 13-EXHIBITS AND REPORTS ON FORM 8-K
        --------------------------------

(a)      Exhibits

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

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

         3.2(b)Articles  of  Amendment  of Articles  of  Incorporation,  dated
               December 31, 1997

         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).

(b)      Reports on Form 8-K

         There were no reports on Form 8-K filed by the Company  during the last
         quarter of its fiscal year.


-------------------------
3 Includes  100,000  shares of Common Stock  underlying an option granted to Mr.
Bryant.


                                       13



<PAGE>



                                   SIGNATURES


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


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

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

         Date:  March 20, 1998

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
                -----------------------------
                Ray  Reaves,  President,   Chief  Executive  Officer,  Director,
                Chairman, Chief Financial Officer

         Date:  March 20, 1998


                  SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH
                 REPORTS FILED PURSUANT TO SECTION 15(d) OF THE
                      EXCHANGE ACT BY NON-REPORTING ISSUERS

No annual  report or proxy  material  has been sent to security  holders.  Proxy
material,  which is to be furnished to security holders subsequent to the filing
of the annual report on this form,  shall be furnished to the Commission when it
is sent to security holders.

















                                       14


<PAGE>


Exhibit B


                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION


Pursuant  to the  provisions  of the  Colorado  Business  Corporation  Act,  the
undersigned  corporation  adopts the  following  Articles  of  Amendment  to its
Articles of Incorporation:


FIRST:    The name of the corporation is Energy Production Company
                                         -----------------------------------

SECOND:   The following  amendment to the Articles of Incorporation was
          adopted on December 31, 1997, as  prescribed by the Colorado  
          Business Corporation Act. In the manner marked with an X below:

-----     No shares  have  been  issued  or  Directors  Elected - Action by
          Incorporators

-----     No shares have been issued but Directors Elected - Action by Directors

-----     Such amendment was adopted by the board of directors where shares
          have been issued and shareholder action was not required.

 X        Such amendment was adopted by a vote of the shareholders.  The number
          of shares voted for the amendment was sufficient for approval.
----



THIRD:    If changing corporate name, the new name of the corporation is

                        FieldPoint Petroleum Corporation
--------------------------------------------------------------------------------

 

FOURTH:   The manner, if not set forth in such amendment, in which any exchange,
          reclassification, or cancellation of issued shares provided for in the
          amendment shall be effected, is as follows:


If these amendments are to have a delayed effective date, please list that date:
December 31, 1997
-----------------

            (Not to exceed ninety (90) days from the date of filing)


                                                 Energy Production Company
                                                 -------------------------------


                                                 Signature /s/ Ray D. Reaves
                                                           -----------------
                                                    Title  President
                                                           -----------------



  

                                     15


<PAGE>

                        FIELDPOINT PETROLEUM CORPORATION
                         (formerly Bass Petroleum, Inc.)

                      CONSOLIDATED FINANCIAL STATEMENTS AND
                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 1997 and 1996














<PAGE>




                          INDEPENDENT AUDITOR'S REPORT



Board of Directors and Stockholders
Fieldpoint Petroleum Corporation

We have  audited the  accompanying  consolidated  balance  sheets of  Fieldpoint
Petroleum  Corporation  (formerly Bass Petroleum,  Inc.) as of December 31, 1997
and  1996,  and the  related  consolidated  statements  of  income,  changes  in
stockholder's equity and cash flows for the years then ended. These consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Fieldpoint Petroleum
Corporation  as of December 31, 1997 and 1996, and the results of its operations
and its cash  flows for the years  then  ended,  in  conformity  with  generally
accepted accounting principles.




HEIN + ASSOCIATES LLP


Dallas, Texas
January 17, 1998


                                      F-1

<PAGE>




                        FIELDPOINT PETROLEUM CORPORATION
                         (formerly Bass Petroleum, Inc.)

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<S>                                                                             <C>           <C>     


                                                                                        DECEMBER 31,
                                                                              ----------------------------
                                                                                    1997            1996
CURRENT ASSETS:                                                               ------------    ------------
  Cash                                                                        $     48,457    $     57,454
  Certificate of deposit, pledged                                                     --           100,000
  Trading securities                                                                 2,880           2,880
  Accounts receivable:
         Oil and gas sales                                                          73,159         107,560
         Joint interest billings, no allowance for
         doubtful accounts considered necessary                                     61,392          44,707
  Prepaid expenses                                                                   1,635           1,635
                                                                              ------------    ------------
                  Total current assets                                             187,523         314,236

PROPERTY AND EQUIPMENT:
Oil and gas properties (successful efforts method):
      Leasehold costs                                                              954,995         786,860
      Lease and well equipment                                                      95,504          87,123
  Furniture and equipment                                                           30,758          24,119
  Transportation equipment                                                          74,945          54,444
  Less accumulated depletion and depreciation                                     (353,935)       (242,115)
                                                                              ------------    ------------
                  Net property and equipment                                       802,267         710,431

OTHER ASSET                                                                         20,000          25,000
                                                                              ------------    ------------
                  Total assets                                                $  1,009,790    $  1,049,667
                                                                              ============    ============


                                       LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Current portion of long-term debt                                           $    160,544    $    246,707
  Accounts payable and accrued expenses                                            111,255          97,342
  Oil and gas revenues payable                                                      96,512         122,938
  Federal income taxes payable                                                        --            47,022
  Due to related party                                                                --            27,733
                                                                              ------------    ------------                
                  Total current liabilities                                        368,311         541,742
LONG -TERM DEBT, net of current portion                                            255,877         146,306

COMMITMENTS (Note 9)

STOCKHOLDERS' EQUITY:
  Common stock,  $.01 par value, 75,000,000 shares  authorized;
     4,413,259 and 4,000,000 shares issued and outstanding,
     respectively                                                                   44,132          40,000
  Additional paid-in capital                                                        83,906          88,038
  Retained earnings                                                                257,564         233,581
                                                                              ------------    ------------
                    Total stockholders' equity                                     385,602         361,619
                                                                              ------------    ------------
                    Total liabilities and stockholders' equity                $  1,009,790    $  1,049,667
                                                                              ============    ============

</TABLE>


              See accompanying notes to these financial statements

                                      F-2


<PAGE>


                        FIELDPOINT PETROLEUM CORPORATION
                         (formerly Bass Petroleum, Inc.)


                        CONSOLIDATED STATEMENTS OF INCOME


                                                  YEARS ENDED DECEMBER 31,
                                                     1997           1996
REVENUE:
   Oil and gas sales                            $   561,875    $   432,383
   Well operational and pumping fees                175,535        213,022
   Other                                              2,000          3,314
                                                -----------    -----------
                  Total revenue                     739,410        648,719

 COSTS AND EXPENSES:
   Production expense                               177,078        122,862
   Depletion and depreciation                       125,232        103,336
   General and administrative                       323,890        251,660
                                                -----------    -----------
                  Total costs and expenses          626,200        477,858
OTHER INCOME (EXPENSE):
   Gain on sale of assets                             3,235         25,445
   Acquisition expenses                             (45,000)          --
   Interest income (expense), net                   (33,830)       (35,773)
   Miscellaneous                                      6,152          1,621
                                                -----------    -----------
                 Total other income (expense)       (69,443)        (8,707)
                                                -----------    -----------
INCOME BEFORE INCOME TAXES                           43,767        162,154

INCOME TAX PROVISION - CURRENT                       19,784         47,022
                                                -----------    -----------
NET INCOME                                      $    23,983    $   115,132
                                                ===========    ===========
BASIC AND DILUTED EARNINGS PER SHARE            $       .01    $       .03
                                                ===========    ===========
WEIGHTED AVERAGE SHARES OUTSTANDING               4,137,399      4,000,000
                                                ===========    -----------






              See accompanying notes to these financial statements

                                       F-3

<PAGE>


<TABLE>
<CAPTION>

                        FIELDPOINT PETROLEUM CORPORATION
                         (formerly Bass Petroleum, Inc.)
                                            
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

            FOR THE PERIOD FROM JANUARY 1, 1996 TO DECEMBER 31, 1997

<S>                                                                              <C>           <C>         <C>     

                                                                                  Additional
                                                               Common Stock         Paid-In     Retained
                                                           ---------------------
                                                             Shares      Amount     Capital     Earnings      Total
                                                           ---------   ---------   ---------    ---------   ---------  

BALANCE, January 1, 1996                                   4,000,000   $  40,000   $  88,038    $ 118,449   $ 246,487

Net income for the year                                         --          --          --        115,132     115,132
                                                           ---------   ---------   ---------    ---------   ---------

BALANCE, December 31, 1996                                 4,000,000      40,000      88,038      233,581     361,619

Purchase of common stock for cash in May 1997                223,040       2,230      (2,230)        --          --

Issuance of common stock to acquire net assets of Energy
 Production Company                                          190,219       1,902      (1,902)        --          --

Net income for the year                                         --          --          --         23,983      23,983
                                                           ---------   ---------   ---------    ---------   ---------

BALANCE, December 31, 1997                                 4,413,259   $  44,132   $  83,906    $ 257,564   $ 385,602
                                                           =========   =========   =========    =========   =========


</TABLE>



              See accompanying notes to these financial statements

                                       F-4
                                 

<PAGE>


<TABLE>
<CAPTION>

                                           
                        FIELDPOINT PETROLEUM CORPORATION
                         (formerly Bass Petroleum, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<S>                                                                             <C>     

                                                                    YEARS ENDED DECEMBER 31,
                                                                       1997         1996
                                                                     ---------    ---------  
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                        $  23,983    $ 115,132
  Adjustments to reconcile to net cash
      provided by operating activities:
  Depletion and depreciation                                          125,232      103,336
  Gain on sale of assets                                               (3,235)     (25,445)
  Changes in assets and liabilities:
      Accounts receivable                                               4,470       11,189
        Prepaid expenses and other assets                               5,000      (23,600)
      Accounts payable and accrued expenses                            13,913       28,084
      Oil and gas revenues payable                                    (26,426)     (14,114)
      Federal income taxes payable                                    (47,022)        --
      Due to related party                                            (27,733)        --
      Repayments to gas purchaser                                        --       (110,709)
      Other                                                              (591)        --
                                                                    ---------    ---------
             Net cash provided by operating activities                 67,591       83,873
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of oil and gas properties                           --         59,251
  Proceeds from sales of equipment                                     11,000         --
  Purchase of oil and gas properties                                 (163,270)    (153,202)
  Purchase of furniture and equipment                                 (47,726)      (1,180)
  Decrease (increase) in restricted cash                              100,000         --
                                                                    ---------    ---------
             Net cash used by investing activities                    (99,996)     (95,131)
CASH  FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                                        272,421      255,000
  Repayments of long-term debt                                       (249,013)    (244,672)
                                                                    ---------    ---------
             Net cash provided by financing activities                 23,408       10,328
                                                                    ---------    ---------
NET DECREASE IN CASH                                                   (8,997)        (930)
CASH, beginning of the year                                            57,454       58,384
                                                                    ---------    ---------
CASH, end of the year                                               $  48,457    $  57,454
                                                                    =========    =========
SUPPLEMENTAL INFORMATION:
   Cash paid during the year for interest                           $  41,219    $  43,838
                                                                    =========    =========
   Cash paid during the year for income taxes                       $  18,000    $  32,309
                                                                    =========    =========

   Oil and gas properties acquired for forgiveness of receivables   $  13,247    $    --
                                                                    =========    =========
   Oil and gas properties acquired by decreasing note receivable    $    --      $  38,000
                                                                    =========    =========

</TABLE>




              See accompanying notes to these financial statements

                                       F-5


<PAGE>



                        FIELDPOINT PETROLEUM CORPORATION
                         (formerly Bass Petroleum, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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

     Organization and Nature of Operations Fieldpoint Petroleum Corporation (the
     "Company")  is  incorporated  under the laws of the state of Colorado.  The
     Company is engaged in the acquisition, operation and development of oil and
     gas properties,  which are located in South-Central Texas and Wyoming as of
     December 31, 1997.

     The Company began  operations  as Bass  Petroleum,  Inc.  (Bass) in October
     1989. On December 31, 1997,  the  shareholders  of Bass exchanged all their
     shares for approximately 97% (including the 6% of EPC previously  purchased
     by Bass) of Energy  Production  Company (EPC), a public  company,  and Bass
     became a  wholly-owned  subsidiary  of EPC (see Note 2). The  management of
     Bass became the  management of the combined  company.  Concurrent  with the
     transaction,   the  Company  changed  its  name  to  Fieldpoint   Petroleum
     Corporation and declared a 75 to 1 reverse stock split. Although EPC is the
     acquiring  entity for legal  purposes,  Bass is considered the acquirer for
     accounting  purposes,  and the financial statements of the combined company
     reflect the  historical  accounts of Bass and include the operations of EPC
     beginning May 22, 1997.  However,  because EPC is the acquiring  entity for
     legal purposes,  all stockholders'  equity  information in the accompanying
     financial  statements  and  footnotes has been restated to conform to EPC's
     capital structure.

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

     Oil and Gas Producing Operations
     --------------------------------
     The Company uses the  successful  efforts  method of accounting for its oil
     and gas producing activities.  Costs incurred by the Company related to the
     acquisition of oil and gas  properties and the cost of drilling  successful
     wells are  capitalized.  Costs  incurred  to  maintain  wells  and  related
     equipment  and lease and well  operating  costs are  charged  to expense as
     incurred. Gains and losses arising from sales of properties are included in
     income.   Unproved  properties  are  assessed   periodically  for  possible
     impairment. Any impaired amounts are charged to expense. The Company had no
     unproved properties as of December 31, 1997 and 1996.

     Capitalized  amounts  attributable  to proved  oil and gas  properties  are
     depleted  by  the  unit-of-production  method  based  on  proved  reserves.
     Depreciation and depletion  expense for oil and gas producing  property and
     related equipment was $111,820 and $90,182 for the years ended December 31,
     1997 and 1996, respectively.

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

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

 
                                       F-6


<PAGE>


                                           
                        FIELDPOINT PETROLEUM CORPORATION
                         (formerly Bass Petroleum, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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

     Other Property
     --------------
     Other assets  classified as property and  equipment  are  primarily  office
     furniture and equipment and vehicles, and are carried at cost. Depreciation
     is provided  using the  straight-line  method over  estimated  useful lives
     ranging from five to seven  years.  Gain or loss on  retirement  or sale or
     other  disposition  of  assets  is  included  in  income  in the  period of
     disposition.  Depreciation  expense for other  property and  equipment  was
     $13,412  and  $13,154  for the  years  ended  December  31,  1997 and 1996,
     respectively.

     Earnings Per Share
     ------------------
     Earnings per share is calculated in accordance  with  Financial  Accounting
     Standards Board Statement No. 128, "Earnings Per Share". Earnings per share
     is  based  on the  weighted  average  number  of  shares  of  common  stock
     outstanding  during the period.  As of December 31,  1997,  the Company had
     outstanding  options  for 600,000  shares of common  stock  exercisable  at
     $.0.10 per share which are not  included  in the  dilutive  calculation  of
     earnings per share as the effect would be anti-dilutive.

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

     Stock-Based Compensation
     ------------------------
     In January  1997,  the Company  adopted  Statement of Financial  Accounting
     Standards (SFAS) No. 123 "Accounting for Stock-Based  Compensation",  which
     requires  recognition  of the value of stock  options and warrants  granted
     based on an option  pricing model.  However,  as permitted by SFAS 123, the
     Company  continues  to account for stock  options and  warrants  granted to
     directors and employees pursuant to Accounting Principles Board Opinion No.
     25,   "Accounting   for   Stock   Issued   to   Employees",   and   related
     interpretations. See Note 7.

     Impact of Recently-Issued Accounting Standards
     ----------------------------------------------
     Statement of Financial Accounting  Standards 130, "Reporting  Comprehensive
     Income"  establishes  standards for reporting and display of  comprehensive
     income, its components and accumulated  balances.  Comprehensive  income is
     defined to  include  all  changes in equity  except  those  resulting  from
     investments by owners and distributions to owners. Among other disclosures,
     Statement  130 requires  that all items that are required to be  recognized
     under current accounting standards as components of comprehensive income be
     reported  in  a  financial  statement  that  is  presented  with  the  same


                                       F-7



<PAGE>


                        FIELDPOINT PETROLEUM CORPORATION
                         (formerly Bass Petroleum, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     prominence as other  financial  statements.  Statement 130 is effective for
     financial  statements  for periods  beginning  after  December 15, 1997 and
     requires comparative information for earlier years to be restated.  Because
     of the recent  issuance  of this  standard,  management  has been unable to
     fully  evaluate  the impact,  if any,  the  standard may have on the future
     financial  statement  disclosures.  Results  of  operations  and  financial
     position, however, will be unaffected by implementation of this standard.

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

2.   ACQUISITION OF ENERGY PRODUCTION COMPANY  
     ----------------------------------------

     In May 1997,  Bass  acquired an 81%  interest  in EPC,  an inactive  public
     company.  Bass  acquired  approximately  54% of EPC from EPC's  controlling
     shareholder for $45,000 as well as an additional  ownership interest in EPC
     in the form of 44,300,000  newly-issued  common shares, in exchange for two
     oil and gas  properties  with a cost basis of $23,500,  and $5,000 in cash.
     The $45,000 cash payment has been charged against  operations as EPC had no
     identifiable assets at the time of acquisition.

     In October 1997,  EPC and Bass rescinded the sale of the  newly-issued  EPC
     common  shares to Bass.  Bass  returned  the shares to EPC in exchange  for
     return of the purchase price. After returning the shares, Bass owned 54% of
     EPC, or 223,040  shares  (which  represented  an  approximate  6% ownership
     interest after the reverse acquisition described below).

     In December 1997,  Bass  completed the reverse  acquisition as described in
     Note 1. After the reverse acquisition,  Bass and its shareholders owned 97%
     of the common stock of EPC.

     From 1980 to 1986,  EPC was  engaged in the  acquisition,  development  and
     operations of oil and gas properties. In December 1986, EPC began to divest
     its remaining  oil and gas assets and  operations  and has been  relatively
     inactive  since  that  time  with  no  significant  operating  revenues  or
     operations.  Since 1986,  the only assets of EPC have been cash and related
     party  receivables.  EPC had a  substantial  accumulated  deficit as of the
     acquisition date.

     No pro forma financial statements have been prepared to reflect the results
     of  operations  as if EPC had been acquired at the beginning of the period,
     because EPC's operations were not material.

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

     During 1997,  the Company  acquired  various oil and gas interests from its
     majority stockholder for $88,000.  During 1996, the Company acquired an oil
     and gas  well  from  its  majority  stockholder  for  $44,000.  As  partial
     consideration,  the Company  retired a note receivable from the stockholder
     of $38,000, which had arisen from a cash advance in 1994.

     At  December  31,  1996,  the  Company  had a  liability  to  its  majority
     stockholder of $22,158 for past salary and accrued bonuses.

     At December 31, 1996,  the Company had a liability to a company  controlled
     by its majority stockholder of $5,575 for financial services rendered. 


                                      F-8


<PAGE>


                        FIELDPOINT PETROLEUM CORPORATION
                         (formerly Bass Petroleum, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     The Company rents office space from its majority stockholder.  The terms of
     the lease are disclosed in Note 9.

     At December 31, 1996,  the Company had a note payable to a  stockholder  in
     the amount of $13,000 as described in Note 5.

4.   ADVANCES FROM GAS PURCHASER
     ---------------------------

     During 1995, the Company received  overpayments  from a gas purchaser.  The
     Company and the  purchaser  agreed that the  overpayment  of  approximately
     $128,000 would be repaid without interest in an amount of $10,000 per month
     beginning in December 1995. This liability was completely paid in 1996.

5.   LONG-TERM DEBT
     --------------
<TABLE>

<S>                                                                              <C>                 <C>    

     Long-term debt at December 31, 1997 and 1996 consisted of the following:

                                                                                     1997             1996
                                                                                    ------           ------


          Note  payable to a bank,  interest  at prime plus 1% (9.5% at December
          31,  1997),  monthly  payments of  principal  of $12,500  plus accrued
          interest,  until maturity in June 2000. This note is collateralized by
          oil and gas properties  and is guaranteed by the majority  stockholder
          of the Company.                                                        $  375,000          $  256,140
                                                                                 
          Note payable to a bank, interest at prime plus 2%, monthly payments of
          interest,  with principal due at maturity in April 1997. This note was
          collateralized  by a  certificate  of deposit of $100,000  held at the
          bank.                                                                        -                100,000
                                                                                
  

          Unsecured  note  payable to a  stockholder,  interest at 25%,  payable
          monthly;  principal was due in monthly payments of $4,600 beginning in
          September  1996 until  maturity in February  1997.                          -                  13,000   
         

          Note  payable to a bank,  interest  at  10.25%,  monthly  payments  of
          principal and interest of $493 until maturity in December  2000.  This
          note is collateralized by a truck.                                        15,209               19,290
                               

          Note payable to a commercial lender, interest at 3.9%, monthly payment
          of $214 of principal  and interest  until  maturity in February  2002.
          This note is collateralized by an automobile.                              9,831                 -
                                                                                    

          Note  payable  to a  commercial  lender,  interest  at 8.75%,  monthly
          payments of $420 of principal and interest  until  maturity in October
          2001. This note is collateralized by a truck.                             16,381                 -
                                                                             

          Note  payable  to a  commercial  lender,  interest  at  6.9%,  monthly
          payments of principal and interest of $433 until  maturity in November
          1997. This note was collateralized by a truck.

                                                                                      -                   4,583
                                                                                 ----------          ----------

                                               Total                                416,421             393,013
                                                                                 ----------          ----------
                                               Less current portion                (160,544)           (246,707)
                                                                                 $  255,877          $  146,306
                                                                                 ==========          ==========

</TABLE>

                                      F-9


<PAGE>


                        FIELDPOINT PETROLEUM CORPORATION
                         (formerly Bass Petroleum, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Maturities of long-term debt based on contractual requirements for the
     years ending December 31, 1998 through 2002 are as follows:

                          1998                $   160,544
                          1999                    161,466
                          2000                     87,457
                          2001                      6,561
                          2002                        393
                                              -----------
                                              $   416,421
                                              ===========

6.   INCOME TAXES
     ------------

     The  Company's  deferred tax assets and  (liabilities)  are composed of the
     following at December 31, 1997 and 1996:

                                                                DECEMBER 31,
                                                           --------------------
                                                             1997        1996
                                                           --------    --------
Deferred tax assets:
     Non-deductible acquisition cost                       $ 17,000    $   --
     Other items                                             11,000       2,000
                                                           --------    --------
                                                             28,000       2,000
                                                           --------    --------
Deferred tax liabilities:
     Difference in bases of oil and gas properties          (28,000)     (2,000)
                                                           --------    --------

Net asset (liability)                                      $   --      $   --
                                                           ========    ========

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

     Stock Options
     -------------
     The  Company  granted  non-qualified  stock  options  to key  directors  to
     purchase the Company's  common stock at $0.10 per share. The options may be
     exercised  from January 1, 1998 to December 31, 2001. The amounts and terms
     of the options  were not affected by the reverse  acquisition  described in
     Note 2.

     The  following is a summary of activity for the stock  options  granted for
     the year ended  December  31, 1997 (there  were no options  granted  during
     1996):

                                                           DECEMBER 31, 1997
                                                           -----------------
                                                                       Weighted
                                                                       Average
                                                          Number       Exercise
                                                          of Shares    Price
                                                          ---------    --------

Outstanding, beginning of year                                --           --

     Canceled or expired                                      --           --
     Granted                                               600,000    $    0.10
     Exercised                                                --           --
                                                         ---------    ---------


                                      F-10


<PAGE>

                        FIELDPOINT PETROLEUM CORPORATION
                         (formerly Bass Petroleum, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                                             DECEMBER 31, 1997
                                                           --------------------
     Outstanding, end of year                              600,000    $    0.10
                                                           =======    =========
     If not previously exercised,  options outstanding at December 31, 1997 will
     expire as follows:

                                                                       Weighted
                                                                       Average
                                                     Number            Exercise
                                                     of Shares         Price

                       December 31, 2001               600,000        $    0.10
                                                     =========        =========

     Presented below is a comparison of the weighted average exercise prices and
     market prices of the Company's common stock on the measurement date for the
     stock  options  granted  during  fiscal  year  1997.  There were no options
     granted during 1996.


                                                         1997
                                           -------------------------------------
                                            Number     Exercise     Market
                                           of Shares    Price       Price
                                           ---------   --------     ------

   
Exercise price greater than market price    600,000    $   0.10     $ 0.09
                                            =======    ========     ======


     Pro Forma Stock-Based Compensation Disclosures
     ----------------------------------------------
     As discussed in Note 1, the Company  applies APB Opinion No. 25 and related
     interpretations  in  accounting  for its  stock  options.  Accordingly,  no
     compensation  cost has been  recognized  for grants of options to employees
     since the  exercise  prices  were not lower than the  market  prices of the
     Company's  common stock on the  measurement  date.  Had  compensation  been
     determined  based on the estimated fair value at the measurement  dates for
     awards under those plans consistent with the method  prescribed by SFAS No.
     123,  the  Company's  December 31, 1997 income and earnings per share would
     have been changed to the pro forma amounts  indicated  below.  There was no
     pro forma effect for December 31, 1996.


          Net loss:
              As reported                               $   23,983
              Pro forma                                 $   14,155
          Net loss per common share:
              As reported                               $     0.01
              Pro forma                                      *

     *   Less than $0.01 per share

     The estimated fair value of each director option and warrant granted during
     fiscal year 1997 was estimated on the date of grant using the Black-Scholes
     option-pricing model with the following weighted average assumptions:


          Expected volatility                                 0%
          Risk-free interest rate                          6.13%
          Expected dividends                                 -


                                      F-11


<PAGE>
                        FIELDPOINT PETROLEUM CORPORATION
                         (formerly Bass Petroleum, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          Expected volatility                                 0% 
          Expected terms (in years)                           5

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

9.   COMMITMENTS
     -----------

     In  August  1994,  the  Company  entered  into a lease  agreement  with the
     majority  stockholder  of the  Company  to rent  office  space.  The  lease
     extended  through  July  31,  1997  and  has  continued   thereafter  on  a
     month-to-month  basis.  The monthly rental was $650 until July 31, 1997 and
     $750  thereafter.  Rent  expense  was $9,000 and $7,800 for the years ended
     December 31, 1997 and 1996, respectively.

     As of December 31, 1997, the Company has a $20,000 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.

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

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

     Financial  instruments  that  subject the  Company to credit  risk  consist
     principally of receivables. The receivables are primarily from companies in
     the oil and gas business or from  individual oil and gas  investors.  These
     parties  are  primarily  located in the  Southwestern  region of the United
     States. The Company does not ordinarily require collateral, but in the case
     of receivables for joint  operations,  the Company often has the ability to
     offset amounts due against the  participant's  share of production from the
     related property.  The Company believes the allowance for doubtful accounts
     at December 31, 1997 and 1996 is adequate.

     The Company had the following concentrations in volume of oil and gas sales
     revenue:


            Customer                     1997            1996
            --------                   --------        --------
               A                          52%             38%


                                      F-12


<PAGE>

                        FIELDPOINT PETROLEUM CORPORATION
                         (formerly Bass Petroleum, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


            Customer                     1997            1996
            --------                   --------        --------

               B                          16%             21%
               C                          16%              6%
               D                          13%              2%
     Additionally, the four customers above accounted for a total of 97% and 98%
     of  accrued  oil  and  gas  sales  as  of  December   31,  1997  and  1996,
     respectively.

11.  SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED)
     -----------------------------------------------------------------------
     The following table sets forth certain  information with respect to the oil
     and gas producing activities of the Company:

<TABLE>
<S>                                                                              <C>     

                                                                      YEAR ENDED DECEMBER 31,
                                                                     ------------------------
                                                                          1997           1996
Costs incurred in oil and gas producing activities:
     Acquisition of proved properties                                $   168,135    $   179,091
     Development costs                                                     8,382         11,069
                                                                     -----------    -----------

                          Total costs incurred                       $   176,517    $   190,160
                                                                     ===========    ===========

Net capitalized costs related to oil and gas producing activities:
     Proved properties                                               $ 1,050,499    $   873,983
     Less accumulated depletion, depreciation and amortization          (308,175)      (196,355)
                                                                     -----------    -----------
                          Net oil and gas property costs             $   742,324    $   677,628
                                                                     ===========    ===========
</TABLE>


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

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

Balance, January 1, 1996                        101,488     561,240
Purchase of minerals in place                    55,361      26,733
Sale of minerals in place                        (2,947)    (48,975)
Revisions of previous estimates                  17,509     (19,828)
Production                                      (18,897)    (65,297)
                                               --------    --------
Balance, December 31, 1996                      152,514     453,873

Purchase of minerals in place                    48,258     151,594
Revisions of previous estimates                  17,121    (101,067)
Production                                      (25,846)    (67,683)
                                               --------    --------
Balance, December 31, 1997                      192,047     436,717
                                               ========    ========

     The foregoing  reserves are all classified as proved  developed at December
     31, 1997 and 1996. Proved oil and gas reserves are the estimated quantities
     of crude oil,  condensate and natural gas which  geological and engineering


                                      F-13


<PAGE>


                        FIELDPOINT PETROLEUM CORPORATION
                         (formerly Bass Petroleum, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

     The  standardized  measure of discounted  future net cash flows at December
     31,  1997 and 1996,  relating  to proved oil and gas  reserves is set forth
     below. The assumptions  used to compute the standardized  measure are those
     prescribed by the Financial Accounting Standards Board and, as such, do not
     necessarily  reflect the Company's  expectations  of actual  revenues to be
     derived  from those  reserves  nor their  present  worth.  The  limitations
     inherent in the reserve quantity  estimation process are equally applicable
     to the  standardized  measure  computations  since these  estimates are the
     basis for the valuation process.

<TABLE>
<S>                                                                             <C>     

                                                            YEAR ENDED DECEMBER 31,
                                                          --------------------------
                                                               1997           1996
                                                          -----------    -----------
       Future cash inflows                                $ 4,426,000    $ 3,607,000
       Future development and production costs             (2,447,000)    (1,784,000)
                                                          -----------    -----------

       Future net cash flows, before income tax             1,979,000      1,823,000
       Future income taxes                                   (420,000)      (388,000)
                                                          -----------    -----------

       Future net cash flows                                1,559,000      1,435,000
       10% annual discount                                   (565,000)      (463,000)
                                                          -----------    -----------

Standardized measure of discounted future net cash flows  $   994,000    $    972,000
                                                          ===========    ============

     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 gas reserves at year end. The  following
     are  the  principal  sources  of  change  in the  standardized  measure  of
     discounted net cash flows:

                                                            YEAR ENDED DECEMBER 31,
                                                               1997           1996

     Sales of oil and gas produced, net of 
     production costs                                     $  (384,000)   $  (310,000)
     Purchase of minerals in place                            356,000        422,000




                                      F-14


<PAGE>




     Sale of minerals in place                                   -          (37,000)
     Net changes in prices and production costs              (88,000)        80,000
     Revisions and other                                      61,000        (74,000)
     Accretion of discount                                    97,000         85,000
     Net change in income taxes                              (20,000)       (44,000)
                                                          ----------     ----------
     Net change                                               22,000        122,000
     Balance, beginning of year                              972,000        850,000
                                                          ----------     ----------
     Balance, end of year                                 $  994,000     $  972,000
                                                          ==========     ==========

</TABLE>











                                      F-15