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

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FORM 10-KSB/A-2

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

For the fiscal year ended December 31, 2004.

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

Commission File Number: 0-9435

FIELDPOINT PETROLEUM CORPORATION

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

1703 Edelweiss DriveCedar Park, Texas  78613(Address of Principal Executive Offices)   (Zip Code)

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

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

(None)

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

Common Stock, $.01 Par ValueTitle of Class

Check whether the issuer: (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.

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. [    ]

The issuer's revenues for its most recent fiscal year were $3,016,902.

As of December 31, 2004, 7,680,175 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 31, 2005, was $12,625,158.

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

PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

ITEM 1    BUSINESS

General

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

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

Business Strategy

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

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

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

Operations

As of December 31, 2004, the Company had varying ownership interest in 339 gross productive wells (90.79 net) located in 4 states.  The Company operates 61 of the 339 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 a better position to control cost, safety, and timeliness of work as well as other critical factors affecting the economics of a well.

Market for Oil and 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.

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 $2,500 per month as of December 31, 2004.

Employees- As of March 31, 2005, the Company had 4 employees. The Company considers its relationship with its employees satisfactory.

ITEM 2    PROPERTIES

Principal Oil and Gas Interest

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

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

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

West Allen Field, Pontotoc County Oklahoma is a producing oil and gas field located approximately 100 miles south of Oklahoma City, Oklahoma. The Company has a working interest in 52 leases or a total of 224 wells, the leases have multiple wellbores and the Company has plans to participate in the future recompletion of behind pipe zones.

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

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

Serbin Field, Lee and Bastrop Counties Texas is an oil and gas field located approximately 50 miles east of Austin and 100 miles west of Houston.  The Company has a working interest in 72 producing oil and gas wells with a production rate for 2004 of approximately 45 barrels of oil equivalent ("BOE") net to the Company.  Oil and gas are produced from the Taylor Sand at depths ranging from approximately 5,300 feet to approximately 5,600 feet; it is a 46-gravity oil sand.

Production

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

|                                |             | Oil and Gas Production
|------------------------------- | ----------- | ----------------------
|                                |             |                       
|Quantities                      | 2004        | 2003                  
|                                | Oil (Bbls)  | 63,669                
|                                | Gas (Mcf)   | 101,583               
|                                |             |                       
|Average Sales Price             |             |                       
|                                | Oil ($/Bbl) | $38.35                
|                                | Gas ($/Mcf) | $  4.31               
|Average Production Cost ($/BOE) | $15.02      | $13.07                

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, 2004, purchases by each of four customers, Dorado Oil Company, Pontotoc Production, Inc., Westport Resources, and ConocoPhillips represented more than 10% of total Company revenues.  During the year ended December 31, 2003, purchases by each of four customers, Westport Resources, Pontotoc Production, Inc., Dorado Oil Company and Plains Petroleum represented more than 10% of the total Company revenues.  None of these customers, or any other customers of the Company, has a firm sales agreement with the Company.  The Company believes that it would be able to locate alternate customers in the event of the loss of one or all of these customers.

Productive Wells

The table below sets forth certain information regarding the Company's ownership, as of December 31, 2004, of productive wells in the areas indicated.

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

____________________________

1

2

Drilling Activity

The Company drilled no wells in 2004 and drilled 4 wells in 2003 of which include two were determined to be productive. The Company incurred $86,948 of exploration expense relating to the unsuccessful wells.

Reserves

Please refer to unaudited Note 13 in the accompanying audited financial statements for a summary of the Company's reserves at December 31, 2004 and 2003.

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, 2004.  The category of "Undeveloped Acreage" in the table includes leasehold interest that already may have been classified as containing proved undeveloped reserves.

|           | Developed1 | Undeveloped2
|---------- | ---------- | ------------
|State      | Gross3     | Net4        
|New Mexico | 640        | 480         
|Oklahoma   | 8586       | 1108        
|Texas      | 2120       | 547         
|Wyoming    | 200        | 200         
|Total      | 11546      | 2335        
|           |            |             

___________________________________________

1Developed acreage is acreage spaced for or assignable to productive wells.

2

3

4

ITEM 3     LEGAL PROCEEDINGS

None.

ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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." 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 2004    | CLOSING BID
| | -------------- | -----------
| |                |            
| |                | HIGH       
| | First Quarter  | .85        
| | Second Quarter | 1.60       
| | Third Quarter  | 1.20       
| | Fourth Quarter | 1.50       
| |                |            



| | FISCAL 2003    |      |    
| | -------------- | ---- | ---
| |                | HIGH | LOW
| | First Quarter  | .66  | .29
| | Second Quarter | .84  | .26
| | Third Quarter  | .75  | .31
| | Fourth Quarter | .75  | .37

At March 31, 2004, the approximate number of shareholders of record was 1,250.  The Company has not paid any dividends on its Common Stock and does not expect to do so in the foreseeable future.

Recent Sales of Unregistered Securities

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

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

The units were sold without registration under the Securities Act of 1933, (the "Securities Act") in reliance upon an exemption set forth in Section 4(2) and Regulation D thereunder.  Proceeds of the sale were used for working capital.

EQUITY COMPENSATION PLAN INFORMATION

|                                                              | Number of
securities to be
issued upon
exercise of
outstanding options, warrants and rights (a) | Weighted average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected
in column (a)) (c)
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders        |                                                                                                 |                                                                                 |                                                                                                                                                 
|Equity compensation plans not approved by security holders(1) | 690,000                                                                                         | $.59                                                                            | 690,000                                                                                                                                         
|Total                                                         | 690,000                                                                                         | $.59                                                                            | 690,000                                                                                                                                         

(1)

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

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

Overview

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

Comparison of Year Ended December 31, 2004 to Year Ended December 31, 2003

Results of Operation

Revenues increased 24% or $587,527 to $3,016,902 for the year ended December 31, 2004, from the comparable 2003 period.  Oil production volumes decreased by 3% at the same time the average price per barrel increased 29% during 2004 to $38.35 from the comparable 2003 period average price of $29.69 per barrel.  Also in 2004, the gas production volume decreased by 11% while the average price per Mcf was $4.31, an increase of 37% from the 2003 comparable period.  The decreases in production volumes were primarily due to declines in the Kerr McGee operated Rush Springs Unit in Grady County, Oklahoma offset by the Lea County New Mexico Lusk Field acquisition.

|                                    | Year Ended
December 31,
|----------------------------------- | -----------------------
|                                    | 2004                   
|Oil Production                      | 63,669                 
|Average Sales Price Per Bbl ($/Bbl) | $  38.35               
|                                    |                        
|Gas Production                      | 101,583                
|Average Sales Price Per Mcf ($/Mcf) | $    4.31              

Production expenses increased 10% or $107,350 to $1,210,846 for the year ended December 31, 2004, from the comparable 2003 period. The increase was due to cost associated with Oklahoma field production, and increases in workover expense and remedial repairs incurred in 2004 as compared to 2003.  The Company incurred exploration expense of $86,948 as a result of drilling two dry holes during the 2003 period.  Depletion and depreciation expense increased 6% or $27,262 to $494,231 for the year ended December 31, 2004 from the comparable 2003 period. The increase in depletion and depreciation was due to net production volume decrease offset by increased oil and gas property cost.  General and administrative overhead remained relatively stable and decreased less than 1% or $1,033 to $450,703 for the 2004 period verses the comparable 2003 period.

Net other income for the year ended December 31, 2004, was $5,369 compared to net other expenses of $50,049 for 2003.  This decrease was primarily due to gain on investment securities in 2004 offset by increases in interest expense.

The Company's net income increased by $361,820 to $518,715 for the year ended December 31, 2004, from the comparable 2003 period.  The increase in net income was primarily due to increased oil and gas revenues and investment income as previously discussed.

Liquidity and Capital Resources

Cash flow from operating activities was $441,194 for the year ended December 31, 2004, compared to $350,709 for the year ended December 31, 2003. The increase in cash flow from operating activities was primarily due to increases in net income offset by increases in accrued expenses relating to payments on accounts payable in 2004.

Cash flow used by investing activities was $1,183,496 for the period ended December 31, 2004, compared to $276,575 in cash flow used by investing activities for December 31, 2003.  This is primarily due to additions in oil and gas properties in 2004.  Cash flow used by financing activities was $196,351 for the period ended December 31, 2004, compared to $918,506 in cash flow provided by financing activities for the same period in 2003. This was primarily due to decreases in advances of long-term debt, net of repayment.

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 2005 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 2005. 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 2005 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, 2004. The timing of most capital expenditures for new operations is relatively discretionary. Therefore, the Company can plan expenditures to coincide with available funds in order to minimize business risks.

Quantitative And Qualitative Disclosures About Market Risk

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

Critical Accounting Policies and Estimates

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

SuccessfulEffortsMethodofAccounting

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

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

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

Reserve Estimates

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

Impairment of Developed Oil and Gas Properties

We review our oil and gas properties for impairment whenever events and circumstances indicate a decline in the recoverability of their carrying value. We estimate the expected future cash flows of our oil and gas properties and compare such future cash flows to the carrying amount of our oil and gas properties to determine if the carrying amount is recoverable.  If the carrying amount exceeds the estimated undiscounted future cash flows, we will adjust the carrying amount of the oil and gas properties to their fair value. The factors used to determine fair value include, but are not limited to, estimates of proved reserves, commodity pricing, future production estimates, anticipated capital expenditures, and a discount rate commensurate with the risk associated with realizing the expected cash flows projected. There were no impairments of developed oil and gas properties during 2003 and 2004.

Reporting Requirements

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

New Accounting Pronouncements

On August 15, 2001, the FASB issued Statement No. 143, Accounting for Asset Retirement Obligations ("Statement 143").  Initiated in 1994 as a project to account for the costs of nuclear decommissioning, the FASB expanded the scope to include similar closure or removal-type costs in other industries that are incurred at any time during the life of an asset.  That standard requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it was incurred.  When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset.  Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset.  Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement.  The standard became effective for fiscal years beginning after June 15, 2002.  We adopted Statement 143 on January 1, 2003.  Upon adoption of Statement 143, we recorded an increase to Property and Equipment and Asset Retirement Obligations of approximately $364,144 and $471,909, respectively, as a result of the company separately accounting for salvage values and recording the estimated fair value of its plugging and abandonment obligation on the balance sheet, a reduction of accumulated depletion due to the effect of utilizing well equipment salvage value in the calculation of $91,159 and a cumulative effect on change in accounting principle of $16,606.

In April 2003, the FASB issued Financial Accounting Standards No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities ("Statement 149").  Statement 149 amends and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under Statement 133, Accounting for Derivative Instruments and Hedging Activities.  Statement 149 is generally effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The adoption of this statement did not have an impact on the Company's results of operations or financial position at December 31, 2003.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, which was revised and superseded by FASB Interpretation No. 46R in December 2003 ("FIN 46R").  FIN 46R requires the consolidation of certain variable interest entities, as defined.  FIN 46R is effective immediately for special purpose entities and variable interest entities created after December 31, 2003, and must be applied to other variable interest entities no later than December 31, 2004. The Company believes it has no such variable interest entities and as a result FIN 46R will have no impact on its results of operations, financial position or cash flows.

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

ITEM 7     FINANCIAL STATEMENTS

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

Index to Financial Statements

|                                                 | Page       
|------------------------------------------------ | -----------
|Independent Auditor's Report                     | F-1        
|Consolidated Balance Sheets                      | F-2        
|Consolidated Statements of Operations            | F-3        
|Consolidated Statements of Stockholders' Equity  | F-4        
|Consolidated Statements of Cash Flows            | F-5        
|Notes to Consolidated Financial Statements       | F-6 - F-16 
|Supplemental Oil and Gas Information (Unaudited) | F-16 - F-18



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the consolidated balance sheets of FieldPoint Petroleum Corporation and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, and audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FieldPoint Petroleum Corporation and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

Hein + Associates LLP
Dallas, Texas

March 9, 2005



FIELDPOINT PETROLEUM CORPORATION

CONSOLIDATED BALANCE SHEETS

|ASSETS                                                                                                                                |        | December 31,   
|------------------------------------------------------------------------------------------------------------------------------------- | ------ | ---------------
|                                                                                                                                      |        | 2004           
|CURRENT ASSETS:                                                                                                                       |        |                
|Cash and cash equivalents                                                                                                             |        | $     458,447  
|Short-term investments                                                                                                                |        | 652,263        
|Accounts receivable:                                                                                                                  |        |                
|Oil and gas sales                                                                                                                     |        | 346,859        
|Joint interest billings, less allowance for doubtful accounts of $99,192                                                              | 98,304 |                
|Prepaid expenses and other current assets                                                                                             |        | 74,036         
|Total current assets                                                                                                                  |        | 1,629,909      
|                                                                                                                                      |        |                
|PROPERTY AND EQUIPMENT:                                                                                                               |        |                
|Oil and gas properties (successful efforts method):                                                                                   |        |                
|Proved leasehold costs                                                                                                                |        | 5,956,494      
|Lease and well equipment                                                                                                              |        | 1,416,482      
|Furniture and equipment                                                                                                               |        | 55,001         
|Transportation equipment                                                                                                              |        | 158,254        
|Less accumulated depletion and depreciation                                                                                           |        | (2,611,305)    
|Net property and equipment                                                                                                            |        | 4,974,926      
|                                                                                                                                      |        |                
|LONG-TERM JOINT INTEREST BILLING RECEIVABLE,less allowance for doubtful accounts of  $44,624                                          |        | 54,721         
|OTHER ASSETS                                                                                                                          |        | -              
|Total assets                                                                                                                          |        | $    6,659,556 
|                                                                                                                                      |        |                
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                 
|                                                                                                                                      |        |                
|CURRENT LIABILITIES:                                                                                                                  |        |                
|Current portion of long-term debt                                                                                                     |        | $    1,496,775 
|Accounts payable and accrued expenses                                                                                                 |        | 70,826         
|Oil and gas revenues payable                                                                                                          |        | 82,377         
|Total current liabilities                                                                                                             |        | 1,649,978      
|                                                                                                                                      |        |                
|LONG-TERM DEBT, net of current portion                                                                                                |        | -              
|ASSET RETIREMENT OBLIGATION                                                                                                           |        | 521,461        
|DEFERRED INCOME TAXES                                                                                                                 |        | 365,000        
|COMMITMENTS(Note 10)                                                                                                                  |        |                
|STOCKHOLDERS' EQUITY:                                                                                                                 |        |                
|Common stock, $.01 par value, 75,000,000 shares authorized; 
  7,680,175 and 7,580,175 shares issued and outstanding, 
  respectively |        | 76,801         
|Additional paid-in capital                                                                                                            |        | 2,647,887      
|Treasury stock, 160,000 shares, at cost                                                                                               |        | (18,600)       
|Retained earnings                                                                                                                     |        | 1,417,029      
|Total stockholders' equity                                                                                                            |        | 4,123,117      
|Total liabilities and stockholders' equity                                                                                            |        | $     6,659,556

See accompanying notes to these financial statements.



FIELDPOINT PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                                     |  | December 31,
|-------------------------------------------------------------------- |  | ------------
|                                                                     |  | 2004        
|REVENUE:                                                             |  |             
|Oil and gas sales                                                    |  | $  2,880,905
|Well operational and pumping fees                                    |  | 120,997     
|Disposal Fees                                                        |  | 15,000      
|Total revenue                                                        |  | 3,016,902   
|                                                                     |  |             
|COSTS AND EXPENSES:                                                  |  |             
|Production expense                                                   |  | 1,210,846   
|Exploration expense                                                  |  | -           
|Depletion and depreciation                                           |  | 494,231     
|Accretion expense                                                    |  | 24,776      
|General and administrative                                           |  | 450,703     
|Total costs and expenses                                             |  | 2,180,556   
|                                                                     |  |             
|OTHER INCOME (EXPENSE):                                              |  |             
|Interest expense, net                                                |  | (91,376)    
|Realized gain on investments                                         |  | 68,583      
|Unrealized holding gain on investments                               |  | 13,272      
|Miscellaneous income                                                 |  | 9,890       
|Gain (Loss)on Derivative                                             |  | 5,000       
|Total other income (expense)                                         |  | 5,369       
|                                                                     |  |             
|INCOME BEFORE INCOME TAXES                                           |  | 841,715     
|                                                                     |  |             
|INCOME TAX PROVISION:                                                |  |             
|Current expense                                                      |  | (84,000)    
|Deferred expense                                                     |  | (239,000)   
|                                                                     |  |             
|INCOME BEFORE CUMULATIVE EFFECT OF CHANGE 
  IN ACCOUNTING PRINCIPLE |  | 518,715     
|                                                                     |  |             
|CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING 
  PRINCIPLE, net of tax   |  | -           
|                                                                     |  |             
|NET INCOME                                                           |  | $   518,715 
|                                                                     |  |             
|BASIC EARNINGS PER SHARE                                             |  | $        .07
|                                                                     |  |             
|DILUTED EARNINGS  PER SHARE                                          |  | $        .07
|                                                                     |  |             
|WEIGHTED AVERAGE SHARES OUTSTANDING:                                 |  |             
|Basic                                                                |  | 7,493,326   
|Diluted                                                              |  | 7,755,363   

See accompanying notes to these financial statements.

FIELDPOINT PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITYFor the Period from January 1, 2003 to December 31, 2004

|                                      |  | Common Stock |  | Treasury Stock |  | Additional
Paid-In |  | Retained  |  |            
|------------------------------------- |  | ------------ |  | -------------- |  | ------------------ |  | --------- |  | -----------
|                                      |  | Shares       |  | Amount         |  | Shares             |  | Amount    |  | Capital    
|                                      |  |              |  |                |  |                    |  |           |  |            
|BALANCES, January 1, 2003             |  | 7,580,175    |  | $   75,801     |  | 160,000            |  | $(18,600) |  | $ 2,583,887
|                                      |  |              |  |                |  |                    |  |           |  |            
|Net income                            |  | -            |  | -              |  | -                  |  | -         |  | -          
|                                      |  |              |  |                |  |                    |  |           |  |            
|BALANCES, December 31, 2003           |  | 7,580,175    |  | 75,801         |  | 160,000            |  | (18,600)  |  | 2,583,887  
|                                      |  |              |  |                |  |                    |  |           |  |            
|Issuance of Common Stock and Warrants |  | 100,000      |  | 1,000          |  | -                  |  | -         |  | 64,000     
|                                      |  |              |  |                |  |                    |  |           |  |            
|Net income                            |  | -            |  | -              |  | -                  |  | -         |  | -          
|                                      |  |              |  |                |  |                    |  |           |  |            
|BALANCES, December 31, 2004           |  | 7,680,175    |  | $   76,801     |  | 160,000            |  | $(18,600) |  | $ 2,647,887
|                                      |  |              |  |                |  |                    |  |           |  |            

See accompanying notes to these financial statements.



FIELDPOINT PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                |  | December 31,
|--------------------------------------------------------------- |  | ------------
|                                                                |  | 2004        
|CASH FLOWS FROM OPERATING ACTIVITIES:                           |  |             
|Net income                                                      |  | $    518,715
|Adjustments to reconcile to net cash from operating activities: |  |             
|Net purchase of short-term investments                          |  | (509,281)   
|Unrealized holding gains on short-term investments              |  | (68,583)    
|Realized gain on disposition of short-term investments          |  | (13,272)    
|Cumulative effect of change in accounting principle             |  | -           
|Depletion and depreciation                                      |  | 494,231     
|Accretion expense                                               |  | 24,776      
|Bad debt expense                                                |  | -           
|Deferred income taxes                                           |  | 239,000     
|Changes in assets and liabilities:                              |  |             
|Accounts receivable and accrued income                          |  | (102,127)   
|Prepaid expenses and other assets                               |  | (51,501)    
|Accounts payable and accrued expenses                           |  | (130,001)   
|Oil and gas revenues payable                                    |  | 21,479      
|Other                                                           |  | 17,758      
|Net cash provided by operating activities                       |  | 441,194     
|                                                                |  |             
|CASH FLOWS FROM INVESTING ACTIVITIES:                           |  |             
|Additions to oil and gas properties                             |  | (1,179,977) 
|Purchase of furniture and equipment                             |  | (3,519)     
|Net cash used in investing activities                           |  | (1,183,496) 
|                                                                |  |             
|CASH FLOWS FROM FINANCING ACTIVITIES:                           |  |             
|Proceeds from long-term debt                                    |  | -           
|Repayments of long-term debt                                    |  | (261,351)   
|Proceeds from sale of common stock                              |  | 65,000      
|Net cash provided by (used in) financing activities             |  | (196,351)   
|                                                                |  |             
|NET CHANGE IN CASH                                              |  | (936,653)   
|                                                                |  |             
|CASH, beginning of year                                         |  | 1,395,100   
|                                                                |  |             
|CASH, end of year                                               |  | $    458,447
|                                                                |  |             
|SUPPLEMENTAL INFORMATION:                                       |  |             
|Cash paid during the year for interest                          |  | $     94,103

See accompanying notes to these financial statements.



FIELDPOINT PETROLEUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     Summary of Significant Accounting Policies

Organization and Nature of Operations

FieldPoint Petroleum Corporation (the "Company") is incorporated under the laws of the state of Colorado.  The Company is engaged in the acquisition, operation and development of oil and gas properties, which are located in New Mexico, Oklahoma, South-Central Texas and Wyoming as of December 31, 2004.

Consolidation Policy

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

Cash and Cash Equivalents

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

Short Term Investments

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

Oil and Gas Producing Operations

The Company uses the successful efforts method of accounting for its oil and gas producing activities.  Costs incurred by the Company related to the acquisition of oil and gas properties and the cost of drilling successful wells are capitalized.  Costs incurred to maintain wells and related equipment and lease and well operating costs are charged to expense as incurred.  Gains and losses arising from sales of properties are included in income.  Unproved properties are assessed periodically for possible impairment.  The Company had no unproved properties as of December 31, 2003 or 2004.

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 $494,231 and $426,969 for the years ended December 31, 2004 and 2003, respectively.

Capitalized costs are evaluated for impairment based on an analysis of undiscounted future net cash flows in accordance with Financial Accounting Standards Board Statement No. 144, Accounting for Impairment or Disposal of Long-Lived Assets.  If impairment is indicated, the asset is written down to its estimated fair value based on expected future discounted cash flows.

Joint Interest Billings Receivable and Oil and Gas Revenue Payable

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

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

The Company has a $54,721 and $65,184 net joint interest billing receivable from a company in
receivership at 12/31/04 and 12/31/03 respectively.  The receiver has indicated he intends to settle the amount due by conveying oil and gas properties to the Company.  This settlement has not yet been approved by the bankruptcy court.  The Company anticipates that it will receive the properties, and that the value of the properties will be adequate to recover the amount due; however if the settlement is not approved, the Company may be unable to recover the receivable and further write-downs of the receivable balance may be necessary.  Based on the above facts, the Company has classified the receivable as long-term.

Derivative Activity

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

There were no open positions at December 31, 2004 or 2003.  For 2004 and 2003, the Company recorded realized gains and losses on derivative transactions of $5,000 and $5,184 respectively.

Other Property

Other assets classified as property and equipment are primarily office furniture and equipment and vehicles, which are carried at cost.  Depreciation is provided using the straight-line method over estimated useful lives ranging from five to seven years.  Gain or loss on retirement or sale or other disposition of assets is included in income in the period of disposition.  Depreciation expense for other property and equipment was $15,391 and $40,000 for each of the years ended December 31, 2004 and 2003, respectively.

Asset Retirement Obligations

On August 15, 2001, the FASB issued Statement No. 143, Accounting for Asset Retirement Obligations ("Statement 143").  That standard requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it was incurred.  When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset.  Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset.  Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement.   We adopted Statement 143 on January 1, 2003.  Upon adoption of Statement 143, we recorded an increase to Property and Equipment and Asset Retirement Obligations of approximately $521,461 and $496,658, respectively, as a result of the company separately accounting for salvage values and recording the estimated fair value of its plugging and abandonment obligation on the balance sheet, a reduction of accumulated depletion due to the effect of utilizing well equipment salvage value in the calculation of $91,159 and a cumulative effect on change in accounting principle of $16,506.

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

| |                                             |  | 2004       |  | 2003      
| | ------------------------------------------- |  | ---------- |  | ----------
| |                                             |  |            |  |           
| | Asset retirement obligation at January 1,   |  | $  496,685 |  | $  471,909
| | Asset retirement accretion expense          |  | 24,776     |  | 24,776    
| |                                             |  |            |  |           
| | Less: plugging cost                         |  | -          |  | -         
| |                                             |  |            |  |           
| | Asset retirement obligation at December 31, |  | 521,461    |  | 496,685   

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

|                                                      |  | For the years endedDecember 31,
|----------------------------------------------------- |  | -------------------------------
|                                                      |  | 2004                           
|Income available to common shares                     |  |                                
|                                                      |  |                                
|As reported                                           |  | $    518,715                   
|                                                      |  |                                
|Effect of expensing stock options, net of tax         |  | (96,000)                       
|                                                      |  |                                
|Pro forma                                             |  | 422,715                        
|                                                      |  |                                
|Income available to common shares; basic and diluted: |  |                                
|                                                      |  |                                
|As reported                                           |  | $       0.07                   
|                                                      |  |                                
|Pro forma                                             |  | $       0.05                   

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.  The Company's allowance for doubtful accounts is a significant estimate and is based on management's estimates of uncollectible receivables.  It is at least reasonably possible these estimates could be revised in the near term and the revisions could be material.

Recent Accounting Pronouncements

In April 2003, the FASB issued Financial Accounting Standards No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities ("Statement 149").  Statement 149 amends and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under Statement 133, Accounting for Derivative Instruments and Hedging Activities.  Statement 149 is generally effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The adoption of this statement did not have an impact on the Company's results of operations or financial position at December 31, 2003.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, which was revised and superceded by FASB Interpretation No. 46R in December 2003 ("FIN 46R").  FIN 46R requires the consolidation of certain variable interest entities, as defined.  FIN 46R is effective immediately for special purpose entities and variable interest entities created after December 31, 2003, and must be applied to other variable interest entities no later than December 31, 2004. The Company believes it has no such variable interest entities and as a result FIN 46R will have no impact on its results of operations, financial position or cash flows.

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

2.     Acquisition of Oil and Gas Properties

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

The following unaudited pro forma information is presented as if the interest in the property had been acquired on January 1, 2003.

| |                      | 2004          | 2003         
| | -------------------- | ------------- | -------------
| |                      |               |              
| | Revenues             | $  3,081,527  | $  2,616,198 
| | Net Income           | $    549,907  | $    257,003 
| | Net Income per share | $         .07 | $         .03

3.    Related Party Transactions

The Company leases office space from its majority stockholder.  Rent expense for this lease was $30,000 and $24,000 for each of the years ended December 31, 2004 and 2003, respectively.

4.    Long-Term Debt

Long-term debt at December 31, 2004 and 2003 consisted of the following:

|                                                                                                                                                                                                                                                                                                                                                            |  | 2004          |  | 2003       
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- |  | -----------
|Note payable to a bank, interest at the bank's floating 
  rate (6.25% at December 31, 2004), monthly payments 
  of principal of $27,350, plus accrued interest 
  beginning April 2004, until maturity in March 2005.
  This note is collateralized by certain oil and gas 
  properties and is guaranteed by the majority 
  stockholder of the Company. |  | $1,496,315    |  | $1,750,000 
|Other notes payable collateralized by vehicles                                                                                                                                                                                                                                                                                                              |  | 460           |  | 8,127      
|Total                                                                                                                                                                                                                                                                                                                                                       |  | 1,496,775     |  | 1,758,127  
|Less current portion                                                                                                                                                                                                                                                                                                                                        |  | (1,496,775)   |  | (266,324)  
|                                                                                                                                                                                                                                                                                                                                                            |  | $           - |  | $ 1,491,803

5.    Income Taxes

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

|                                                 | December 31,
|------------------------------------------------ | ------------
|                                                 | 2004        
|Deferred tax assets:                             |             
|Non-deductible acquisition cost                  | $    12,000 
|Net operating loss and depletion carryforwards   | 13,000      
|Allowance for doubtful accounts and other assets | 46,000      
|                                                 | 71,000      
|Deferred tax liabilities:                        |             
|Difference in bases of oil and gas properties    | (436,000)   
|Net liability                                    | $ (365,000) 

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

| |                          | 2004 |  | 2003
| | ------------------------ | ---- |  | ----
| | Statutory rate           | 34%  |  | 34% 
| | Change in rate and other | 4%   |  | (4%)
| | Effective rate           | 38%  |  | 30% 

At December 31, 2004, the Company had available net operating loss ("NOL") and depletion carryforwards totaling approximately $ 38,000 which may be used to reduce future taxable income and expire from 2019 through 2022.

6.     Earnings Per Share

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

| |                                                                                    | December 31, 
| | ---------------------------------------------------------------------------------- | -------------
| |                                                                                    | 2004         
| | Numerator:                                                                         |              
| | Net income                                                                         | $   518,715  
| | Numerator for basic and diluted earnings per share                                 | 518,715      
| | Denominator:                                                                       |              
| | Denominator for basic earnings per share - weighted
   average shares              | 7,493,326    
| | Effect of dilutive securities:                                                     |              
| | Director stock options                                                             | 156,929      
| | President stock options                                                            | 53,042       
| | Warrants issued with private placement                                             | 52,066       
| | Dilutive potential common shares                                                   | 262,037      
| | Denominator for diluted earnings per share - adjusted
     weighted average shares | 7,755,363    
| | Basic earnings per share                                                           | $         .07
| | Diluted earnings per share                                                         | $         .07

Outstanding stock options and warrants to purchase 1,225,916 shares have been excluded from the December 31, 2003 calculation of earnings per share as their effect would be anti-dilutive. Outstanding warrants to purchase 200,000 shares have been excluded from the December 31, 2004 calculation of earnings per share as their effect would be anti-dilutive.

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

7.     Stock Based Compensation

Stock Options

In April 2003, the Company granted 100,000 non-qualified stock options to directors to purchase the Company's common stock at $0.55 per share, which was greater than the quoted market price on the date of the grant.  The options are exercisable from November 2003 through December 2005.

In April 2003, the Company granted 100,000 non-qualified stock options to directors to purchase the Company's common stock at $0.37 per share, which was greater than the quoted market price on the date of the grant.  The options are exercisable from November 2003 through December 2005.

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

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

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

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

The following is a summary of activity for the stock options granted for the years ended December 31, 2004 and 2003:

|                               |           | December 31, 2004 |           | December 31, 2003             
|------------------------------ | --------- | ----------------- | --------- | ------------------------------
|                               |           | NumberOf Shares   |           | Weighted
Average
ExercisePrice
|                               |           |                   |           |                               
|Outstanding, beginning of year |           | 400,000           |           | $    1.29                     
|                               |           |                   |           |                               
|Canceled or expired            | (230,000) |                   | $    1.93 |                               
|Granted                        |           | 520,000           |           | $     .65                     
|Exercised                      |           | -                 |           | $       -                     
|                               |           |                   |           |                               
|Outstanding, end 
  of year    |           | 690,000           |           | $     .59                     
|Exercisable,end of 
  year     |           | 460,000           |           | $     .57                     

If not previously exercised, options outstanding at December 31, 2004 will expire as follows:

|                  |  | NumberOf Shares |  | Weighted
Average
ExercisePrice |  | Weighted
Average
ContractualLife
|----------------- |  | --------------- |  | ------------------------------ |  | --------------------------------
|                  |  |                 |  |                                |  |                                 
|December 31, 2005 |  | 200,000         |  | $     .46                      |  | 2 years                         
|December 31, 2006 |  | 260,000         |  | .65                            |  | 2 years                         
|June 30, 2007     |  | 230,000         |  | .65                            |  | 2 years                         
|Total             |  | 690,000         |  | $     .59                      |  |                                 

Presented below is a comparison of the weighted average exercise prices and fair values of the Company's common stock options on the measurement date for the options granted during fiscal year 2004 and 2003.    The exercise price was equal to the market price at the measurement date for each option.

| |                                               | 2004            | 2003
| | --------------------------------------------- | --------------- | ----
| |                                               | Numberof Shares |     
| |                                               |                 |     
| | Exercise price
  greater than 
  market price | 520,000         |     

The estimated fair value of each officer and director option granted during 2003 and 2004 was
estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

| |                           |  | 2004 | 2003
| | ------------------------- |  | ---- | ----
| | Expected volatility       |  | 125% | 150%
| | Risk-free interest rate   |  | 5%   | 5%  
| | Expected dividends        |  | -    | -   
| | Expected terms (in years) |  | 2.8% | 2.8%

8.      Stockholders' Equity

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

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

9.     Environmental Issues

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

10.    Commitments

As of December 31, 2004 and 2003, the Company had a $10,000 open letter of credit in favor of the State of Wyoming as a plugging bond.  The letter of credit is collateralized by a certificate of deposit in the same amount.

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

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

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

Financial instruments that subject the Company to credit risk consist principally of receivables.  The receivables are primarily from companies in the oil and 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, 2004 and 2003 is adequate.

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

|Customer |  | 2004 |  | 2003
|-------- |  | ---- |  | ----
|A        |  | 14%  |  | 11% 
|B        |  | 22%  |  | 25% 
|C        |  | 24%  |  | 33% 
|D        |  | 7%   |  | 10% 
|E        |  | 13%  |  | 0%  

Additionally, the five customers above accounted for a total of 71% and 83% of accrued oil and gas sales as of December 31, 2004 and 2003, respectively.

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

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

|                                                                   | Year Ended December 31,
|------------------------------------------------------------------ | -----------------------
|                                                                   | 2004                   
|Costs incurred in oil and gas producing activities:                |                        
|Acquisition of unproved properties                                 | $           -          
|Acquisition of proved properties                                   | 850,000                
|Development costs                                                  | 329,977                
|Total costs incurred                                               | $  1,179,977           
|                                                                   |                        
|Net capitalized costs related to oil and gas producing activities: |                        
|Proved leasehold costs and lease and well equipment                | $  7,372,976           
|Less accumulated depletion and depreciation                        | (2,435,424)            
|Net oil and gas property costs                                     | $  4,937,552           

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

|                                             | Oil (Barrels) |  | Gas(MCF)    
|-------------------------------------------- | ------------- |  | ------------
|                                             |               |  |             
|Balance, January 1, 2003                     | $   881,368   |  | $  1,771,916
|                                             |               |  |             
|Revisions of previous estimates              | (138,092)     |  | (328,559)   
|Production                                   | (65,514)      |  | (113,373)   
|Balance, December 31, 2003                   | 677,762       |  | 1,329,984   
|                                             |               |  |             
|Revisions of previous estimates              | 213,047       |  | 112,744     
|                                             |               |  |             
|Purchase of minerals in place                | 117,277       |  | 117,277     
|Production                                   |               |  | (101,583)   
|                                             | (63,669)      |  |             
|Balance, December 31, 2004                   |               |  | 1,458,422   
|                                             | 944,717       |  |             
|Proved developed reserves, December 31, 2004 | 880,991       |  | 1,413,232   
|Proved developed reserves, December 31, 2003 | 614,244       |  | 1,284,794   

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

Standardized Measure of Discounted Future Net Cash Flows (Unaudited)

The standardized measure of discounted future net cash flows at December 31, 2004 and 2003, relating to proved oil and gas reserves is set forth below.  The assumptions used to compute the standardized measure are those prescribed by the Financial Accounting Standards Board and, as such, do not necessarily reflect the Company's expectations of actual revenues to be derived from those reserves nor their present worth.  The limitations inherent in the reserve quantity estimation process are equally applicable to the standardized measure computations since these estimates are the basis for the valuation process.

|                                                         | Year Ended December 31,
|-------------------------------------------------------- | -----------------------
|                                                         | 2004                   
|Future cash inflows                                      | $ 44,841,000           
|Future development and production costs                  | (14,739,000)           
|Future income taxes                                      | (9,510,000)            
|Future net cash flows                                    | 20,592,000             
|10% annual discount                                      | (9,394,000)            
|Standardized measure of discounted future net cash flows | $  11,198,000          

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 future net cash flows:

|                                                       | Year Ended December 31,
|------------------------------------------------------ | -----------------------
|                                                       | 2004                   
|                                                       |                        
|Sales of oil and gas produced, net of production costs | $ (1,807,000)          
|Purchase of minerals in place                          | 1,911,000              
|Sale of minerals in place                              | -                      
|Net changes in prices and production costs             | 6,868,000              
|Revisions and other                                    | 879,000                
|Accretion of discount                                  | 631,000                
|Net change in income taxes                             | (3,025,000)            
|Net change                                             | 5,457,000              
|Balance, beginning of year                             | 5,741,000              
|Balance, end of year                                   | $ 11,198,000           

13.    Petroleum Engineers

The Company uses the services of two petroleum engineering firms:

Aluko and Associates, Inc.
3316 Bee Cave Road
Suite 2
Austin, Texas  78746

and

Fletcher Lewis Engineering, Inc.
5001 North Pennsylvania
Suite 300
Oklahoma City, Oklahoma  73112
</R>

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

None.

ITEM 8A.     CONTROLS AND PROCEDURES

|a) | Ray Reaves, Chief Executive Officer and Chief Financial Officer of FieldPoint Petroleum Corporation established and is currently maintaining disclosure controls and procedures and internal control over financial reporting as such terms are defined in Rule 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") for the Company.  The disclosure controls and procedures have been designed to ensure that material information relating to the Company is made known to him as soon as it is known by others within the Company.  As of the end of the fiscal year, Mr. Reaves conducted an update and a review and evaluation of the effectiveness of the Company's disclosure controls and procedures and the Company's internal control over fiscal reporting.  It is Mr. Reaves' opinion based upon the evaluation completed by March 31, 2005, that the disclosure controls and procedures and internal control over financial reporting currently being utilized by the Company are sufficiently effective to ensure that any material information relating to the Company would become known to him within a reasonable time.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|b) | Changes In Internal Controls Over Financial Reporting.  During the most recently completed fiscal year, there have not been any significant changes in our internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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   | 43  | Director, President, Chairman,
Chief Executive Officer | May 1997-present    
|Roger D. Bryant | 62  | Director                                               | July 1997-March 2004
|Karl W. Reimers | 63  | Director                                               | October 2004-present
|Dan Robinson    | 57  | Director                                               | August 2004-present 
|Mel Slater      | 61  | Director                                               | January 2003-present

Mr. Reaves, age 43, has been Chairman, Director, President, Chief Executive Officer and Chief Financial Officer of the Company since May 22, 1997.  Mr. Reaves has also served as Chairman, Chief Executive Officer, Chief Financial Officer and Director of Bass Petroleum, Inc. from October 1989 to the present, has 18 years experience in the oil and gas industry. He began his career in 1987, with North American Oil and Gas. Subsequently, in 1989 he purchased an interest in 10 of their wells and formed Bass Petroleum, Inc. Under Mr. Reaves' management in the years that followed, Bass Petroleum, Inc., gained majority control of the 10 original wells and acquired interest in another 60 wells. In 1998, Bass Petroleum merged with Energy Production Corporation and as a result, FieldPoint Petroleum Corporation was born.

Roger D. Bryant, age 62, has been a Director of the Company since July 1997.  Since July 2004 Mr. Bryant has served as Chief Operating Officer of Electric and Gas Technology, Inc., a manufacturer of instrumentation for the natural gas industry as well as a contract manufacturer.  From November 2002 until July 2004, Mr. Bryant served as Chief Executive Officer of Ibex Telecom, a provider of international telecommunications services.  From September 2001 until November 2002, present Mr. Bryant served as Chief Executive Officer of International Gateway Exchange, a provider of unique Electronic Funds Transfer services.  From November 1994 to November 2001, Bryant was President and Chief Executive Officer of Dial-Thru International, Inc., a provider of international telecommunications services.  Mr. Bryant has previously served as President of Network Data Corporation a developer of POS systems for the retail petroleum industry, as President of Dresser Industries, Inc., Wayne Division, a leading international manufacturer of fuel dispensing equipment, as President of Schlumberger Limited, Retail Petroleum Systems Division, U.S.A., also a leading international manufacturer of fuel dispensing equipment, and as President of Autogas Systems, Inc., the developer and producer of Pay-At-The-Pump technology for the petroleum retail industry.

Mr. Reimers, age 63, has held the position of President and CFO of B.A.G. Corp. from 1993 to the present. He served as Vice President CFO of Supreme Beef Company from 1989 to 1993.  He also served as Vice President of Accounting for OKC Corp. a NYSE listed oil and gas company from 1975 to 1989. He was employed by Peat, Marwick, Mitchell, Certified Public Accountants from 1973 to 1975, and he has a MBA from the University of Texas at Arlington.

Mr. Robinson, age 57, has served as a director of the Company since August 30th of this year.  He has held the position of President and Chief Executive Officer of Placid Refining Company LLC from December 2004 to the present. Prior to his current position, he served in many capacities with Placid Oil Company beginning in March 1975, including the roles of Project Engineer, Manager of Refinery Operations, Assistant Secretary, Assistant Treasurer, Secretary, and Treasurer.  Before beginning his 30 year oil and gas career he was briefly employed as a commercial credit analyst at First National Bank in Dallas.  Mr. Robinson received a BS degree in Mechanical Engineering in 1971 and an MBA degree in Finance in 1973, both from the University of Wisconsin.  He currently sits on the Board of Directors of the National Petrochemical and Refiners Association.

Mel Slater, age 61, has been a Director of the Company since January 1, 2003.  Since 2003 Dr. Slater has served as President of National ICT Australia. Prior to joining National ICT  Dr. Slater spent more than 25 years with leading technology firms including Gemplus and Motorola. At Motorola, he served in a number of positions including Vice President and General Manager, Global Software Group Americas, Vice President and Director of Motorola's Arizona Technology Laboratories and as Motorola's Corporate Director of Software. Dr. Slater has managed operations in over ten countries.

No family relationship exists between any director or executive officer.

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

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

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

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

Meetings and Committees of the Board of Directors

a.Meetings of the Board of Directors

During the fiscal year ended December 31, 2004, two meetings of the Board of Directors were held, including regularly scheduled and special meetings, each of which were attended by all of the Directors.  Outside Directors receive $500 per meeting and were reimbursed their expenses associated with attendance at such meetings or otherwise incurred in connection with the discharge of their duties as a Director.  Directors received a grant of options to purchase up to 100,000 shares of common stock at the date of their appointment and could receive an additional grant of options to purchase shares of common stock, as long as they continue to serve as directors.

b.Committees

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

During the year ended December 31, 2004, the board had a standing audit committee, a standing compensation committee, and a standing nomination committee or any other standing committees.  The Board of Directors as a whole served the functions of a nomination committee.

Audit Committee

The audit committee was composed of the following directors:

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

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

The Board of Directors has determined that Karl Reimers a member of the audit committee qualifies as an "audit committee financial expert" within the meaning of Item 401(e)(2) of Regulation SB

During the fiscal year ended December 31, 2004 the audit committee had one meeting. The committee is responsible for accounting and internal control matters.  The audit committee:

| | - | reviews with management, the internal auditors and the independent auditors policies and procedures with respect to internal controls;
| | - | --------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                       
| | - | reviews significant accounting matters;                                                                                               
| |   |                                                                                                                                       
| | - | approves any significant changes in accounting principles of financial reporting practices;                                           
| |   |                                                                                                                                       
| | - | reviews independent auditor services; and                                                                                             
| |   |                                                                                                                                       
| | - | Recommends to the board of directors the firm of independent auditors to audit our consolidated financial statements.                 

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

The Audit Committee of the Board of Directors has adopted a written charter, which has been previously filed with the Commission.

Compensation Advisory Committee

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

Dan Robinson, Chairman
Karl Reimers
Mel Slater

The compensation advisory committee did not meet during fiscal 2004.  The compensation advisory committee:

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

Nomination Committees



Ray D. Reaves, Chairman
Roger D. Bryant

The Nomination Committee has not adopted a charter to govern the director nomination process.

Of the currently serving two members, Mr.Bryant  would  be deemed to be independent within the meaning of the National Association of Securities Dealers, Inc.'s listing standards.  For this purpose, a director is deemed to be independent if he does not possess any vested interests related to those of management and does not have any financial, family or other material personal ties to management.

The board of directors has not adopted a policy with regard to the consideration of any director candidates recommended by security holders, since to date the board has not received from any security holder a director nominee recommendation.  The board of directors will consider candidates recommended by security holders in the future. Security holders wishing to recommended a director nominee for consideration should contact Mr. Ray Reaves, Chief Executive Officer and Chief Financial Officer, at the Company's principal executive offices located in Cedar Park, Texas and provide to Mr. Reaves, in writing, the recommended director nominee's professional resume covering all activities during the past five years, the information required by Item 401 of Regulation SB, and a statement of the reasons why the security holder is making the recommendation. Such recommendation must be received by the Company before December 31, 2005.

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

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

Shareholder Communications

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

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

Code of Ethics

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

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

Section 16 (a) of the Securities Exchange Act of 1934, as amended, requires the Company's executive officers, directors and persons who own more than ten percent of the Common Stock (collectively, "Reporting Persons") to file initial reports of ownership and changes of ownership of the Common Stock with the SEC and the NASDAQ Stock Market. Reporting Persons are required to furnish the Company with copies of all forms that they file under Section 16(a).  Based solely upon information provided to the Company from Reporting Persons, during the two years ended December 31, 2004, Mr. Manogue failed to file reports covering multiple transactions in a timely fashion.  Other than the foregoing, the Company is not aware of any failure on the part of any Reporting Persons to timely file reports required pursuant to Section 16(a).

ITEM 10     EXECUTIVE COMPENSATION

The following tables and discussion set forth information with respect to all plan and non-plan compensation awarded to, earned by or paid to the Chief Executive Officer ("CEO"), and the Company's four (4) most highly compensated executive officers other than the CEO, for all services rendered in all capacities to the Company and its subsidiaries for each of the Company's last three (3) completed fiscal years; provided, however, that no disclosure has been made for any executive officer, other than the CEO, whose total annual salary and bonus does not exceed $100,000.

|TABLE 1                                                       
|--------------------------------------------------------------
|SUMMARY COMPENSATION TABLE                                    
|                                                              
|                                                              
|                                                              
|Name and
PrincipalPosition                                    
|                                                              
|Ray D. Reaves                                                 
|CEO,    President                                             
|TABLE 2OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
|Name                                                          
|Ray D. Reaves                                                 



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

Option Grants Table

The following table sets forth information concerning individual grants of stock options made during the fiscal years ended December 31, 2004 and 2003, to the Company's Officers and Directors.

|Name              | Options Granted (#) | Price ($/sh.) | Expiration Date
|----------------- | ------------------- | ------------- | ---------------
|Ray D. Reaves     | 200,000             | $.65          | 12/31/06       
|President and CEO |                     |               |                
|                  |                     |               |                
|Roger D. Bryant   | 30,000              | $.65          | 12/31/06       
|Director          | 20,000              | $.65          | 06/30/07       
|                  |                     |               |                
|Karl W. Reimer    | 100,000             | $.65          | 06/30/07       
|Director          |                     |               |                
|                  |                     |               |                
|Dan Robinson      | 100,000             | $.65          | 06/30/07       
|Director          |                     |               |                
|                  |                     |               |                
|Robert Wonish     | 100,000             | $.55          | 12/31/05       
|Director          |                     |               |                
|                  |                     |               |                
|Mel Slater        | 100,000             | $.37          | 12/31/05       
|Director          | 30,000              | $.65          | 12/31/06       
|                  |                     |               |                
|Laurie Lutz       | 10,000              | $.65          | 06/30/07       
|Controller        |                     |               |                

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

The following table sets forth information with respect to beneficial ownership of our common stock by:

| | * | each person who beneficially owns more than 5% of the common stock;
| | - | -------------------------------------------------------------------
| | * | each of our executive officers named in the Management section;    
| | * | each of our Directors; and                                         
| | * | all executive officers and Directors as a group.                   

The table shows the number of shares owned as of December 31, 2004 and the percentage of outstanding common stock owned as of December 31, 2004.  Each person has sole voting and investment power with respect to the shares shown, except as noted.

|Name and Address of Beneficial Owner                         | Amount and Nature
of Beneficial Owner1 | Percent of Class2
|------------------------------------------------------------ | -------------------------------------- | -----------------
|                                                             |                                        |                  
|Ray D. Reaves
1703 Edelweiss Drive
Cedar Park, Texas 78613   | 3,265,000                              | 41.4%            
|                                                             |                                        |                  
|Mel Slater
1703 Edelweiss Drive
Cedar Park, Texas 78613      | 470,295                                | 6.0%             
|                                                             |                                        |                  
|Roger D. Bryant
1703 Edelweiss Drive
Cedar Park, Texas 78613 | 55,000                                 | .7%              
|                                                             |                                        |                  
|Karl W. Reimer
1703 Edelweiss Drive
Cedar Park, Texas 78613  | 100,000                                | 1.3%             
|                                                             |                                        |                  
|Dan Robinson
1703 Edelweiss Drive
Cedar Park Texas           | 100,000                                | 1.3%             
|                                                             |                                        |                  
|All Officers and Directors
  as a Group (5 persons)          | 3,985,295                              | 47.7%            

_____________________________

1

2

ITEM 12     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

ITEM 13     EXHIBITS AND REPORTS ON FORM 8-K

|(a)  | Exhibits                                                                                                                    |                                                                                                                                                                                                                          
|---- | --------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                             |                                                                                                                                                                                                                          
|     | 3.1                                                                                                                         | Articles of Incorporation (incorporated by reference to Amendment No. 1 to Form S-2 dated August 1, 1980.)                                                                                                               
|     |                                                                                                                             |                                                                                                                                                                                                                          
|     | 3.2(b)                                                                                                                      | Articles of Amendment of Articles of Incorporation, dated December 31, 1997 (incorporated by reference to the Company's 10KSB for the year ended December 31, 1997.)                                                     
|     |                                                                                                                             |                                                                                                                                                                                                                          
|     | 3.3                                                                                                                         | Bylaws (incorporated by reference to Amendment No. 1 to Form S-2 dated August 1, 1980.)                                                                                                                                  
|     |                                                                                                                             |                                                                                                                                                                                                                          
|     | 4.1                                                                                                                         | Plan of Exchange (incorporated by reference to the Company's definitive proxy statement dated December 8, 1997).                                                                                                         
|     |                                                                                                                             |                                                                                                                                                                                                                          
|     | 4.2                                                                                                                         | Indenture (Term Loan) dated June 21, 1999 by and among the Company and Union Planters Bank                                                                                                                               
|     |                                                                                                                             |                                                                                                                                                                                                                          
|     | 4.3                                                                                                                         | Indenture (Term Loan) dated August 18, 1999 by and among the Company and Union Planters Bank                                                                                                                             
|     |                                                                                                                             |                                                                                                                                                                                                                          
|     | 10.1                                                                                                                        | Consulting Agreement dated May 9, 2000 between FieldPoint Petroleum Corp. and Parrish Brian & Co. (incorporated by reference to the Company's 10QSB/A for the quarter ended September 30, 2000)                          
|     |                                                                                                                             |                                                                                                                                                                                                                          
|     | 10.2                                                                                                                        | Executive Employment Agreement, dated March 28, 2001, by and among FieldPoint Petroleum Corp. and Ray D. Reaves (incorporated by reference to the Company's 10KSB for the year ended December 31,2000.)                  
|     |                                                                                                                             |                                                                                                                                                                                                                          
|     | 10.3                                                                                                                        | Credit Agreement (Revolving Credit Note) dated December 14, 2000 by and among FieldPoint Petroleum Corp. and Union Planters Bank (incorporated by reference to the Company's 10KSB for the year ended December 31, 2000.)
|     |                                                                                                                             |                                                                                                                                                                                                                          
|     | 10.4                                                                                                                        | Audit Committee Charter adopted by the Company on March 28, 2001(incorporated by reference to the Company's 10KSB for the year ended December 31, 2000.)                                                                 
|     |                                                                                                                             |                                                                                                                                                                                                                          
|     | 10.5                                                                                                                        | Consulting Agreement dated November 13, 2001 between FieldPoint Petroleum Corp. and TRG Group LLC. (incorporated by reference to the Company's 10QSB for the quarter ended September 30, 2001)                           
|     |                                                                                                                             |                                                                                                                                                                                                                          
|     | 10.6                                                                                                                        | Lease Assignment from PXP Gulf Coast, Inc., dated March 11, 2004, incorporated by reference from the Company's Current Report on Form 8-K dated March 11, 2004, as filed with the Commission on March 26, 2004.          
|     |                                                                                                                             |                                                                                                                                                                                                                          
|     | 14.                                                                                                                         | Code of Ethics (previously filed)                                                                                                                                                                                        
|     |                                                                                                                             |                                                                                                                                                                                                                          
|     | 31.                                                                                                                         | Certification                                                                                                                                                                                                            
|     |                                                                                                                             |                                                                                                                                                                                                                          
|     | 32.                                                                                                                         | Certification pursuant to 18 U.S.C. Section 1350                                                                                                                                                                         
|     |                                                                                                                             |                                                                                                                                                                                                                          
|(b)  | Reports on Form 8-K                                                                                                        
|     |                                                                                                                             |                                                                                                                                                                                                                          
|<R>  |                                                                                                                            
|     | Current Report on Form 8-K dated November 12, 2004, Items 2.02 and
9.01, as filed with the Commission on November 12, 2004.
|</R> |                                                                                                                            

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

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

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

|                                                                                                                                                                                                                          | 2004       | 2003     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------- | ---------
|Audit fees - audit of annual financial statements and review of financial statements included in our quarterly reports, services normally provided by the accountant in connection with statutory and regulatory filings. | $  35,7000 | $  33,587
|Audit-related fees - related to the performance of audit or review of financial statements not reported under "audit fees" above                                                                                          | 4,608      | 0        
|Tax fees - tax compliance, tax advice and tax planning                                                                                                                                                                    | 8,550      | 7,993    
|All other fees - services provided by our principal accountants other than those identified above                                                                                                                         |            |          
|Total fees paid or accrued to our principal accountants                                                                                                                                                                   | $   48,858 | $  41,580



SIGNATURES

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

|                    | FIELDPOINT PETROLEUM CORPORATION
(Registrant)
|------------------- | ---------------------------------------------
|                    |                                              
|Date: June 23, 2005 | By:/s/ Ray Reaves   Ray Reaves, President    

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

|By:   /s/ Ray Reaves     President, Chief Executive Officer, 
     Director, Chairman, Chief Financial Officer | Date:  June 23, 2005
|-------------------------------------------------------------------------------------------------------------- | --------------------
|                                                                                                               |                     
|By:   /s/ Roger D. Bryant     Roger D Bryant
     Director                                                     | Date:  June 23, 2005
|                                                                                                               |                     
|By:   /s/ Dan Robinson     Dan Robinson
     Director                                                          | Date:  June 23, 2005
|                                                                                                               |                     
|By: /s/ Karl W. Reimers     Karl W. Reimers 
     Director                                                     | Date:  June 23, 2005
|                                                                                                               |                     
|By: /s/ Mel Slater
     Mel Slater
     Director                                                               | Date:  June 23, 2005
|                                                                                                               |