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

                                  FORM 10-KSB/A
                                 Amendment No. 1

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


                  For the fiscal year ended December 31, 1997.

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


                     For the transition period from      to     .
                                                   ------   ----
                         Commission File Number: 0-9435

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

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

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

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

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

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

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

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

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

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

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

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

Documents Incorporated by Reference: None.


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<PAGE>

                                    PART III

ITEM 11-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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

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

Mildred Babich                             325,801                     7.4%
4225 Clear Lake Circle
Fort Worth, TX 76109

Peter Babich                               323,490                     7.3%
3310 Parkside Road
Flint, MI 48503

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

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

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

All Officers and Directors               3,303,842                     68.7%
     as a Group (3 persons)
--------
(1)Includes  (i) shares  beneficially  owned  based on position  with BPI;  (ii)
estimated shares received in Reverse Acquisition in exchange for common stock of
BPI owned by Mr. Reaves;  and (iii) 200,000 shares of Common Stock underlying an
option  granted  to Mr.  Reaves by BPI,  which  option  has been  assumed by the
Company.
(2)  Includes  (i)  shares  owned by a  partnership  of which Mr.  Manogue  is a
partner;  and (ii) 100,000  shares of Common Stock  underlying  an option of BPI
granted to Mr. Manogue by BPI, which option has been assumed by the Company.
(3) Includes  100,000 shares of Common Stock underlying an option granted to Mr.
Bryant.

                                       2

<PAGE>


                                  SIGNATURES


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


                        FIELDPOINT PETROLEUM CORPORATION
                                  (Registrant)

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

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

           By:      /s/ Ray Reaves
                --------------------------------------

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

         Date:

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

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





















 
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