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



                                   FORM 10-QSB



[X]    Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange
       Act of 1934 For the Quarterly Period Ended June 30, 1998

[ ]    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
                      --------------------------------
      (Exact name of small business issuer as specified 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)

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
                                                             

As of July 31, 1998, the number of shares  outstanding of the Registrant's  $.01
par value Common Stock was 4,413,259.

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




<PAGE>

<TABLE>
<CAPTION>


PART I
Item 1. Condensed Consolidated Financial Statements

                        FieldPoint Petroleum Corporation
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------
                                                                            June 30,     December 31,
                                                                             1998           1997
                                                                          -----------    -----------
                                                                          (unaudited)
<S>                                                                       <C>            <C>    

CURRENT ASSETS:
  Cash                                                                    $   101,255    $    48,457
    Trading securities                                                          2,880          2,880
  Accounts receivable:
         Oil and gas sales                                                     60,880         73,159
         Joint interest billings, no allowance for doubtful
              accounts considered necessary                                    91,032         61,392
  Taxes recoverable                                                            20,000           --
  Prepaid expenses                                                              2,535          1,635
                                                                          -----------    -----------
                  Total current assets                                        278,582        187,523
PROPERTY AND EQUIPMENT:
  Oil and gas properties (successful efforts method):
         Leasehold costs                                                    1,105,676        954,995
         Lease and well equipment                                             169,154         95,504
  Furniture and equipment                                                      31,530         30,758
  Transportation equipment                                                     74,945         74,945
  Less accumulated depletion and depreciation                                (416,016)      (353,935)
                                                                          -----------    -----------
                  Net property and equipment                                  965,289        802,267
OTHER ASSETS                                                                   26,815         20,000
                                                                          -----------    -----------
                  Total assets                                            $ 1,270,686    $ 1,009,790
                                                                          ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES:
  Current portion of long-term debt                                       $   261,712    $   160,544
  Accounts payable and accrued expenses                                       123,399        111,255
  Oil and gas revenues payable                                                 92,133         96,512
                                                                          -----------    -----------
                  Total current liabilities                                   477,244        368,311
LONG-TERM DEBT, net of current portion                                        449,000        255,877
COMMITMENTS
STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value, 75,000,000 shares authorized;
     4,413,259 and 4,000,000 shares issued and outstanding,
     respectively                                                              44,132         44,132
  Additional paid-in capital                                                   95,778         83,906
  Retained earnings                                                           206,672        257,564
  Treasury stock, 214,000 shares of common stock                               (2,140)          --   
                                                                          -----------    -----------
                  Total stockholders' equity                                  344,442        385,602
                                                                          -----------    -----------
                  Total liabilities and stockholders' equity              $ 1,270,686    $ 1,009,790
                                                                          ===========    ===========

</TABLE>


        See accompanying notes to these consolidated financial statements



<PAGE>



                        FieldPoint Petroleum Corporation
      CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                                                 For the Three Months Ended
                                                        June 30,
                                                 --------------------------
                                                     1998           1997 
                                                 ------------   ------------
                                                  (unaudited)    (unaudited)

REVENUE:
  Oil and gas sales                              $   119,705    $   138,630
  Well operational and pumping fees                   46,381         44,913
  Other                                                 --            2,000
                                                 -----------    -----------
                  Total revenue                      166,086        185,543

COSTS AND EXPENSES:
  Production expense                                  56,713         45,759
  Depletion and depreciation                          31,331         27,750
  General and administrative                          80,485         70,395
                                                 -----------    -----------
                  Total costs and expenses           168,529        143,904

OTHER INCOME (EXPENSE):
  Interest income (expense), net                     (14,647)        (2,081)
  Acquisition expenses                                  --          (45,000)
  Miscellaneous                                          946           (857)
                                                 -----------    -----------
                  Total other income (expense)       (13,701)       (47,938)
                                                 -----------    -----------

INCOME (LOSS) BEFORE INCOME TAXES                    (16,144)        (6,299)
INCOME TAX BENEFIT (PROVISION) CURRENT                 4,700        (12,000)
                                                 -----------    -----------
NET AND COMPREHENSIVE INCOME (LOSS)                  (11,444)       (18,299)
BASIC AND DILUTED NET AND
 COMPREHENSIVE INCOME (LOSS)                               *              *
                                                 -----------    -----------
WEIGHTED AVERAGE SHARES OUTSTANDING                4,413,259      4,000,000
                                                 ===========    ===========
     * Less than $.01 per share.

        See accompanying notes to these consolidated financial statements


<PAGE>


                        FieldPoint Petroleum Corporation
      CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                                            For the Six Months Ended
                                                     June 30,
                                           --------------------------
                                               1998           1997
                                           -----------    -----------
                                           (unaudited)    (unaudited)
REVENUE:
  Oil and gas sales                        $   223,658    $   287,025
  Well operational and pumping fees             93,039         90,826
  Other                                           --            2,000
                                           -----------    -----------
            Total revenue                      316,697        379,851

COSTS AND EXPENSES:
  Production expense                           125,681         87,712
  Depletion and depreciation                    62,081         55,500
  General and administrative                   178,713        144,161
                                           -----------    -----------
            Total costs and expenses           366,475        287,373

OTHER INCOME (EXPENSE):
  Interest income (expense), net               (26,638)       (12,765)
  Acquisition expenses                            --          (45,000)
  Miscellaneous                                  5,524          2,781
                                           -----------    -----------
            Total other income (expense)       (21,114)       (54,984)
                                           -----------    -----------
INCOME (LOSS) BEFORE INCOME TAXES              (70,892)        37,494

INCOME TAX BENEFIT (PROVISION) CURRENT          20,000        (24,000)
                                           -----------    -----------
NET AND COMPREHENSIVE INCOME (LOSS)            (50,892)        13,494
BASIC AND DILUTED NET AND
  COMPREHENSIVE INCOME (LOSS)                     (.01)             *
                                           -----------    -----------
WEIGHTED AVERAGE SHARES OUTSTANDING          4,413,259      4,000,000
                                           ===========    ===========

*  Less than $.01 per share.

        See accompanying notes to these consolidated financial statements




<PAGE>

<TABLE>
<CAPTION>

                        FieldPoint Petroleum Corporation
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                           June 30,
                                                                  -------------------------
                                                                     1998         1997
                                                                  -----------   -----------
                                                                  (unaudited)   (unaudited)
<S>                                                                <C>          <C>    

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                $ (50,892)   $  13,494
  Adjustments to reconcile to net cash
      provided by operating activities:
  Depletion and depreciation                                          62,081       55,500
  Stock compensation to consultant                                     9,732         --
  Changes in assets and liabilities:
         Accounts receivable                                         (17,361)       4,598
         Taxes recoverable and other                                 (20,000)         581
         Prepaid expenses and other assets                            (7,715)        --
         Accounts payable and accrued expenses                        12,144      (18,528)
         Oil and gas revenues payable                                 (4,379)      (2,286)
                                                                   ---------    ---------
               Net cash (used) provided by operating activities      (16,390)      53,359

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of oil and gas properties                                (224,331)    (169,992)
  Purchase of furniture and equipment                                   (772)     (19,043)
  Decrease (increase) in restricted cash                                --        100,000
                                                                   ---------    ---------
               Net cash used by investing activities                (225,103)     (89,035)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                                       375,000         --
  Repayments of long-term debt                                       (80,709)      (9,805)
                                                                   ---------    ---------
               Net cash provided (used) by financing activities      294,291       (9,805)
                                                                   ---------    ---------

NET INCREASE (DECREASE) IN CASH                                       52,798      (45,481)

CASH, beginning of the period                                         48,457       57,454
                                                                   ---------    ---------

CASH, end of the period                                            $ 101,255    $  11,973
                                                                   =========    =========

SUPPLEMENTAL INFORMATION:
  Cash paid during the period for interest                         $  27,416    $  35,773
                                                                   =========    =========
  Cash paid during the period for income taxes                          --           --
                                                                   =========    =========

</TABLE>

       See accompanying notes to these consolidated financial statements.


<PAGE>


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



1.    Nature of Business, Organization And Basis of Preparation
      ---------------------------------------------------------
FieldPoint Petroleum  Corporation (the "Company") is incorporated under the laws
of the state of Colorado.  The Company is engaged in the acquisition,  operation
and  development of oil and gas  properties,  which are located in south central
Texas and Wyoming.

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

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles have been condensed or omitted.
However,  in the opinion of management,  all adjustments  (which consist only of
normal recurring adjustments) necessary to present fairly the financial position
and  results of  operations  for the  periods  presented  have been made.  These
condensed  consolidated  financial statements should be read in conjunction with
financial statements and the notes thereto included in the Company's Form 10-KSB
filing for the year ended December 31, 1997.


2.    Acquisition of Working Interest in Shade Lease
      ----------------------------------------------
On February 18, 1998, the Company acquired a 97.9% working interest in the Shade
lease,  which carries a 76.9565% net revenue interest in oil and gas production.
A total  purchase  price  of  $190,000  was paid for the  interest  and  related
equipment.  The lease  currently has 3 producing oil and gas wells.  The Company
also  purchased all equipment  related to the three wells on the lease from Fred
Bowman,  Inc. The entire  purchase  price was funded by proceeds  from long term
debt.


3.    Stockholders Equity
      -------------------
On January 1, 1998, the Company granted 50,000 options to purchase the Company's
common stock at $0.75 per share to a public  relations  consultant.  The options
expire,  if unused, on December 31, 1999. The value of the option at the date of
grant, as calculated  pursuant to SFAS 123, of $9,732 is included in general and
administrative expenses for the quarter ended June30, 1998.




<PAGE>


PART I
Item 2

            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.

General

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 categories its operating expenses into the categories of production
expenses and other expenses.  Due to cost associated with being a public company
and  additional  workovers in the form of remedial  repairs,  the  Company's net
expenses for the period ended June 30, 1998 were  substantially  higher than net
expenses for the period ended June 30, 1997.

Comparison of three months ended June 30, 1998 to the three months ended
June 30, 1997
------------------------------------------------------------------------

Results of Operations

Revenues  decreased  10% or $19,457 to $166,086 for the three month period ended
June 30,  1998 from the  comparable  1997  period,  this was due to the  overall
decrease in the average price received for oil and gas sales. Production volumes
increased 11% on a BOE basis.  Average oil sales prices  decreased 34% to $12.00
for the period ended June 30, 1998  compared to $18.24 for the period ended June
30, 1997.  Average gas sales prices  decreased  12% to $1.20 for the three month
period ended June 30, 1998 compared to $1.36 for the period ended June 30, 1997.

Production  expenses  increased  24% or $10,954 to $56,713  for the three  month
period ended June 30, 1998 from the comparable  1997 period,  this was primarily
due to  additional  workovers  in the form of remedial  repairs.  Depletion  and
depreciation  increased  slightly due to the purchase of additional  oil and gas
properties and related  equipment during the period ended June 30, 1998 compared
to the 1997 period.  General and  administrative  overhead cost increased 14% or
$10,090 to $80,485 for the three month period ended June 30, 1998 from the three
month period ended June 30, 1997.  This was  primarily  due to higher legal fees
and costs associated with evaluating acquisitions.

Net other expenses for the three months ended June 30, 1998 was $13,701 compared
to $47,938 for the 1997 period.  This decrease was primarily due to  acquisition
expenses incurred in 1997 in connection with the reverse merger.

Comparison of six months ended June 30, 1998 to the six months ended 
June 30, 1997
--------------------------------------------------------------------

Results of Operations

Revenues  decreased  17% or $63,154 to $316,697  for the six month  period ended
June 30,  1998 from the  comparable  1997  period,  this was due to the  overall
decrease in the average price received for oil and gas sales. Production volumes
increased 25% on a BOE basis.  Average oil sales prices  decreased 35% to $12.76
for the period ended June 30, 1998  compared to $19.75 for the period ended June
30,  1997.  Average gas sales  prices  decreased  27% to $1.20 for the six month
period ended June 30, 1998 compared to $1.64 for the period ended June 30, 1997.


<PAGE>


Production  expenses  increased  43% or  $37,969 to  $125,681  for the six month
period ended June 30, 1998 from the comparable  1997 period,  this was primarily
due to expenses related to additional workovers in the form of remedial repairs.
Depletion  and  depreciation  increased  12% to  $62,081,  this  was  due to the
purchase of  leasehold  and related  equipment  during the period ended June 30,
1998  compared to the 1997  period.  General and  administrative  overhead  cost
increased  24% or $34,552 to $178,713  for the six month  period  ended June 30,
1998 from the six month  period ended June 30, 1997.  This was  attributable  to
audit fees booked  during the period,  also an  increase in  salaries,  and cost
related to an option granted during the period pursuant to SFAS 123.

Net other  expenses for the six months ended June 30, 1998 was $21,114  compared
to $54,984 for the  comparable  1997 period.  The decreased was primarily due to
acquisition expenses incurred during 1997 in connection with the reverse merger.

Liquidity and Capital Resources

Cash flow used by  operating  activities  was $16,390  for the six month  period
ended June 30, 1998,  as compared to $53,359 in cash flow  provided by operating
activities in the 1997 period.  The decrease in cash from  operating  activities
was primarily due to the net loss in 1998.

Cash flow used by investing activities was $225,103 in the period ended June 30,
1998,  compared  to $89,035  for June 30,  1997.  This is  primarily  due to the
purchase  of  additional  oil and  gas  properties.  Cash  flow  from  financing
activities  was $294,291 for the  period ended June 30, 1998,  compared to a use
of $9,805 for the same period in 1997.  This was due to  increases  in long-term
debt during 1998.

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



<PAGE>



PART II

OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------

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

Item 2.  Changes in Securities
------------------------------

None.

Item 3.  Default Upon Senior Securities
---------------------------------------

None

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

None.

Item 5.  Other Information
--------------------------

None.

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

The  following  Reports  were filed by the Company on Form 8-K during the Second
Quarter of 1998:

a.   A report on Form 8-K/A filed on May 1, 1998  reporting  an event under Item
     2.  Acquisition or  Disposition of Assets and Item 7. Financial  Statements
     and Exhibits.



                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



Date:   8/7/98              By:   /s/ Ray Reaves
                                  ----------------------------------------------
                                  Ray Reaves, Treasurer, Chief Financial Officer