U.S. SECURITIES AND EXCHANGE COMMISSION

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FORM 10-QSB/A-1

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[X]       Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2004

[  ]       Transition  Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period from __________ to _________

Commission file number: 0-9435

FieldPoint Petroleum Corporation

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

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

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

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.  YesX No

As of March 31, 2004, the number of shares outstanding of the Registrant's $.01 par value Common Stock was 7,580,175.

Transitional Small Business Disclosure Format (Check one):
                                                                             Yes NoX

PART I
Item 1. Condensed Consolidated Financial Statements

FieldPoint Petroleum Corporation

|                                                                                                                     | March 31,         | December 31,       
|-------------------------------------------------------------------------------------------------------------------- | ----------------- | -------------------
|                                                                                                                     | 2004              | 2003               
|ASSETS                                                                                                              
|CURRENT ASSETS:                                                                                                      | (unaudited)       | *                  
|Cash                                                                                                                 | $         188,086 | $       1,395,100  
|Short-term Investments                                                                                               | 554,243           | 67,428             
|Accounts receivable:                                                                                                 |                   |                    
|Oil and gas sales                                                                                                    | 258,573           | 260,043            
|Joint interest billings, less allowance for doubtful
                  accounts of $99,192 and $99,192, respectively | 72,941            | 72,530             
|Prepaid expenses and other current assets                                                                            | 38,005            | 22,535             
|Total current assets                                                                                                 | 1,111,848         | 1,817,636          
|PROPERTY AND EQUIPMENT:                                                                                              |                   |                    
|Oil and gas properties (successful efforts method):                                                                  |                   |                    
|Leasehold costs                                                                                                      | 5,665,240         | 5,188,060          
|Lease and well equipment                                                                                             | 1,379,202         | 1,004,939          
|Furniture and equipment                                                                                              | 51,482            | 51,482             
|Transportation equipment                                                                                             | 158,254           | 158,254            
|Less accumulated depletion and depreciation                                                                          | (2,233,496)       | (2,108,914)        
|Net property and equipment                                                                                           | 5,020,682         | 4,293,821          
|LONG-TERM JOINT INTEREST BILLING RECEIVABLE                                                                          | 65,184            | 65,184             
|OTHER ASSETS                                                                                                         | 14,297            | 4,297              
|Total assets                                                                                                         | $       6,212,011 | $        6,180,938 
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                
|CURRENT LIABILITIES:                                                                                                 |                   |                    
|Current portion of long-term debt                                                                                    | $       1,748,036 | $           266,324
|Accounts payable and accrued expenses                                                                                | 90,603            | 200,827            
|Oil and gas revenues payable                                                                                         | 54,938            | 60,898             
|Total current liabilities                                                                                            | 1,893,577         | 528,049            
|LONG-TERM DEBT, net of current portion                                                                               | -                 | 1,491,802          
|DEFERRED INCOME TAXES                                                                                                | 167,000           | 125,000            
|ASSET RETIREMENT OBLIGATION                                                                                          | 502,879           | 496,685            
|STOCKHOLDERS' EQUITY:                                                                                                |                   |                    
|Common stock, $.01 par value, 75,000,000 shares authorized;                                                          |                  
|7,580,175 and 7,580,175 shares issued and outstanding,                                                               |                  
|respectively                                                                                                         | 75,801            | 75,801             
|Additional paid-in capital                                                                                           | 2,583,887         | 2,583,887          
|Treasury stock, 160,000 shares of common stock                                                                       | (18,600)          | (18,600)           
|Retained earnings                                                                                                    | 1,007,467         | 898,314            
|Total stockholders' equity                                                                                           | 3,648,555         | 3,539,402          
|Total liabilities and stockholders' equity                                                                           | $       6,212,011 | $       6,180,938  

*  Derived from audited balances at December
31, 2003.

See accompanying notes to these consolidated financial statements

FieldPoint Petroleum Corporation

|                                                                   | For The Three Months Ended
|------------------------------------------------------------------ | --------------------------
|                                                                   | March 31,                 
|                                                                   | 2004                      
|REVENUE:                                                           | (unaudited)               
|Oil and gas sales                                                  | $        542,162          
|Well operational and pumping fees                                  | 29,967                    
|Total revenue                                                      | 572,129                   
|                                                                   |                           
|COSTS AND EXPENSES:                                                |                           
|Production expense                                                 | 184,849                   
|Depletion and depreciation                                         | 124,000                   
|General and administrative                                         | 91,145                    
|Total costs and expenses                                           | 399,994                   
|OTHER INCOME (EXPENSE):                                            |                           
|Interest income (expense), net                                     | (13,797)                  
|Miscellaneous                                                      | (3,185)                   
|Total other income (expense)                                       | (16,982)                  
|INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT                   | 155,153                   
|INCOME TAX PROVISION - CURRENT                                     | (4,000)                   
|INCOME TAX PROVISION - DEFERRED                                    | (42,000)                  
|INCOME  BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE | 109,153                   
|CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE                | -                         
|NET INCOME                                                         | $      109,153            
|NET INCOME PER SHARE BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE |                           
|BASIC                                                              | $            0.01         
|DILUTED                                                            | $            0.01         
|CUMULATIVE EFFECT OF ACCOUNTING CHANGE PER SHARE                   |                           
|BASIC                                                              | $                 -       
|DILUTED                                                            | $                 -       
|NET INCOME PER SHARE                                               |                           
|BASIC                                                              | $            0.01         
|DILUTED                                                            | $            0.01         
|WEIGHTED AVERAGE SHARES OUTSTANDING                                |                           
|BASIC                                                              | 7,420,175                 
|DILUTED                                                            | 7,444,665                 

See accompanying notes to these consolidated financial statements



FieldPoint Petroleum Corporation

|                                          | For The Three Months Ended
|----------------------------------------- | --------------------------
|                                          | March 31,                 
|                                          | 2004                      
|                                          | (unaudited)               
|CASH FLOWS FROM OPERATING ACTIVITIES:     |                           
|Net income                                | $      109,153            
|Adjustments to reconcile to net cash      |                           
|provided by operating activities:         |                           
|Depletion and depreciation                | 124,000                   
|Deferred Income Taxes                     | 42,000                    
|Cumulative effect of accounting change    | -                         
|Accretion expense                         | 6,194                     
|Changes in assets and liabilities:        |                           
|Accounts receivable                       | 1,059                     
|Prepaid expenses and other assets         | (25,470)                  
|Accounts payable and accrued expenses     | (110,224)                 
|Oil and gas revenues payable              | (5,960)                   
|Other                                     | 582                       
|Net cash provided by operating activities | 141,334                   
|CASH FLOWS FROM INVESTING ACTIVITIES:     |                           
|Purchase of short term investments        | (486,815)                 
|Purchase of oil and gas properties        | (851,443)                 
|Purchase of other property and equipment  | -                         
|Net cash used by investing activities     | (1,338,258)               
|CASH FLOWS FROM FINANCING ACTIVITIES:     |                           
|Repayments of long-term debt              | (10,090)                  
|Net cash used by financing activities     | (10,090)                  
|NET DECREASE IN CASH                      | (1,207,014)               
|CASH, beginning of the period             | 1,395,100                 
|CASH, end of the period                   | $      188,086            

See accompanying notes to these consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.       Nature of Business, Organization And Basis of Preparation And Presentation

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 Oklahoma, Texas, and Wyoming.

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, 2003.

2.       Recent Accounting  Pronouncements

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.

3.       Asset Retirement Obligations

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.  The Company adopted Statement 143 on January 1, 2003.  Upon adoption of Statement 143, the Company 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.

The following table shows the changes in the balance of the ARO during the three months ended March 31, 2004.

|Asset retirement obligation January 1, 2004   |  | $496,685 |  | 
|--------------------------------------------- |  | -------- |  | 
|Asset retirement accretion expense            |  | 6,194    |  | 
|Less: plugging cost                           |  | -        |  | 
|Asset retirement obligation at March 31, 2004 |  | $502,879 |  | 

4.       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.  Net income would have been adjusted as per the pro forma amounts as follows:

|                                                                                                             | Three Months EndedMarch 31,
|------------------------------------------------------------------------------------------------------------ | ---------------------------
|                                                                                                             | 2004                       
|Net Income                                                                                                   |                            
|As reported                                                                                                  | $      109,153             
|Deduct: Pro-forma stock-based compensation costs under the fair 
            value method net of related tax | 5,951                      
|Pro forma net income                                                                                         | $      103,202             
|Net Income per share, basic and diluted:                                                                     |                            
|As reported                                                                                                  | $              .01         
|Pro forma                                                                                                    | $             .01          

5.     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:

|                                                                                  | March 31,         
|--------------------------------------------------------------------------------- | ------------------
|                                                                                  | 2004              
|Numerator:                                                                        |                   
|Net income                                                                        | $     109,153     
|Numerator for basic and diluted earnings per share                                | 109,153           
|Denominator:                                                                      |                   
|Denominator for basic earnings per share - weighted average shares                | 7,420,175         
|Effect of dilutive securities:                                                    |                   
|Director stock options                                                            | 24,490            
|Dilutive potential common shares                                                  | 24,490            
|Denominator for diluted earnings per share - adjusted weighted    
average shares | 7,444,665         
|Basic earnings per share                                                          | $              .01
|Diluted earnings per share                                                        | $              .01

Outstanding stock options and warrants to purchase 904,000 and 1,455,916 shares of common stock outstanding at March 31, 2004 and 2003, respectively, have been excluded from the calculation of earnings per share as their effect would be
anti-dilutive.

6.       Stock Options

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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.
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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.

7.       Subsequent Event

In April 2004, the Company sold 100,000 equity units for an aggregate sales price of $65,000.  Each unit entitles the purchaser to one share of common stock and warrants to purchase 5 shares of common stock at exercise prices ranging from $.65 to $2.00 per share until expiration in April 2007.

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 categorises its operating expenses into the categories of production expenses and other expenses.

Comparison of three months ended March 31, 2004 to the three months ended March 31, 2003

Results of Operations

Revenues decreased 9% or $55,897 to $572,129 for the three month period ended March 31, 2004 from the comparable 2003 period. This was due to the overall decrease in oil and gas production.  Production volumes decreased 30% on a BOE basis.  Average oil sales prices increased 7% at $33.02 for the period ended March 31, 2004 compared to $30.63 for the period ended March 31, 2003.  Average gas sales prices increased 57% to $5.39 for the three-month period ended March 31, 2004 compared to $3.42 for the period ended March 31, 2002.

Production expenses decreased 62% or $115,686 to $184,849 for the three month period ended March 31, 2004 from the comparable 2003 period, this was primarily due to the decrease in oil and gas workovers in the form of remedial repairs and consulting fees.  Depletion and depreciation increased 21% or $22,000 to $124,000, this was primarily due to decreases in the oil and gas reserves.  General and administrative overhead cost decreased 5% or $4,920 to $91,145 for the three-month period ended March 31, 2004 from the three-month period ended March 31, 2003. This was attributable to a decrease in legal fees and administrative expense in the 2004 period.

Liquidity and Capital Resources

Cash flow provided by operating activities was $141,334 for the three-month period ended March 31, 2004, as compared to $137,218 in cash flow provided by operating activities in the 2003 period. The increase in cash from operating activities was primarily due to higher net income.

Cash flow used by investing activities was $1,338,258 in the period ended March 31, 2004, compared to $92,919 for March 31, 2003 period.  This was due to the purchase of additional oil and gas properties and equipment.  Cash flow used by financing activities was $10,090 for the period ended March 31, 2004, compared to cash flow used of $105,054 for the same period in 2003.  This decrease was primarily due to the decrease in the repayments of long term debt in the 2004 period.

PART IItem 3.Controls and Procedures

Ray Reaves, Chief Executive Officer and Chief Financial Officer of FieldPoint Petroleum Corporation, has established and is currently maintaining disclosure controls and procedures for the Company.  The disclosure controls and procedures have been designed to ensure that material information relating to the Company is made known to them as soon as it is known by others within the Company.

Our Chief Executive Officer and Chief Financial Officer conducts an update and a review and evaluation of the effectiveness of the Company's disclosure controls and procedures and have concluded, based on their evaluation as of the end of the period covered by this quarterly report, that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934.  There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the previously mentioned evaluation.

PART II
OTHER INFORMATION

Item 1.  Legal Proceedings

None.

Item 2.  Changes in Securities

Stock Options

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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 $0.55 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.
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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.

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

| | Exhibits                                                                                                                                                                                                                                     
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 31                                                                                                                                                                                                                                           
| | 32                                                                                                                                                                                                                                           
| | Reports on Form 8-K                                                                                                                                                                                                                          
| | On March 26, 2004, the Company filed a Current Report on Form 8-K dated March 11, 2004, regarding the purchase of a  working interest in oil and gas properties located in the Lusk Field in Lea County, New Mexico from PXP Gulf Coast, Inc.

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.

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Date:May 24, 2004</R> | By:    /s/ Ray Reaves   Ray Reaves, President, Chief Executive
   Officer, Treasurer and Chief Financial Officer
|------------------------- | ----------------------------------------------------------------------------------------------------------------