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 March 31, 1999

[ ]      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 April 30, 1999, the number of shares  outstanding of the Registrant's $.01
par value Common Stock was 5,166,959.

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
                                                                                March 31,     December 31,
                                                                                   1999          1998  
                                                                               ------------   ------------
CURRENT ASSETS:                                                                 (unaudited)
<S>                                                                            <C>            <C>


  Cash                                                                         $    85,735    $     1,375
         Trading securities                                                          2,880          2,880
  Accounts receivable:
         Due from investor                                                            --            9,000
         Oil and gas sales                                                          58,198         50,026
         Joint interest billings, less allowance for doubtful
              accounts of $20,000                                                   76,459         67,225
  Income taxes recoverable                                                          52,200         48,000
  Prepaid expenses                                                                   2,535          2,535
                                                                               -----------    -----------
                  Total current assets                                             278,007        181,041
PROPERTY AND EQUIPMENT:
  Oil and gas properties (successful efforts method):
         Unproved leasehold costs                                                     --          180,000
Proved leasehold costs                                                           1,296,950      1,115,176
         Lease and well equipment                                                  176,321        172,860
  Furniture and equipment                                                           31,432         31,432
  Transportation equipment                                                          74,945         74,945
  Less accumulated depletion and depreciation                                     (559,258)      (523,258)
                                                                               -----------    -----------
                  Net property and equipment                                     1,020,390      1,051,155
EARNEST MONEY DEPOSIT                                                               40,000         40,000
OTHER ASSETS                                                                        16,815         16,815
                                                                               -----------    -----------
                  Total assets                                                 $ 1,355,212    $ 1,289,011
                                                                               ===========    ===========

                                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt                                            $   242,788    $   449,500
  Accounts payable and accrued expenses                                            128,385        128,347
  Oil and gas revenues payable                                                      66,969         62,538
  Due to related party                                                              20,000         15,000
                                                                               -----------    -----------
Total current liabilities                                                          458,142        655,385
LONG-TERM DEBT, net of current portion                                             315,058        374,070
COMMMITMENTS
STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value, 75,000,000 shares authorised;
 5,166,759 and 4,613,259 shares issued and outstanding,
     respectively                                                                   51,667         46,132
  Additional paid-in capital                                                       457,943        117,723
  Treasury stock, 205,000 and 210,000 shares, at cost                               (2,050)        (2,100)
  Retained earnings                                                                 74,452         97,801
                                                                               -----------    -----------
                  Total stockholders' equity                                       582,012        259,556
                                                                               -----------    -----------
                  Total liabilities and stockholders' equity                   $ 1,355,212    $ 1,289,011
                                                                               ===========    ===========
</TABLE>


        See accompanying notes to these consolidated financial statements


<PAGE>

<TABLE>

<CAPTION>

                        FieldPoint Petroleum Corporation
      CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                                                                    March 31,    
                                                          --------------------------
                                                              1999           1998                  
                                                          -----------    -----------
REVENUE:                                                  (unaudited)    (unaudited)
<S>                                                       <C>            <C>


  Oil and gas sales                                       $    98,515    $   103,953
  Well operational and pumping fees                            33,143         46,658
                                                          -----------    -----------
Total revenue                                                 131,658        150,611

COSTS AND EXPENSES:
  Production expense                                           28,359         68,968
  Depletion and depreciation                                   36,000         30,750
  General and administrative                                   76,661         98,228
                                                          -----------    -----------
                  Total costs and expenses                    141,020        197,946

OTHER INCOME (EXPENSE):
  Interest income (expense), net                              (18,344)       (11,991)
  Miscellaneous                                                   157          4,578
                                                          -----------    -----------
                  Total other income (expense)                (18,187)        (7,413)
                                                          -----------    -----------

INCOME (LOSS) BEFORE INCOME TAXES                             (27,549)       (54,748)
INCOME TAX BENEFIT (PROVISION) CURRENT                          4,200         15,300
                                                          -----------    -----------
NET AND COMPREHENSIVE INCOME (LOSS)                           (23,349)       (39,448)
BASIC AND DILUTED NET AND
         COMPREHENSIVE INCOME (LOSS)                             (.01)          (.01)
                                                          -----------    -----------
                    WEIGHTED AVERAGE SHARES OUTSTANDING     4,661,937      4,413,259
                                                          ===========    ===========


</TABLE>


        See accompanying notes to these consolidated financial statements


<PAGE>

<TABLE>

<CAPTION>

                        FieldPoint Petroleum Corporation
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                        March 31,   
                                                                  ------------------------                       
                                                                    1999         1998   
                                                                  -----------  -----------
                                                                  (unaudited)  (unaudited)
<S>                                                               <C>          <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income (loss)                                               $ (23,349)   $ (39,448)
  Adjustments to reconcile to net cash by operating activities:
      Depletion and depreciation                                     36,000       30,750
      Options issued for services                                      --          9,732
  Changes in assets and liabilities:
      Accounts receivable                                            (8,406)      (3,879)
      Income taxes recoverable                                       (4,200)     (15,300)
      Prepaid expenses and other assets                                --           (900)
      Accounts payable and accrued expenses                              38       (5,924)
      Oil and gas revenues payable                                    4,431       (2,467)
      Due to related party                                            5,000         --   
                                                                  ---------    ---------
         Net cash (used) provided by operating activities             9,514      (27,436)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of oil and gas properties                                 (5,235)    (202,250)
  Purchase of furniture and equipment                                  --           (390)
  Decrease (increase) in restricted cash                               --         14,000
                                                                  ---------    ---------
         Net cash used by investing activities                       (5,235)    (188,640)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                                         --        250,000
  Repayments of long-term debt                                     (265,724)     (40,260)
  Proceeds from sales of common stock, net of offering fees         338,633         --
  Proceeds from sales of treasury stock                               7,172         --   
                                                                  ---------    ---------

         Net cash provided by financing activities                   80,081      209,380
                                                                  ---------    ---------



NET INCREASE (DECREASE) IN CASH                                      84,360       (6,696)

CASH, beginning of the period                                         1,375       48,457
                                                                  ---------    ---------

CASH, end of the period                                           $  85,735    $  41,761
                                                                  =========    =========

SUPPLEMENTAL INFORMATION:
  Cash paid during the period for interest                        $  18,344    $  12,675
                                                                  =========    =========
  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 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 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, 1998.


2. 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 March 31, 1998.  The  consultant
exercised 20,000 options during the period ended March 31, 1999.

On March 25, 1999 the Company  issued 533,500 shares of common stock through its
ongoing  unit  offering  priced at $0.75 per unit,  each unit consist of one (1)
share of common stock and one (1) class A warrant.




<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.
During the period the Company began  raising  capital by selling stock through a
Private  placement.  The Company  categorises  its  operating  expenses into the
categories of production expenses and other expenses.

Comparison  of three months ended March 31, 1999 to the three months ended March
31, 1998
--------------------------------------------------------------------------------

Results of Operations

Revenues  decreased  13% or $18,953 to $131,658 for the three month period ended
March 31,  1999 from the  comparable  1998  period.  This was due to the overall
decrease in the average price received for oil and gas sales. Production volumes
increased 12% on a BOE basis.  Average oil sales prices  decreased 24% to $10.41
for the period  ended  March 31, 1999  compared  to $13.68 for the period  ended
March  31,  1998.  Average  gas  sales  prices  decreased  6% to  $1.24  for the
three-month  period ended March 31, 1999  compared to $1.32 for the period ended
March 31, 1998.

Production  expenses  decreased  59% or $40,609 to $28,359  for the three  month
period ended March 31, 1999 from the comparable 1998 period,  this was primarily
due to expenses  related to  repairing  a casing leak on the Wyoming  property's
Elkhorn #16 injection  well during the 1998 period.  Depletion and  depreciation
increased slightly due to the purchase of additional oil and gas properties, and
related  equipment.  General and  administrative  overhead cost decreased 22% or
$21,567 to $76,661  for the  three-month  period  ended  March 31, 1999 from the
three-month period ended March 31, 1998. This was attributable to a reduction in
legal fees booked  during the 1999 period and cost related to an option  granted
during the 1998 period pursuant to SFAS 123.

Liquidity and Capital Resources

Cash flow provided by operating activities was $9,514 for the three-month period
ended March 31,  1999,  as  compared  to $27,436 in cash flow used by  operating
activities in the 1998 period.  The increase in cash from  operating  activities
was primarily due to a lower net loss.

Cash flow used by investing  activities was $5,235 in the period ended March 31,
1999,  compared to $188,640  for March 31, 1997.  This is  primarily  due to the
purchase  of  additional  oil and  gas  properties.  Cash  flow  from  financing
activities was $80,081 for the period ended March 31, 1999, compared to $209,380
for the same period in 1998.  This was due to the issuance of common stock,  and
increases in long-term debt offset by repayments of long-term debt.

The Company cannot predict how prices will vary during 1999 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>

Impact of Year 2000

The Company is  assessing  the impact of the year 2000 issue on its  operations,
including the development  and  implemention of project plans and cost estimates
required to make its information systems Year 2000 compliant.  Based on existing
information,  the Company believes that anticipated spending necessary to become
Year 2000 compliant will not have a material  effect on the financial  position,
cash flows or results of operations  of the Company.  There can be no assurance,
however, as to the ultimate effect of the Year 2000 issue on the Company.

PART II

OTHER INFORMATION

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

The Company is a party to a lawsuit  arising in the ordinary course of business.
In the opinion of management, final judgement or settlement, if any, that may be
awarded or entered into in  connection  with this suit would not have a material
adverse effect on the Company's financial position or results of operations.

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

SALE OF RESTRICTED SECURITIES. During the three months ended March 31, 1999, the
Company sold  approximately  18 Units,  each Unit consisting of 30,000 shares of
Common Stock and 30,000  Warrants to purchase  Common Stock, at a purchase price
of $22,500 per Unit. Each Warrant is exercisable to purchase one share of Common
Stock at $1.25 per share until  expiration in May 2002. In connection  with such
sales the Company paid cash  commissions to W.B. McKee  Securities,  Inc. in the
amount of $40,012.50.

With respect to these sales, the Company relied on Section 4 (2) of the Act, and
Rule 501 and Rule 506 of Regulation D promulgated thereunder. The investors were
given a copy of a Private Placement Memorandum containing information concerning
the Company,  a Form D was filed with the SEC and the Company  complied with the
other applicable requirements or Rule 501 and 506.


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 First
Quarter of 1999:

a.   A report on Form 8-K filed on January  12,  1999  reporting  an event under
     Item 2. Acquisition or Disposition of Assets.








                                   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:   4/30/99                   By:   /s/ Ray Reaves  
                                      ------------------------------------------
                                  Ray Reaves, Treasurer, Chief Financial Officer