U.S. SECURITIES AND EXCHANGE COMMISSION



FORM 10-QSB

[X]       Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2005

[   ]       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)

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 
    Yes  NoX

As of October 31, 2005, the number of shares outstanding of the Registrant's $.01 par value Common Stock was 7,960,175.

Transitional Small Business Disclosure Format (Check one):   YesNoX

PART I
Item 1. Condensed Consolidated Financial Statements

FieldPoint Petroleum Corporation

|ASSETS                                                                                      
|--------------------------------------------------------------------------------------------
|                                                                                            
|                                                                                            
|CURRENT ASSETS:                                                                             
|Cash and cash equivalents                                                                   
|Short-term investments                                                                      
|Accounts receivable:                                                                        
|Oil and gas sales                                                                           
|Disposal fees                                                                               
|Joint interest billings, less allowance for doubtful
        accounts of $99,192 each period
|Prepaid expenses and other current assets                                                   
|Total current assets                                                                        
|PROPERTY AND EQUIPMENT:                                                                     
|Oil and gas properties (successful efforts method):                                         
|Proved leasehold costs                                                                      
|Lease and well equipment                                                                    
|Furniture and equipment                                                                     
|Transportation equipment                                                                    
|Less accumulated depletion and depreciation                                                 
|Net property and equipment                                                                  
|                                                                                            
|LONG-TERM JOINT INTEREST BILLING RECEIVABLE                                                 
|Less allowance for doubtful accounts of $44,624                                             
|Total assets                                                                                
|                                                                                            
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                        
|CURRENT LIABILITIES:                                                                        
|Current portion of long-term debt                                                           
|Accounts payable and accrued expenses                                                       
|Oil and gas revenues payable                                                                
|Total current liabilities                                                                   
|                                                                                            
|DEFERRED INCOME TAXES                                                                       
|ASSET RETIREMENT OBLIGATION                                                                 
|                                                                                            
|COMMITMENTS                                                                                 
|STOCKHOLDERS' EQUITY:                                                                       
|Common stock, $.01 par value, 75,000,000 shares authorized;                                 
|7,960,175 and 7,680,175 shares issued, respectively                                         
|Additional paid-in capital                                                                  
|Treasury stock, 160,000 shares, at cost                                                     
|Retained earnings                                                                           
|Total stockholders' equity                                                                  
|Total liabilities and stockholders' equity                                                  



See accompanying notes to these condensed consolidated financial statements.



FieldPoint Petroleum Corporation

|                                       | Three Months Ended | Nine Months Ended   
|-------------------------------------- | ------------------ | --------------------
|                                       | September 30,      | September 30,       
|                                       | 2005               | 2004                
|REVENUE:                               |                    |                     
|Oil and gas sales                      | $         985,853  | $       866,856     
|Well operational and pumping fees      | 29,968             | 29,968              
|Disposal fees                          | 10,000             | -                   
|Total revenue                          | 1,025,821          | 896,824             
|                                       |                    |                     
|COSTS AND EXPENSES:                    |                    |                     
|Production expense                     | 313,755            | 357,333             
|Exploration expense                    | 103,570            | -                   
|Depletion and depreciation             | 106,271            | 135,000             
|General and administrative             | 167,415            | 100,957             
|Total costs and expenses               | 691,011            | 593,290             
|                                       |                    |                     
|OTHER INCOME (EXPENSE):                |                    |                     
|Interest income (expense), net         | (18,709)           | (21,893)            
|Realized gain on investments           | 1,396              | 2,813               
|Gain on derivative                     | -                  | 5,000               
|Unrealized gain on investments         | 17,768             | -                   
|Gain on sale of oil and gas properties | -                  | -                   
|Miscellaneous                          | 179                | 341                 
|Total other income (expense)           | 634                | (13,739)            
|                                       |                    |                     
|INCOME BEFORE INCOME TAXES             | 335,444            | 289,795             
|                                       |                    |                     
|INCOME TAX (PROVISION) CURRENT         | (6,576)            | (54,000)            
|INCOME TAX (PROVISION) DEFERRED        | (80,000)           | -                   
|                                       |                    |                     
|NET INCOME                             | $       248,868    | $         235,795   
|                                       |                    |                     
|NET INCOME  PER SHARE:                 |                    |                     
|BASIC                                  | $             0.03 | $               0.03
|DILUTED                                | $             0.03 | $               0.03
|                                       |                    |                     
|WEIGHTED AVERAGE SHARES OUTSTANDING:   |                    |                     
|BASIC                                  | 7,868,001          | 7,520,175           
|DILUTED                                | 8,551,434          | 7,678,541           
|                                       |                    |                     



See accompanying notes to these condensed consolidated financial statements.



FieldPoint Petroleum Corporation

|                                                        | September 30,    
|------------------------------------------------------- | -----------------
|                                                        | 2005             
|                                                        |                  
|CASH FLOWS FROM OPERATING ACTIVITIES:                   |                  
|Net income                                              | $        773,149 
|Adjustments to reconcile to net cash                    |                  
|provided by operating activities:                       |                  
|Purchase of short-term investments                      | (75,904)         
|Proceeds from sale of short-term investments            | 133,550          
|Realized gains on disposition of short-term investments | (28,962)         
|Unrealized holding gains on short-term investments      | (15,789)         
|Gain on sale of properties                              | (85,000)         
|Income tax benefit on exercise of stock options         | 263,000          
|Depletion and depreciation                              | 319,489          
|Deferred income taxes                                   | 118,900          
|Accretion expense                                       | 18,582           
|Changes in assets and liabilities:                      |                  
|Accounts receivable                                     | (57,928)         
|Prepaid expenses and other assets                       | -                
|Accounts payable and accrued expenses                   | 39,204           
|Oil and gas revenues payable                            | 24,209           
|Other                                                   | (229)            
|Net cash provided by operating activities               | 1,426,271        
|                                                        |                  
|CASH FLOWS FROM INVESTING ACTIVITIES:                   |                  
|Purchase of oil and gas properties                      | (784,146)        
|Proceeds from sale of properties                        | 185,000          
|Net cash used in investing activities                   | (599,146)        
|                                                        |                  
|CASH FLOWS FROM FINANCING ACTIVITIES:                   |                  
|Repayments of long-term debt                            | (746,315)        
|Proceeds from exercise of common stock options          | 144,000          
|Net cash used in financing activities                   | (602,315)        
|                                                        |                  
|NET INCREASE (DECREASE) IN CASH                         | 224,810          
|                                                        |                  
|CASH, beginning of the period                           | 458,447          
|                                                        |                  
|CASH, end of the period                                 | $         683,257



See accompanying notes to these condensed 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 New Mexico, 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, 2004.  The results of operations are not necessarily indicative of the results to be expected for the full year.

2.

In April 2005, the FASB issued Staff Interpretation No. 19-1 ("FSP 19-1") Accounting for Suspended Well Costs, which provides guidance on the accounting for exploratory well costs and proposes an amendment to FASB Statement No. 19 ("FASB 19"), Financial Accounting and Reporting by Oil and Gas Producing Companies.  The guidance in FSP 19-1 applies to enterprises that use the successful efforts method of accounting as described in FASB 19.  The guidance in FSP 19-1 will not have a material impact our consolidated financial position, results of operations, or cash flows.

3.       Asset Retirement Obligation

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 asset retirement obligation in the period in which it was incurred.

The following table shows the changes in the balance of the ARO during the nine months ended September 30, 2005:

|Asset retirement obligation January 1, 2005       |  | 521,461
|------------------------------------------------- |  | -------
|Asset retirement accretion expense                |  | 18,582 
|Less: plugging cost                               |  | -      
|Asset retirement obligation at September 30, 2005 |  | 540,043

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 EndedSeptember 30, |  | Nine Months EndedSeptember 30,
|------------------------------------------------------------------------------------------------------- | ------------------------------- |  | ------------------------------
|                                                                                                        | 2005                            |  | 2004                          
|Net income                                                                                              |                                 |  |                               
|As reported                                                                                             | $    248,868                    |  | $  235,795                    
|Deduct: Pro-forma stock-based 
   compensation costs under the fair value 
   method net of related tax | -                               |  | (22,000)                      
|Pro forma net income                                                                                    | $   248,868                     |  | $  213,795                    
|Net income per share, basic and diluted:                                                                |                                 |  |                               
|                                                                                                        |                                 |  |                               
|As reported                                                                                             |                                 |  |                               
|Basic                                                                                                   | .03                             |  | .03                           
|Diluted                                                                                                 | .03                             |  | .03                           
|                                                                                                        |                                 |  |                               
|Pro forma                                                                                               |                                 |  |                               
|Basic                                                                                                   | .03                             |  | .03                           
|Diluted                                                                                                 | .03                             |  | .03                           

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:

|                                                                                    | Three Months EndedSeptember 30, |  | Nine Months EndedSeptember 30,
|----------------------------------------------------------------------------------- | ------------------------------- |  | ------------------------------
|                                                                                    | 2005                            |  | 2004                          
|Numerator:                                                                          |                                 |  |                               
|Net income                                                                          | $     248,868                   |  | $   235,795                   
|Numerator for basic and diluted earnings per 
          share                       | 248,868                         |  | 235,795                       
|                                                                                    |                                 |  |                               
|Denominator:                                                                        |                                 |  |                               
|Denominator for basic earnings per share - 
      weighted average shares           | 7,868,001                       |  | 7,520,175                     
|                                                                                    |                                 |  |                               
|Effect of dilutive securities:                                                      |                                 |  |                               
|Director stock options                                                              | 337,384                         |  | 153,906                       
|Warrants                                                                            | 346,049                         |  | 4,460                         
|Dilutive potential common shares                                                    | 683,433                         |  | 158,366                       
|                                                                                    |                                 |  |                               
|Denominator for diluted earnings per share - adjusted
      weighted average shares | 8,551,434                       |  | 7,678,541                     
|Basic earnings per share                                                            | $            .03                |  | $           .03               
|Diluted earnings per share                                                          | $            .03                |  | $           .03               

6.      Stockholder's Equity

During the second quarter, the Company issued 100,000 common shares to a director upon exercise of outstanding options at $.055 per share. During the third quarter, the Company issued 175,000 common shares to directors and 5,000 common shares to the controller upon exercise of outstanding options ranging from $.37 to $.65 per share.  Proceeds and the associated tax benefit were credited to additional paid in capital.



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 Condensed Consolidated 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 categorizes its operating expenses into the categories of production expenses and other expenses.

Comparison of three months ended September 30, 2005 to the three months ended September 30, 2004

Results of Operations

Revenues increased 14% or $128,997 to $1,025,821 for the three month period ended September 30, 2005 from the comparable 2004 period, this was due primarily to the overall increase in oil and gas prices.  Production volumes decreased on a BOE basis to 18,756 compared to 22,335 this was due to wells that were down waiting on workover rigs.  Average oil sales prices increased 44% to $57.95 for the period ended September 30, 2005 compared to $40.14 for the period ended September 30, 2004.  Average gas sales prices increased 9% to $5.51 for the three month period ended September 30, 2005 compared to $5.05 for the period ended September 30, 2004.

|                                    | Quarter Ended September 30,
|----------------------------------- | ---------------------------
|                                    | 2005                       
|Oil Production                      | 14,692                     
|Average Sales Price Per Bbl ($/Bbl) | $    57.95                 
|                                    |                            
|Gas Production                      | 24,386                     
|Average Sales Price Per Mcf ($/Mcf) | $      5.51                

Production expenses decreased 12% or $43,578 to $313,755 for the three month period ended September 30, 2005 from the comparable 2004 period, this was primarily due to the acquisition of oil and gas properties in the state of New Mexico in 2004 and additional workovers in the form of remedial repairs in the 2004 period.  The Company incurred $103,570 in exploration expense as a result of drilling one unsuccessful well during the 2005 period.  Depletion and depreciation decreased 21% or $28,729 to $106,271 this was primarily due to increases in oil and gas reserves resulting in a lower current period depletion rate.  General and administrative overhead cost increased 66% or $66,458 to $167,415 for the three month period ended September 30, 2005 from the three month period ended 2004.  This was primarily due to an increase in investor relations and administrative expenses.

Net other income for the three months ended September 30, 2005 was $634 compared to other expense of $13,739 for the 2004 period. This increase was primarily due to unrealized gain on investment during September 2005 period.

Comparison of nine months ended September 30, 2005 to the nine months ended September 30, 2004

Results of Operations

Revenues increased 31% or $658,676 to $2,807,550 for the nine month period ended September 30, 2005 from $2,148,874 for the comparable 2004 period due to the overall increase in oil and gas prices. Production volumes decreased slightly on a BOE basis to 57,556 from 59,092 in the 2004 period. Average oil sales prices increased 38% to $50.29 for the period ended September 30, 2005 compared to $36.37 for the period ended September 30, 2004. Average gas sales prices increased 14% to $5.10 for the nine month period ended September 30, 2005 compared to $4.48 for the period ended September 30, 2004.

|                                    | Quarter Ended September 30,
|----------------------------------- | ---------------------------
|                                    | 2005                       
|Oil Production                      | 46,396                     
|Average Sales Price Per Bbl ($/Bbl) | $  50.29                   
|                                    |                            
|Gas Production                      | 66,958                     
|Average Sales Price Per Mcf ($/Mcf) | $    5.10                  

Production expenses decreased 4% or $33,992 to $849,191 for the nine month period ended September 30, 2005 from the comparable 2004 period, this was primarily due to the decrease in workovers and remedial repairs for the period ended September 30, 2005.  The Company incurred $103,570 in exploration expense as result of drilling one unsuccessful well during the 2005 period.  Depletion and depreciation expense decreased 18% to $319,489, this was due to the increase in leasehold and related equipment during the period ended September 30, 2004 compared to the 2005 period. General and administrative overhead cost increased 47% or $146,035 to $459,570 for the nine month period ended September 30, 2005 from the nine month period ended September 30, 2004. This was attributable to an increase in salaries, investor relations and administrative expenses.

Net other income for the nine months ended September 30, 2005 was $80,295 compared to other expense of $36,716 for the comparable 2004 period. The increase was primarily due to a gain on sale of property and gains on investments in 2005.

Liquidity and Capital Resources

Cash flow provided by operating activities was $1,426,271 for the nine month period ended September 30, 2005, as compared to $141,609 in cash flow provided by operating activities in the 2004 period. The increase in cash from operating activities was primarily due to increased net income and proceeds from disposition of short-term investments.

Cash flow used in investing activities was $599,146 for the period ended September 30, 2005 as compared to $1,020,918 used in investing activities for the period ended September 30, 2004.  This decrease was primarily due to the acquisition of oil and gas properties, in 2004 offset by proceeds from sale of properties in 2005.  Cash flow used in financing activities was $602,315 for the period ended September 30, 2005, compared to a cash flow used in financing activities of $112,384 for the same period in 2004, the decrease was due to repayments of long term debt offset by proceeds from the exercise of common stock options.



PART I
Item 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 within 90 days of the filing of this 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.  Unregistered Sales of Equity Securities and Use of Proceeds

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

Exhibits

| | 31 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | -- | -----------------------------------------------------------------------
| | 32 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Reports on Form 8-K

| | 1. | Current Report on Form 8-K dated August 23, 2005, as filed with the Commission on August 24, 2005.      
| | -- | --------------------------------------------------------------------------------------------------------
| | 2. | Current Report on Form 8-K dated September 8, 2005, as filed with the Commission on September 9, 2005.  
| | 3. | Current Report on Form 8-K dated September 15, 2005, as filed with the Commission on September 19, 2005.



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:November 10, 2005 | By:    /s/ Ray Reaves   Ray Reaves, Treasurer, Chief Financial Officer
|---------------------- | ----------------------------------------------------------------------