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 June 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

As of July 29, 2005, the number of shares outstanding of the Registrant's $.01 par value Common Stock was 7,780,175.

Transitional Small Business Disclosure Format (Check one):  YesNoX



PART I
Item 1. Condensed Consolidated Financial Statements

FieldPoint Petroleum Corporation

ASSETS

|                                                                                  | June 30,            | December 31,       
|--------------------------------------------------------------------------------- | ------------------- | -------------------
|                                                                                  | 2005                | 2004               
|CURRENT ASSETS:                                                                   | (unaudited)         | *                  
|Cash                                                                              | $         804,462   | $           458,447
|Short-term investments                                                            | 627,071             | 652,263            
|Accounts receivable:                                                              |                     |                    
|Oil and gas sales                                                                 | 371,009             | 346,859            
|Disposal fees                                                                     | 16,000              | -                  
|Joint interest billings, less allowance for doubtful 
        accounts of $99,192 | 96,394              | 98,304             
|Prepaid expenses and other current assets                                         | 119,035             | 74,036             
|Total current assets                                                              | 2,033,971           | 1,629,909          
|                                                                                  |                     |                    
|PROPERTY AND EQUIPMENT:                                                           |                     |                    
|Oil and gas properties (successful efforts method):                               |                     |                    
|Leasehold costs                                                                   | 6,105,750           | 5,956,494          
|Lease and well equipment                                                          | 1,670,635           | 1,416,482          
|Furniture and equipment                                                           | 55,001              | 55,001             
|Transportation equipment                                                          | 158,254             | 158,254            
|Less accumulated depletion and depreciation                                       | (2,824,524)         | (2,611,305)        
|Net property and equipment                                                        | 5,165,116           | 4,974,926          
|                                                                                  |                     |                    
|LONG-TERM JOINT INTEREST BILLING 
     RECEIVABLE                                 |                     |                    
|Less allowance for doubtful accounts of $44,624                                   | 38,157              | 54,721             
|Total assets                                                                      | $        7,237,244  | $        6,659,556 
|                                                                                  |                     |                    
|LIABILITIES AND STOCKHOLDERS' EQUITY                                             
|CURRENT LIABILITIES:                                                             
|Current portion of long-term debt                                                 | $        1,204,685  | $       1,496,775  
|Accounts payable and accrued expenses                                             | 234,627             | 70,826             
|Oil and gas revenues payable                                                      | 96,785              | 82,377             
|Total current liabilities                                                         | 1,536,097           | 1,649,978          
|                                                                                  |                     |                    
|DEFERRED INCOME TAXES                                                             | 403,900             | 365,000            
|ASSET RETIREMENT OBLIGATION                                                       | 533,849             | 521,461            
|STOCKHOLDERS' EQUITY:                                                             |                     |                    
|Common stock, $.01 par value, 75,000,000 shares authorized;                       |                    
|7,780,175 and 7,680,175 shares issued and outstanding,                            |                    
|respectively                                                                      | 77,801              | 76,801             
|Additional paid-in capital                                                        | 2,762,887           | 2,647,887          
|Treasury stock, 160,000 shares of common stock                                    | (18,600)            | (18,600)           
|Retained earnings                                                                 | 1,941,310           | 1,417,029          
|Total stockholders' equity                                                        | 4,747,398           | 4,123,117          
|Total liabilities and stockholders' equity                                        | $         7,237,244 | $       6,659,556  

* Derived from audited balances at December 31, 2004.

See accompanying notes to these condensed financial statements.



FieldPoint Petroleum Corporation

|                                    | For The Three Months Ended
|----------------------------------- | --------------------------
|                                    | June 30,                  
|                                    | 2005                      
|REVENUE:                            | (unaudited)               
|Oil and gas sales                   | $         861,355         
|Well operational and pumping fees   | 29,968                    
|Disposal Fees                       | 16,736                    
|Total revenue                       | 908,059                   
|                                    |                           
|COSTS AND EXPENSES:                 |                           
|Production expense                  | 233,086                   
|Depletion and depreciation          | 110,500                   
|General and administrative          | 160,520                   
|Total costs and expenses            | 504,106                   
|                                    |                           
|OTHER INCOME (EXPENSE):             |                           
|Interest income (expense), net      | (23,199)                  
|Realized gain on investment         | 2,342                     
|Unrealized gain on investment       | (26,979)                  
|Gain on sale of properties          | 78,945                    
|Miscellaneous                       | 19,659                    
|Total other income (expense)        | 50,768                    
|                                    |                           
|INCOME BEFORE INCOME TAXES          | 454,721                   
|                                    |                           
|INCOME TAX PROVISION-CURRENT        | (178,200)                 
|INCOME TAX PROVISION-DEFERRED       | 4,000                     
|                                    |                           
|NET INCOME                          | 280,521                   
|                                    |                           
|NET INCOME  PER SHARE               |                           
|BASIC                               | 0.04                      
|DILUTED                             | 0.03                      
|                                    |                           
|WEIGHTED AVERAGE SHARES OUTSTANDING |                           
|BASIC                               | 7,709,845                 
|DILUTED                             | 8,388,908                 
|                                    |                           
|                                    |                           

See accompanying notes to these condensed financial statements.



FieldPoint Petroleum Corporation

|                                    | For The Six Months Ended
|----------------------------------- | ------------------------
|                                    | June 30,                
|                                    | 2005                    
|REVENUE:                            | (unaudited)             
|Oil and gas sales                   | 1,689,057               
|Well operational and pumping fees   | 59,936                  
|Disposal Fees                       | 32,736                  
|Total revenue                       | 1,781,729               
|                                    |                         
|COSTS AND EXPENSES:                 |                         
|Production expense                  | 535,436                 
|Depletion and depreciation          | 213,218                 
|General and administrative          | 292,155                 
|Total costs and expenses            | 1,040,809               
|                                    |                         
|OTHER INCOME (EXPENSE):             |                         
|Interest income (expense)           | (45,651)                
|Realized gain on investments        | 27,566                  
|Unrealized gain on investments      | (1,979)                 
|Gain on sale of properties          | 85,000                  
|Miscellaneous                       | 14,724                  
|Total other income (expense)        | 79,661                  
|                                    |                         
|INCOME BEFORE INCOME TAXES          | 820,581                 
|                                    |                         
|INCOME TAX PROVISION-CURRENT        | (257,400)               
|INCOME TAX PROVISION-DEFERRED       | (38,900)                
|                                    |                         
|NET INCOME                          | 524,281                 
|                                    |                         
|NET INCOME PER SHARE                |                         
|BASIC                               | $              0.07     
|DILUTED                             | $               0.06    
|                                    |                         
|WEIGHTED AVERAGE SHARES OUTSTANDING |                         
|BASIC                               | 7,694,311               
|DILUTED                             | 8,390,819               

See accompanying notes to these condensed financial statements.



FieldPoint Petroleum Corporation

|                                                        | June 30,      
|------------------------------------------------------- | --------------
|                                                        | 2005          
|                                                        | (unaudited)   
|CASH FLOWS FROM OPERATING ACTIVITIES:                   |               
|Net income                                              | $     524,281 
|Adjustments to reconcile to net cash                    |               
|provided by operating activities:                       |               
|Purchase of  short term investments                     | (75,904)      
|Proceeds of short term investments                      | 126,912       
|Unrealized holding losses on short term investments     | 1,979         
|Realized gains on disposition of short term investments | (27,566)      
|Gain on sale of properties                              | (85,000)      
|Income tax benefit on exercise of stock options         | 61,000        
|Depletion and depreciation                              | 213,218       
|Deferred income taxes                                   | 38,900        
|Accretion expense                                       | 12,388        
|Changes in assets and liabilities:                      |               
|Accounts receivable                                     | (21,676)      
|Prepaid expenses and other assets                       | (44,999)      
|Accounts payable and accrued expenses                   | 163,801       
|Oil and gas revenues payable                            | 14,408        
|Other                                                   | (229)         
|Net cash provided (used) by operating activities        | 901,513       
|                                                        |               
|CASH FLOWS FROM INVESTING ACTIVITIES:                   |               
|Additions to oil and gas properties                     | (503,408)     
|Proceeds from sale of  property                         | 185,000       
|Net cash (used) by investing activities                 | (318,408)     
|                                                        |               
|CASH FLOWS FROM FINANCING ACTIVITIES:                   |               
|Repayments of long-term debt                            | (292,090)     
|Proceeds from exercise of stock options                 | 55,000        
|Net cash (used) by financing activities                 | (237,090)     
|                                                        |               
|NET INCREASE (DECREASE) IN CASH                         | 346,015       
|                                                        |               
|CASH, beginning of the period                           | 458,447       
|CASH, end of the period                                 | $      804,462
|                                                        |               

See accompanying notes to these condensed 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.

2.

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 Ended
June 30, |  | Six Months Ended
June 30,
|----------------------------------------------------------------------------------------------- | --------------------------- |  | -------------------------
|                                                                                                | 2005                        |  | 2004                     
|Net Income                                                                                      |                             |  |                          
|                                                                                                |                             |  |                          
|As reported                                                                                     | $     280,521               |  | $     60,258             
|                                                                                                |                             |  |                          
|Deduct: Pro-forma stock-based compensation costs under the fair value method net of related tax |                             |  | (5,951)                  
|                                                                                                |                             |  |                          
|Pro forma net income                                                                            | $    280,521                |  | $    54,307              
|                                                                                                |                             |  |                          
|Net Income per share, basic and diluted:                                                        |                             |  |                          
|                                                                                                |                             |  |                          
|As reported, basic                                                                              | .04                         |  | .01                      
|diluted                                                                                         | .03                         |  |                          
|                                                                                                |                             |  |                          
|Pro forma, basic and diluted                                                                    | .03                         |  | .01                      

3.      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 EndedJune 30, |  | Six Months EndedJune 30,
|---------------------------------------------------------------------------------------- | -------------------------- |  | ------------------------
|                                                                                         | 2005                       |  | 2004                    
|Numerator:                                                                               |                            |  |                         
|Net income                                                                               | $     280,521              |  | $   60,258              
|Numerator for basic and diluted earnings
      per share                                 | 280,521                    |  | 60,258                  
|                                                                                         |                            |  |                         
|Denominator:                                                                             |                            |  |                         
|Denominator for basic earnings per share 
      - weighted average shares                | 7,709,845                  |  | 7,511,384               
|                                                                                         |                            |  |                         
|Effect of dilutive securities:                                                           |                            |  |                         
|Stock options                                                                            | 431,295                    |  | 265,431                 
|Warrants                                                                                 | 247,768                    |  | 93,103                  
|Dilutive potential common shares                                                         | 679,063                    |  | 358,534                 
|                                                                                         |                            |  |                         
|Denominator for diluted earnings per 
    share - adjusted weighted average 
     shares | 8,388,908                  |  | 7,869,918               
|Basic earnings per share                                                                 | $               .04        |  | $          .01          
|Diluted earnings per share                                                               | $               .03        |  | $          .01          

4.      Recent Accounting Pronouncements

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
on our consolidated financial position, results of operations, or cash flows.

5.      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 an 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 six months ended June 30, 2005.

|Asset retirement obligation January 1, 2005  |  | $521,461 |  | 
|-------------------------------------------- |  | -------- |  | 
|                                             |  |          |  | 
|Asset retirement accretion expense           |  | 12,388   |  | 
|                                             |  |          |  | 
|Less: plugging cost                          |  | -        |  | 
|                                             |  |          |  | 
|Asset retirement obligation at June 30, 2005 |  | $533,849 |  | 

6.      Stockholders' Equity

During the second quarter, the Company issued 100,000 common shares to a director upon exercise of outstanding options at $.55 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 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 June 30, 2005 to the three months ended June 30, 2004

Results of Operations

Revenues increased 33% or $228,139 to $908,059 for the three month period ended June 30, 2005 from the comparable 2004 period, this was due primarily to the overall increase in oil and gas sales.  Production volumes decreased 1% on a BOE basis.  Average oil sales prices increased 31% to $48.16 for the period ended June 30, 2005 compared to $36.76 for the period ended June 30, 2004.  Average gas sales prices increased 19% to $4.70 for the three month period ended June 30, 2005 compared to $3.96 for the period ended June 30, 2004.

|                                    | Quarter Ended June 30,
|----------------------------------- | ----------------------
|                                    | 2005                  
|Oil Production                      | 15,700                
|Average Sales Price Per Bbl ($/Bbl) | $  48.16              
|                                    |                       
|Gas Production                      | 22,370                
|Average Sales Price Per Mcf ($/Mcf) | $    4.70             

Production expenses decreased 32% or $107,914 to $233,086 for the three month period ended June 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.  Depletion and depreciation decreased 16% or $21,500 to $110,500 for the three month period ended June 30, 2005 versus $132,000 for the comparable period. 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 32% or $39,087 to $160,520 for the three month period ended June 30, 2005 from the three month period ended June 30 2004.  This was primarily due to an increase in investor relations and administrative expense in the 2005 period.

Net other income for the three months ended June 30, 2005 was $50,768 compared to an expense of $5,229 for the 2004 period. This increase was primarily due to realized gain the sale of properties of $78,945 during the period.

Comparison of six months ended June 30, 2005 to the six months ended June 30, 2004

Results of Operations

Revenues increased 42% or $529,679 to $1,781,729 for the six month period ended June 30, 2005 from $1,252,050 for the comparable 2004 period due to the overall increase in oil and gas prices. Production volumes increased 5% on a BOE basis. Average oil sales prices increased 34% to $46.74 for the period ended June 30, 2005 compared to $34.89 for the period ended June 30, 2004. Average gas sales prices increased 8% to $4.87 for the six month period ended June 30, 2005 compared to $4.49 for the period ended June 30, 2004.

|                                    | Quarter Ended June 30,
|----------------------------------- | ----------------------
|                                    | 2005                  
|Oil Production                      | 31,704                
|Average Sales Price Per Bbl ($/Bbl) | $   46.74             
|                                    |                       
|Gas Production                      | 42,572                
|Average Sales Price Per Mcf ($/Mcf) | $    4.87             

Production expenses increased 2% or $9,586 to $535,436 for the six month period ended June 30, 2005 from the comparable 2004 period, this was primarily due to the increase in workovers and remedial repairs for the period ended June 30, 2005.  Depletion and depreciation expense decreased 17% to $213,218, compared to $256,000 for the 2004 period. This was primarily due to increases in oil and gas reserves resulting in a lower current depletion rate.  General and administrative overhead cost increased 37% or $79,577 to $292,155 for the six month period ended June 30, 2005 from the six month period ended June 30, 2004. This was attributable to an increase in salaries, investor relations and administrative expense.

Net other income for the six months ended June 30, 2005 was $79,661 compared to an expense of $22,552 for the comparable 2004 period.  The increase was primarily due to a gain on sale of properties in 2005.

Liquidity and Capital Resources

Cash flow provided by operating activities was $840,513 for the six month period ended June 30, 2005, as compared to cash flow used by operating activities of $247,572 in the 2004 period. The increase in cash from operating activities was primarily due to the net income, offset by decreased depletion and depreciation, increases in prepaid and other assets, and no significant purchases of short term investments in the period.

Cash flow used by investing activities was $318,408 for the period ended June 30, 2005 as compared to $910,308 used by investing activities for the period ended June 30, 2004.  This was primarily due to the acquisition of oil and gas properties in 2004.  Cash flow used by financing activities was $176,090 for the period ended June 30, 2005, compared to a cash flow used by financing activities of $27,779 for the same period in 2004, the increase was due to repayments of long-term debt.

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
conducted as of the end of the period covered by 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 April 19, 2005, Items 7.01, 8.01 and 9.01, as filed with the Commission on April 19, 2005
| | -- | --------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                           
| | 2. | Current Report on Form 8-K dated May 16, 2005, Items 2,02 and 9.01, as filed with the Commission on May 17, 2005          
| |    |                                                                                                                           
| | 3. | Current Report on Form 8-K dated June 22, 2005, Items 7.01, 8.01 and 9.01, as filed with the Commission on June 24, 2005  
| |    |                                                                                                                           
| | 4. | Current Report on Form 8-K dated June 29, 2005, Items 7.01, 8.01 and 9.01, as filed with the Commission on June 30, 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:August 2, 2005 | By:    /s/ Ray Reaves   Ray Reaves, Treasurer, Chief Financial Officer
|------------------- | ----------------------------------------------------------------------