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, 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)

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 November 10, 2004, the number of shares outstanding of the Registrant's $.01 par value Common Stock was 7,680,175.

Transitional Small Business Disclosure Format (Check one):

PART I
Item 1. Condensed Consolidated Financial Statements

FieldPoint Petroleum Corporation

|                                                                                             | September 30,2004
(unaudited) | December 31,2003  
|-------------------------------------------------------------------------------------------- | ----------------------------- | ------------------
|CURRENT ASSETS:                                                                              |                               |                   
|Cash and cash equivalents                                                                    | $      403,407                | $        1,395,100
|Short-term investments                                                                       | 570,887                       | 67,428            
|Trading securities                                                                           | 37,600                        | -                 
|Accounts receivable:                                                                         |                               |                   
|Oil and gas sales                                                                            | 391,316                       | 260,043           
|Joint interest billings, less allowance for doubtful
        accounts of $99,192 each period | 91,393                        | 72,530            
|Prepaid expenses                                                                             | 30,035                        | 22,535            
|Total current assets                                                                         | 1,524,638                     | 1,817,636         
|PROPERTY AND EQUIPMENT:                                                                      |                               |                   
|Oil and gas properties (successful efforts method):                                          |                               |                   
|Proved leasehold costs                                                                       | 5,467,130                     | 5,188,060         
|Lease and well equipment                                                                     | 1,382,643                     | 1,004,939         
|Asset Retirement Obligation                                                                  | 364,144                       | -                 
|Furniture and equipment                                                                      | 51,482                        | 51,482            
|Transportation equipment                                                                     | 158,254                       | 158,254           
|Less accumulated depletion and depreciation                                                  | (2,500,496)                   | (2,108,914)       
|Net property and equipment                                                                   | 4,923,157                     | 4,293,821         
|LONG-TERM JOINT INTEREST BILLING RECEIVABLE                                                  | 65,184                        | 65,184            
|OTHER ASSETS                                                                                 | 14,297                        | 4,297             
|Total assets                                                                                 | $      6,527,276              | $      6,180,938  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                        
|CURRENT LIABILITIES:                                                                         |                               |                   
|Current portion of long-term debt                                                            | $      1,580,742              | $       266,324   
|Accounts payable and accrued expenses                                                        | 119,861                       | 200,827           
|Oil and gas revenues payable                                                                 | 47,564                        | 60,898            
|Income Tax Payable                                                                           | 10,000                        | -                 
|Total current liabilities                                                                    | 1,758,167                     | 528,049           
|LONG-TERM DEBT, net of current portion                                                       | -                             | 1,491,802         
|DEFERRED INCOME TAXES                                                                        | 245,000                       | 125,000           
|ASSET RETIREMENT OBLIGATION                                                                  | 515,267                       | 496,685           
|COMMITMENTS                                                                                  |                               |                   
|STOCKHOLDERS' EQUITY:                                                                        |                               |                   
|Common stock, $.01 par value,
75,000,000 shares authorized;                                  |                              
|7,680,175 and 7,580,175
shares issued, respectively                                          | 76,801                        | 75,801            
|Additional paid-in capital                                                                   | 2,647,887                     | 2,583,887         
|Treasury stock, 160,000 shares, at cost                                                      | (18,600)                      | (18,600)          
|Retained earnings                                                                            | 1,302,754                     | 898,314           
|Total stockholders' equity                                                                   | 4,008,842                     | 3,539,402         
|Total liabilities and stockholders' equity                                                   | $     6,527,276               | $      6,180,938  

See accompanying notes to these consolidated financial statements.

FieldPoint Petroleum Corporation

|                                    | For The Three Months EndedSeptember 30,
|----------------------------------- | ---------------------------------------
|                                    | 2004                                   
|REVENUE:                            | (unaudited)                            
|Oil and gas sales                   | $      866,856                         
|Well operational and pumping fees   | 29,968                                 
|Total revenue                       | 896,824                                
|COSTS AND EXPENSES:                 |                                        
|Exploration Expense                 | -                                      
|Production expense                  | 357,333                                
|Depletion and depreciation          | 135,000                                
|General and administrative          | 100,957                                
|Total costs and expenses            | 593,290                                
|OTHER INCOME (EXPENSE):             |                                        
|Interest income (expense), net      | (21,893)                               
|Investment Income                   | 2,813                                  
|Gain on Derivative                  | 5,000                                  
|Miscellaneous                       | 341                                    
|Total other income (expense)        | (13,739)                               
|INCOME BEFORE INCOME TAXES          | 289,795                                
|INCOME TAX (PROVISION) BENEFIT      | (54,000)                               
|NET INCOME                          | 235,795                                
|NET INCOME  PER SHARE               |                                        
|BASIC                               | $             0.03                     
|DILUTED                             | $             0.03                     
|WEIGHTED AVERAGE SHARES OUTSTANDING |                                        
|BASIC                               | 7,520,175                              
|DILUTED                             | 7,678,541                              

See accompanying notes to these consolidated financial statements.

FieldPoint Petroleum Corporation

|                                                                              | For The Nine Months EndedSeptember 30,
|----------------------------------------------------------------------------- | --------------------------------------
|                                                                              | 2004                                  
|REVENUE:                                                                      | (unaudited)                           
|Oil and gas sales                                                             | $        2,058,970                    
|Well operational and pumping fees                                             | 89,904                                
|Total revenue                                                                 | 2,148,874                             
|COSTS AND EXPENSES:                                                           |                                       
|Exploration Expense                                                           | -                                     
|Production expense                                                            | 883,183                               
|Depletion and depreciation                                                    | 391,000                               
|General and administrative                                                    | 313,535                               
|Total costs and expenses                                                      | 1,587,718                             
|OTHER INCOME (EXPENSE):                                                       |                                       
|Interest income (expense)                                                     | (64,483)                              
|Investment Income                                                             | 13,459                                
|Miscellaneous                                                                 | 9,308                                 
|Gain on Derivative                                                            | 5,000                                 
|Total other income (expense)                                                  | (36,716)                              
|INCOME BEFORE INCOME TAXES                                                    | 524,440                               
|INCOME TAX (PROVISION) CURRENT                                                | -                                     
|INCOME TAX BENEFIT(PROVISION) DEFERRED                                        | (120,000)                             
|NET INCOME BEFORE CUMULATIVE EFFECT 
     OF A CHANGE IN ACCOUNTING PRINCIPLE | 404,440                               
|CUMULATIVE EFFECT                                                             | -                                     
|NET INCOME                                                                    | 404,440                               
|NET INCOME PER SHARE                                                          |                                       
|BASIC                                                                         | $                0.05                 
|DILUTED                                                                       | $                0.05                 
|WEIGHTED AVERAGE SHARES OUTSTANDING                                           |                                       
|BASIC                                                                         | 7,484,278                             
|DILUTED                                                                       | 7,666,005                             

See accompanying notes to these consolidated financial statements.

FieldPoint Petroleum Corporation

|                                                         | September 30,  
|-------------------------------------------------------- | ---------------
|                                                         | 2004(unaudited)
|CASH FLOWS FROM OPERATING ACTIVITIES:                    |                
|Net income                                               | $      404,440 
|Adjustments to reconcile to net cash                     |                
|provided by operating activities:                        |                
|Depletion and depreciation                               | 391,000        
|Deferred income taxes                                    | 120,000        
|Cumulative effect of accounting change                   | -              
|Accretion expense                                        | 18,582         
|Changes in assets and liabilities:                       |                
|Accounts receivable                                      | (150,136)      
|Prepaid expenses and other assets                        | (17,500)       
|Accounts payable and accrued expenses                    | (70,967)       
|Oil and gas revenues payable                             | (13,333)       
|Purchase of Trading Securities                           | (37,600)       
|Other                                                    | 582            
|Net cash provided by operating activities                | 645,068        
|CASH FLOWS FROM INVESTING ACTIVITIES:                    |                
|Purchase of oil and gas properties                       | (1,020,918)    
|Purchase of other property and equipment                 | -              
|Purchase of short-term investments                       | (503,459)      
|Net cash used by investing activities                    | (1,524,377)    
|CASH FLOWS FROM FINANCING ACTIVITIES:                    |                
|Repayments of long-term debt                             | (177,384)      
|Proceeds from exercise sale of common stock and warrants | 65,000         
|Net cash used by financing activities                    | (112,384)      
|NET INCREASE (DECREASE) IN CASH                          | (991,693)      
|CASH, beginning of the period                            | 1,395,100      
|CASH, end of the period                                  | $       403,407

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 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, 2003.

2.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, which was revised and superseded 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.

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.  We adopted Statement 143 on January 1, 2003.  Upon adoption of Statement 143, we 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 nine months ended September 30, 2004:

|Asset retirement obligation January 1, 2004       |  | 496,685 |  | 
|------------------------------------------------- |  | ------- |  | 
|Asset retirement accretion expense                |  | 18,582  |  | 
|Less: plugging cost                               |  | -       |  | 
|Asset retirement obligation at September 30, 2004 |  | 515,267 |  | 

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 Ended
September 30, |  | Nine Months Ended
September 30,
|------------------------------------------------------------------------------------------------------ | -------------------------------- |  | -------------------------------
|                                                                                                       | 2004                             |  | 2003                           
|Net Income (Loss)                                                                                      |                                  |  |                                
|As reported                                                                                            | $    235,795                     |  | $  (31,702)                    
|Deduct: Pro-forma stock-based 
   compensation costs under the fair
   value method net of related tax | (22,000)                         |  | (6,246)                        
|Pro forma net income                                                                                   | $    213,795                     |  | $  (37,948)                    
|Net Income per share, basic and diluted:                                                               |                                  |  |                                
|As reported                                                                                            | .03                              |  | (.01)                          
|Pro form                                                                                               | .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 EndedSeptember 30, |  | Nine Months EndedSeptember 30,
|----------------------------------------------------------------------------- | ------------------------------- |  | ------------------------------
|                                                                              | 2004                            |  | 2003                          
|Numerator:                                                                    |                                 |  |                               
|Net income (loss)                                                             | $     235,795                   |  | $   (31,704)                  
|Numerator for basic and diluted earnings per share                            | 235,795                         |  | (31,704)                      
|Denominator:                                                                  |                                 |  |                               
|Denominator for basic earnings per share - weighted average shares            | 7,520,175                       |  | 7,580,175                     
|Effect of dilutive securities:                                                |                                 |  |                               
|Director stock options                                                        | 153,906                         |  | -                             
|Warrants                                                                      | 4,460                           |  | -                             
|Dilutive potential common shares                                              | 158,366                         |  | -                             
|Denominator for diluted earnings per share - adjusted weighted average shares | 7,678,541                       |  | 7,580,175                     
|Basic earnings per share                                                      | $            .03                |  | $              -              
|Diluted earnings per share                                                    | $            .03                |  | $              -              

Outstanding stock options and warrants to purchase 400,000 and shares of common stock outstanding at September 30, 2004 have been excluded from the calculation of earnings per share as their effect would be anti-dilutive.

4.      Stockholder's Equity

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.

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.

In April 2004, the Company sold 100,000 units in a private sale to a single investor.  Each unit sold for $0.65 consisted of 1 common share, and 5 warrants A-E.  Each warrant is exercisable at any time over the next 3 years, are redeemable at the Company's option based on certain sustained trading prices, and have exercise prices as follow:

| | A | $0.65
| | - | -----
| | B | $0.75
| | C | $1.00
| | D | $1.25
| | E | $2.00

In September 2004, the Company granted 220,000 non-qualified stock options to directors and 10,000 non-qualified stock options to the Company's controller to purchase the Company's common stock at $.65 per share, which was greater than the quoted market price on the date of the grant. The options are exercisable from June 1, 2005 through June 30, 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 categorizes its operating expenses into the categories of production expenses and other expenses.

Comparison of three months ended September 30, 2004 to the three months ended September 30, 2003

Results of Operations

Revenues increased 52% or $307,798 to $896,824 for the three month period ended September 30, 2004 from the comparable 2003 period, this was due primarily to the overall increase in oil and gas prices.  Production volumes increased slightly on a BOE basis to 22,697.  Average oil sales prices increased 36% to $40.14 for the period ended September 30, 2004 compared to $29.43 for the period ended September 30, 2003.  Average gas sales prices increased 39% to $5.05 for the three month period ended September 30, 2004 compared to $3.63 for the period ended September 30, 2003.

Production expenses increased 21% or $61,861 to $357,333 for the three month period ended September 30, 2004 from the comparable 2003 period, this was primarily due to the acquisition of oil and gas properties in the state of New Mexico in 2004.  Depletion and depreciation increased 32% due to the purchase of oil and gas properties and related equipment during the period ended September 30, 2004.  General and administrative overhead cost decreased 28% or $38,324 to $100,957 for the three month period ended September 30, 2004 from the three month period ended 2003.  This was primarily due to a decrease in salaries.

Net other expense for the three months ended September 30, 2004 was $13,739 compared to $18,795 for the 2003 period. This decrease was primarily due to realized gain on derivative of $5,000 during September 2004 period.

Comparison of nine months ended September 30, 2004 to the nine months ended September 30, 2003

Results of Operations

Revenues increased 16% or $302,476 to $2,148,874 for the nine month period ended September 30, 2004 from $1,846,398 for the comparable 2003 period due to the overall increase in oil and gas prices. Production volumes decreased 8% on a BOE basis. Average oil sales prices increased 21% to $36.37 for the period ended September 30, 2004 compared to $30.04 for the period ended September 30, 2003. Average gas sales prices increased 31% to $4.48 for the nine month period ended September 30, 2004 compared to $3.41 for the period ended September 30, 2003.

Production expenses increased 5% or $41,446 to $883,183 for the nine month period ended September 30, 2004 from the comparable 2003 period, this was primarily due to the increase in workovers and remedial repairs for the period ended September 30, 2004.  Depletion and depreciation expense increased 24% to $391,000, this was due to the increase in leasehold and related equipment during the period ended September 30, 2004 compared to the 2003 period. General and administrative overhead cost decreased 7% or $23,522 to $313,535 for the nine month period ended September 30, 2004 from the nine month period ended September 30, 2003. This was attributable to a decrease in salaries.

Net other expense for the nine months ended September 30, 2004 was $36,716 compared to $45,009 for the comparable 2003 period. The decrease was primarily due to increased interest expense offset by a gain on investment and other income in 2004.

Liquidity and Capital Resources

Cash flow provided by operating activities was $682,668 for the nine month period ended September 30, 2004, as compared to $291,234 in cash flow provided by operating activities in the 2003 period. The increase in cash from operating activities was primarily due to increased net income.

Cash flow used in investing activities was $1,561,977 for the period ended September 30, 2004 as compared to $250,059 used by investing activities for the period ended September 30, 2003.  This was primarily due to the acquisition of oil and gas properties, and short term investments in 2004.  Cash flow used in financing activities was $112,384 for the period ended September 30, 2004, compared to a cash flow used by financing activities of $119,844 for the same period in 2003, the decrease was due to proceeds from the sale of common stock.

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 17, 2004, as filed with the Commission on August 18, 2004 
| | -- | --------------------------------------------------------------------------------------------------
| | 2. | Current Report on Form 8-K dated August 30, 2004, as filed with the Commission on August 30, 2004.

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 15, 2004 | By:    /s/ Ray Reaves   Ray Reaves, Treasurer, Chief Financial Officer
|---------------------- | ----------------------------------------------------------------------