U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549



                                   FORM 10-QSB



[X]      Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934

                  For the Quarterly Period Ended June 30, 1999

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

                         Commission file number: 0-9435




                        FieldPoint Petroleum Corporation
                        --------------------------------
        (Exact name of small business issuer as specified in its charter)

         Colorado                                              84-0811034
         --------                                              ----------
        (State or other jurisdiction of                     (I.R.S. Employer
        incorporation or organization)                      Identification No.)


        1703 Edelweiss Drive
        Cedar Park, Texas                                       78613
        ------------------------                              --------
        (Address of principal executive offices)             (Zip Code)


                                 (512) 250-8692
                                 --------------
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the  registrant  was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes X No


As of July 31, 1998, the number of shares  outstanding of the Registrant's  $.01
par value Common Stock was 5,751,259.

Transitional Small Business Disclosure Format (Check one):
                                             Yes    No   X



<PAGE>

<TABLE>
<CAPTION>


PART I
Item 1. Condensed Consolidated Financial Statements

                        FieldPoint Petroleum Corporation
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                                                  June 30,     December 31,
                                                                    1999         1998
                                                                -----------    ------------
<S>                                                             <C>            <C>

CURRENT ASSETS:                                                 (unaudited)
  Cash                                                          $   123,177    $     1,375
         Trading securities                                           2,880          2,880
  Accounts receivable:
         Due from investor                                             --            9,000
         Oil and gas sales                                           85,337         50,026
         Joint interest billings, less allowance for doubtful
              accounts of $20,000                                    97,495         67,225
  Income tax recoverable                                              4,200         48,000
  Prepaid expenses                                                    2,535          2,535
                                                                -----------    -----------
                  Total current assets                              315,624        181,041
PROPERTY AND EQUIPMENT:
  Oil and gas properties (successful efforts method):
         Unproved leasehold costs                                      --          180,000

         Leasehold costs                                          2,142,044      1,115,176
         Lease and well equipment                                   336,951        172,860
  Furniture and equipment                                            31,432         31,432
  Transportation equipment                                           74,945         74,945
  Less accumulated depletion and depreciation                      (595,258)      (523,258)
                                                                -----------    -----------

                  Net property and equipment                      1,990,114      1,051,155
EARNEST MONEY DEPOSIT                                                  --           40,000
OTHER ASSETS                                                         16,815         16,815
                                                                -----------    -----------
                  Total assets                                  $ 2,322,553    $ 1,289,011
                                                                ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Current portion of long-term debt                             $   591,754    $   449,500
  Accounts payable and accrued expenses                              90,252        128,347
  Oil and gas revenues payable                                       52,028         62,538
  Due to related party                                                5,000         15,000
                                                                -----------    -----------
                  Total current liabilities                         739,034        655,385
LONG-TERM DEBT, net of current portion                              649,556        374,070
COMMMITMENTS
STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value, 75,000,000 shares authorized;
   5,659,259 and 4,613,259 shares issued and outstanding,
   respectively                                                      56,592         46,132
  Additional paid-in capital                                        795,346        117,723
  Retained earnings                                                  83,975         97,801
  Treasury stock, 195,000 and 210,000 shares, at cost                (1,950)        (2,100)
                                                                -----------    -----------
                  Total stockholders' equity                        933,963        259,556
                                                                -----------    -----------

                  Total liabilities and stockholders' equity    $ 2,322,553    $ 1,289,011
                                                                ===========    ===========


</TABLE>

        See accompanying notes to these consolidated financial statements

<PAGE>


                        FieldPoint Petroleum Corporation
      CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                                                 For the Three Months Ended
                                                           June 30,
                                                 --------------------------
                                                     1999           1998
                                                 -----------    -----------
REVENUE:                                          (unaudited)    (unaudited)
  Oil and gas sales                              $   146,908    $   119,705
  Well operational and pumping fees                   32,806         46,381
  Other                                                 --             --
                                                 -----------    -----------
                  Total revenue                      179,714        166,086

COSTS AND EXPENSES:
  Production expense                                  58,953         56,713
  Depletion and depreciation                          36,000         31,331
  General and administrative                          87,651         80,485
                                                 -----------    -----------
                  Total costs and expenses           182,604        168,529
OTHER INCOME (EXPENSE):
  Interest income (expense), net                     (12,091)       (14,647)
  Miscellaneous                                       24,504            946
                                                 -----------    -----------
                  Total other income (expense)        12,413        (13,701)
                                                 -----------    -----------
INCOME (LOSS) BEFORE INCOME TAXES                      9,523        (16,144)
INCOME TAX BENEFIT (PROVISION) CURRENT                  --            4,700
                                                 -----------    -----------
NET AND COMPREHENSIVE INCOME (LOSS)                    9,523        (11,444)
BASIC AND DILUTED NET AND
         COMPREHENSIVE INCOME (LOSS)                       *              *
                                                 -----------    -----------
WEIGHTED AVERAGE SHARES OUTSTANDING                5,418,009      4,413,259
                                                 ===========    ===========


*        Less than $.01 per share.

        See accompanying notes to these consolidated financial statements


<PAGE>


                        FieldPoint Petroleum Corporation
      CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                                                 For the Six Months Ended
                                                         June 30,
                                                --------------------------
                                                   1999           1998
                                                -----------    -----------
REVENUE:                                         (unaudited)    (unaudited)
  Oil and gas sales                             $   245,423    $   223,658
  Well operational and pumping fees                  65,949         93,039
  Other                                                --             --
                                                -----------    -----------

                  Total revenue                     311,372        316,697

COSTS AND EXPENSES:
  Production expense                                 87,312        125,681
  Depletion and depreciation                         72,000         62,081
  General and administrative                        164,312        178,713
                                                -----------    -----------
                 Total costs and expenses           323,624        366,475

OTHER INCOME (EXPENSE):
  Interest income (expense), net                    (30,435)       (26,638)
  Miscellaneous                                      24,661          5,524
                                                -----------    -----------
                 Total other income (expense)        (5,774)       (21,114)
                                                -----------    -----------
INCOME (LOSS) BEFORE INCOME TAXES                   (18,026)       (70,892)
 INCOME TAX BENEFIT (PROVISION) CURRENT               4,200         20,000
                                                -----------    -----------
NET AND COMPREHENSIVE INCOME (LOSS)                 (13,826)       (50,892)
BASIC AND DILUTED NET AND
COMPREHENSIVE INCOME (LOSS)                               *           (.01)
                                                -----------    -----------
WEIGHTED AVERAGE SHARES OUTSTANDING               5,141,259      4,413,259
                                                ===========    ===========

*  Less than $.01 per share.



        See accompanying notes to these consolidated financial statements




<PAGE>

<TABLE>
<CAPTION>


                        FieldPoint Petroleum Corporation
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                           June 30,
                                                                   --------------------------
                                                                       1999         1998
                                                                   -----------    -----------
<S>                                                                <C>            <C>

                                                                    (unaudited)    (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                $   (13,826)   $   (50,892)
  Adjustments to reconcile to net cash
      provided by operating activities:
  Depletion and depreciation                                            72,000         62,081
  Stock compensation to consultant                                      20,750          9,732
  Changes in assets and liabilities:
         Accounts receivable                                           (56,581)       (17,361)
         Income tax recoverable                                         43,800        (20,000)
         Prepaid expenses and other assets                                --           (7,715)
         Accounts payable and accrued expenses                         (38,095)        12,144
         Oil and gas revenues payable                                  (10,510)        (4,379)
         Due to related party                                          (10,000)          --
                                                                   -----------    -----------
                Net cash (used) provided by operating activities         7,538        (16,390)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of oil and gas properties                                (1,010,959)      (224,331)
  Purchase of furniture and equipment                                     --             (772)
  Decrease in earnest money deposit                                     40,000           --
                                                                   -----------    -----------
               Net cash used by investing activities                  (970,959)      (225,103)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                                         760,000        375,000
  Repayments of long-term debt                                        (342,260)       (80,709)
  Proceeds from sales of common stock, net of offering fees            660,311           --
  Proceeds from sales of treasury stock                                  7,172           --
                                                                   -----------    -----------
               Net cash provided (used) by financing activities      1,085,223        294,291

NET INCREASE (DECREASE) IN CASH                                        121,802         52,798

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

CASH, end of the period                                            $   123,177    $   101,255
                                                                   ===========    ===========

SUPPLEMENTAL INFORMATION:
  Cash paid during the period for interest                         $    30,922    $    27,416
                                                                   ===========    ===========
  Cash paid during the period for income taxes                            --             --
                                                                   ===========    ===========

</TABLE>


       See accompanying notes to these consolidated financial statements.


<PAGE>


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



1. Nature of Business,  Organization  And Basis of Preparation And  Presentation
   -----------------------------------------------------------------------------
FieldPoint Petroleum  Corporation (the "Company") is incorporated under the laws
of the state of Colorado.  The Company is engaged in the acquisition,  operation
and development of oil and gas properties,  which are located in Oklahoma, Texas
and Wyoming.

The Company began operations as Bass Petroleum,  Inc. (Bass) in October 1989. On
December 31,  1997,  the  shareholders  of Bass  exchanged  all their shares for
approximately  97%  (including  the 6% of EPC  previously  purchased by Bass) of
Energy  Production  Company  (EPC), a public  company,  and Bass became a wholly
owned  subsidiary of EPC. The  management  of Bass became the  management of the
combined company. Concurrent with the transaction,  the Company changed its name
to FieldPoint Petroleum  Corporation and declared a 75 to 1 reverse stock split.
Although EPC is the acquiring entity for legal purposes,  Bass is considered the
acquirer for accounting  purposes,  and the financial statements of the combined
company  reflect the  historical  accounts of Bass and include the operations of
EPC beginning  May 22, 1997.  However,  because EPC is the acquiring  entity for
legal  purposes,  all  stockholders'  equity  information  in  the  accompanying
financial statements and footnotes has been restated to conform to EPC's capital
structure.

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles have been condensed or omitted.
However,  in the opinion of management,  all adjustments  (which consist only of
normal recurring adjustments) necessary to present fairly the financial position
and  results of  operations  for the  periods  presented  have been made.  These
condensed  consolidated  financial statements should be read in conjunction with
financial statements and the notes thereto included in the Company's Form 10-KSB
filing for the year ended December 31, 1998.


2. Acquisition of Working Interest in the state of Oklahoma
   --------------------------------------------------------
During the period  ended  June 30,  1999,  the  Company  acquired a 25%  working
interest in certain leaseholds in the state of Oklahoma.  A total purchase price
of  $993,579  was  paid for the  interest  and  related  equipment.  The  leases
currently have producing and  non-producing  oil and gas wells. The Company also
purchased  all  equipment  related  to the  wells on the  leases  from  Pontotoc
Production  Inc. The entire purchase price was funded by proceeds from long term
debt and sales of Common Stock.


3. Stockholders Equity
   -------------------
On January 1, 1998, the Company granted 50,000 options to purchase the Company's
common stock at $0.75 per share to a public  relations  consultant.  The options
expire,  if unused, on December 31, 1999. The value of the option at the date of
grant, as calculated  pursuant to SFAS 123, of $9,732 is included in general and
administrative  expenses for the quarter  ended  June30,  1998.  The  consultant
exercised  30,000 options during the period ended June 30, 1999. Also during the
period the Company  issued  17,500  shares of common stock and 10,000  shares of
treasury stock to a consultant in lieu of cash for services rendered.

As of June 30, 1999 the Company  issued  998,500  shares of common stock through
its ongoing unit offering priced at $0.75 per unit, each unit consist of one (1)
share of common stock and one (1) class A warrant.


<PAGE>


PART I
Item 2

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  following  discussion  should  be read in  conjunction  with the  Company's
Financial Statements,  and respective notes thereto,  included elsewhere herein.
The  information  below  should  not be  construed  to imply  that  the  results
discussed  herein  will  necessarily  continue  into  the  future  or  that  any
conclusion  reached herein will  necessarily  be indicative of actual  operating
results  in the  future.  Such  discussion  represents  only  the  best  present
assessment of the management of FieldPoint Petroleum Corporation.

General

FieldPoint  Petroleum  Corporation  derives  its  revenues  from  its  operating
activities  including sales of oil and gas and operating oil and gas properties.
The Company's  capital for  investment in producing oil and gas  properties  has
been provided by cash flow from  operating  activities,  from bank financing and
from the sale of common stock.  The Company  categorises its operating  expenses
into the categories of production expenses and other expenses. Due to lower cost
associated  with being a public company and additional  workovers in the form of
remedial repairs,  the Company's net expenses for the period ended June 30, 1999
were lower than net expenses for the period ended June 30, 1998.

Comparison  of three  months  ended June 30, 1999 to the three months ended June
30, 1998
--------------------------------------------------------------------------------

Results of Operations

Revenues  increased  8% or $13,628 to $179,714  for the three month period ended
June 30,  1999 from the  comparable  1998  period,  this was due to the  overall
increase in the average price received for oil and gas sales and the acquisition
of the Oklahoma  properties in May 1999.  Production  volumes increased 20% on a
BOE basis. Average oil sales prices increased 26% to $15.08 for the period ended
June 30, 1999 compared to $12.00 for the period ended June 30, 1998. Average gas
sales  prices  remained  relatively  stable at $1.54 for the three month  period
ended June 30, 1999  compared to $1.58  (revised)  for the period ended June 30,
1998.

Production expenses increased 4% or $2,240 to $58,953 for the three month period
ended June 30, 1999 from the comparable  1998 period,  this was primarily due to
additional workovers in the form of remedial repairs. Depletion and depreciation
increased  slightly due to the purchase of additional oil and gas properties and
related  equipment  during the period  ended June 30, 1999  compared to the 1998
period.  General and  administrative  overhead  cost  increased  9% or $7,166 to
$87,651  for the three  month  period  ended June 30,  1999 from the three month
period ended June 30, 1998.  This was  primarily  due to costs  associated  with
evaluating acquisitions and consulting fees.

Net other income for the three  months ended June 30, 1999 was $12,413  compared
to an expense of $13,701 for the 1998 period. This decrease was primarily due to
an increase in miscellaneous income in 1999.

Comparison of six months ended June 30, 1999 to the six months ended
June 30, 1998
--------------------------------------------------------------------------------

Results of Operations

Revenues  decreased 2% or $5,327 to $311,372 for the six month period ended June
30, 1999 from the  comparable  1998  period due to the overall  decrease in well
operational  and pumping  fees  offset by an increase in oil and gas sales.  The
primary reason for the decrease in fees is the Company has purchased  additional
working  interest  in the  Serbin  field  from other  working  interest  owners.
Production  volumes  increased  17% on a BOE  basis.  Average  oil sales  prices
remained relatively stable at $12.93 for the period ended June 30, 1999 compared
to $13.04 (revised) for the period ended June 30, 1998. Average gas sales prices
decreased  12% to $1.36 for the six month period ended June 30, 1999 compared to
$1.55 (revised) for the period ended June 30, 1998.


<PAGE>


Production expenses decreased 30% or $38,369 to $87,312 for the six month period
ended June 30, 1999 from the comparable 1998 period, this was primarily due to a
reduction in expenses  related to  additional  workovers in the form of remedial
repairs.  Depletion and depreciation  increased 15% to $72,000,  this was due to
the purchase of leasehold and related equipment during the period ended June 30,
1999  compared to the 1998  period.  General and  administrative  overhead  cost
decreased 8% or $14,401 to $164,312 for the six month period ended June 30, 1999
from the six month period ended June 30, 1998.  This was  attributable  to lower
legal fees and cost associated with evaluating acquisitions.

Net other expenses for the six months ended June 30, 1999 was $5,774 compared to
$21,114 for the  comparable  1998 period.  The decreased was primarily due to an
increase in miscellaneous income during 1999.

Liquidity and Capital Resources

Cash flow provided by operating  activities  was $7,538 for the six month period
ended June 30,  1999,  as  compared  to  $16,390 in cash flow used by  operating
activities in the 1998 period.  The increase in cash from  operating  activities
was primarily due to recovery of income tax in 1999.

Cash flow used by investing activities was $970,959 in the period ended June 30,
1999,  compared to $225,103  for June 30,  1998.  This is  primarily  due to the
purchase  of  additional  oil and  gas  properties.  Cash  flow  from  financing
activities was $1,085,223 for the period ended June 30, 1999,  compared to a use
of $294,291 for the same period in 1998.  This was due to increases in long-term
debt and proceeds from the sale of common stock in 1999.

The Company cannot predict how prices will vary during 1999 and what effect they
will  ultimately  have on the Company.  However,  management  believes  that the
Company will be able to generate  sufficient cash from operations to service its
bank debt and  provide for  maintaining  current  production  of its oil and gas
properties.



<PAGE>


PART II

OTHER INFORMATION

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

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

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

SALE OF RESTRICTED SECURITIES.  During the three months ended June 30, 1999, the
Company sold  approximately 15.5 Units, each Unit consisting of 30,000 shares of
Common Stock and 30,000  Warrants to purchase  Common Stock, at a purchase price
of $22,500 per Unit. Each Warrant is exercisable to purchase one share of Common
Stock at $1.25 per share until  expiration in year 2002. In connection with such
sales the Company paid cash commissions to W.B.
McKee Securities, Inc. in the amount of $32,625.

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

Item 3.  Default Upon Senior Securities
---------------------------------------

None

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

None.

Item 5.  Other Information
--------------------------

None.

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

The  following  Reports  were filed by the Company on Form 8-K during the Second
Quarter of 1998:

a.   A report on Form 8-K/A filed on May 14, 1999  reporting an event under Item
     2.  Acquisition or  Disposition of Assets and Item 7. Financial  Statements
     and Exhibits.



                                                    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
authorised.



Date:   7/12/99               By: /s/ Ray Reaves
                                  ----------------------------------------------
                                  Ray Reaves, Treasurer, Chief Financial Officer