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



                                   FORM 10-QSB/A



[X]    Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange
       Act of 1934 For the Quarterly Period Ended September 30, 1998

[ ]    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 October 31, 1998,  the number of shares  outstanding  of the  Registrant's
$.01 par value Common Stock was 4,423,259.

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


<PAGE>




PART I
Item 1. Condensed Consolidated Financial Statements

<TABLE>

<CAPTION>

                        FieldPoint Petroleum Corporation
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------
                                                                          September 30,   December 31,
                                                                              1998            1997
CURRENT ASSETS:                                                            (unaudited)
                                                                          -------------   ------------
<S>                                                                      <C>              <C>    

  Cash                                                                    $     23,317    $     48,457
  Trading securities                                                             2,880           2,880
  Accounts receivable:
         Oil and gas sales                                                      58,825          73,159
         Joint interest billings, allowance for doubtful
              accounts of $20,000 and $0 respectively                           79,172          61,392
  Taxes recoverable                                                             26,000            --
  Prepaid expenses                                                               2,535           1,635
                                                                          ------------    ------------
                  Total current assets                                         192,729         187,523
PROPERTY AND EQUIPMENT:
  Oil and gas properties (successful efforts method):
         Leasehold costs                                                     1,113,399         954,995
         Lease and well equipment                                              171,762          95,504
  Furniture and equipment                                                       31,623          30,758
  Transportation equipment                                                      74,945          74,945
  Less accumulated depletion and depreciation                                 (446,185)       (353,935)
                                                                          ------------    ------------
                  Net property and equipment                                   945,546         802,267
OTHER ASSETS                                                                    16,815          20,000
                                                                          ------------    ------------
                  Total assets                                            $  1,155,090    $  1,009,790
                                                                          ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES:
  Current portion of long-term debt                                       $    216,540    $    160,544
  Accounts payable and accrued expenses                                        104,008         111,255
  Oil and gas revenues payable                                                  85,923          96,512
                                                                          ------------    ------------
                  Total current liabilities                                    406,471         368,311
LONG-TERM DEBT, net of current portion                                         441,325         255,877
COMMMITMENTS
STOCKHOLDERS' EQUITY:
  Common stock,  $.01 par value, 75,000,000    shares  authorised;
     4,423,259 and 4,413,259 shares issued and outstanding,
     respectively                                                               44,232          44,132
  Additional paid-in capital                                                    96,678          83,906
  Retained earnings                                                            168,524         257,564
  Treasury stock, 214,000 shares of common stock                                (2,140)           --
                                                                          ------------    ------------
                  Total stockholders' equity                                   307,294         385,602
                                                                          ------------    ------------
                  Total liabilities and stockholders' equity              $  1,155,090    $  1,009,790
                                                                          ============    ============

</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
                                                         September 30,
                                                 --------------------------
                                                   1998           1997
                                                   ----           ----
REVENUE:                                         (unaudited)    (unaudited)
  Oil and gas sales                              $   111,747    $   124,028
  Well operational and pumping fees                   36,380         41,538
  Other                                                 --             --   
                                                 -----------    -----------
                  Total revenue                      148,127        165,566

COSTS AND EXPENSES:
  Production expense                                  58,422         41,841
  Depletion and depreciation                          30,169         27,750
  General and administrative                          88,529         93,481
                                                 -----------    -----------
                  Total costs and expenses           177,120        163,072

OTHER INCOME (EXPENSE):
  Gain on sale of assets                                --            3,235
  Interest income (expense), net                     (15,094)       (14,300)
  Acquisition expenses                                  --             --
  Miscellaneous                                          (59)         1,606
                                                 -----------    -----------
                  Total other income (expense)       (15,153)        (9,459)
                                                 -----------    -----------
INCOME (LOSS) BEFORE INCOME TAXES                    (44,146)        (6,965)
INCOME TAX BENEFIT - CURRENT                           6,000          8,667
                                                 -----------    -----------
NET AND COMPREHENSIVE INCOME (LOSS)                  (38,146)         1,702
BASIC AND DILUTED NET AND
         COMPREHENSIVE INCOME (LOSS)             $      (.01)             *
                                                 -----------    -----------
WEIGHTED AVERAGE SHARES OUTSTANDING                4,413,259      4,000,000
                                                 ===========    ===========

* Less than $.01


        See accompanying notes to these consolidated financial statements


<PAGE>




                        FieldPoint Petroleum Corporation
      CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                                                 For The Nine Months Ended
                                                        September 30,
                                                 -------------------------
                                                    1998           1997
                                                    ----          -----
REVENUE:                                         (unaudited)    (unaudited)
  Oil and gas sales                              $   335,405    $   411,053
  Well operational and pumping fees                  129,419        132,364
  Other                                                 --            2,000
                                                 -----------    -----------
                  Total revenue                      464,824        545,417

COSTS AND EXPENSES:
  Production expense                                 184,103        129,553
  Depletion and depreciation                          92,250         83,250
  General and administrative                         267,242        237,642
                                                 -----------    -----------
                  Total costs and expenses           543,595        450,445

OTHER INCOME (EXPENSE):
  Gain on sale of assets                                --            3,235
  Interest income (expense), net                     (41,732)       (27,065)
  Acquisition expenses                                  --          (45,000)
  Miscellaneous                                        5,465          4,387
                                                 -----------    -----------
                  Total other income (expense)       (36,267)       (64,443)
                                                 -----------    -----------
INCOME (LOSS) BEFORE INCOME TAXES                   (115,038)        30,529
INCOME TAX BENEFIT (PROVISION) CURRENT                26,000        (15,333)
                                                 -----------    -----------
NET AND COMPREHENSIVE INCOME (LOSS)                  (89,038)        15,196
BASIC AND DILUTED NET AND
         COMPREHENSIVE INCOME (LOSS)             $      (.02)             *
                                                 -----------    -----------
 WEIGHTEDAVERAGE SHARES OUTSTANDING                4,413,259      4,000,000
                                                 ===========    ===========

* Less than $.01


        See accompanying notes to these consolidated financial statements


<PAGE>


<TABLE>

<CAPTION>


                        FieldPoint Petroleum Corporation
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                   September 30,     
                                                               1998            1997
                                                            (unaudited)    (unaudited)
<S>                                                         <C>          <C>    

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                         $ (89,038)   $  15,196
  Adjustments to reconcile to net cash
      provided by operating activities:
  Depletion and depreciation                                   92,250       83,250
  Gain on sale of assets                                         --         (3,235)
  Stock Compensations to Consultant                             9,732         --
  Changes in assets and liabilities:
         Accounts receivable                                   (3,446)       7,127
         Taxes recoverable                                    (26,000)        --
         Prepaid expenses and other assets                     (7,715)        --
         Accounts payable and accrued expenses                 (7,247)     (23,784)
         Oil and gas revenues payable                         (10,589)       3,082
         Payable to related party                                --         37,267
                                                            ---------    ---------
Net cash (used) provided by operating activities              (42,053)     118,903

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of vehicle                                  --         11,000
  Purchase of oil and gas properties                         (234,662)    (177,865)
  Purchase of furniture and equipment                            (865)     (47,726)
  Decrease (increase) in restricted cash                       10,000      100,000
                                                            ---------    ---------
                  Net cash used by investing activities      (225,527)    (114,591)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                                375,000      171,594
  Repayments of long-term debt                               (133,560)    (209,374)
  Proceeds from exercise of stock option                        1,000         --
  Repayment of stockholder                                       --        (13,000)
                                                            ---------    ---------
         Net cash provided (used) by financing activities     242,440      (50,780)
                                                            ---------    ---------

NET DECREASE IN CASH                                          (25,140)     (46,468)

CASH, beginning of the period                                  48,457       57,454
                                                            ---------    ---------

CASH, end of the period                                     $  23,317    $  10,986
                                                            =========    =========

SUPPLEMENTAL INFORMATION:
  Cash paid during the period for interest                  $  43,789    $  33,027
                                                            =========    =========
  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 south central
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, 1997.


2.    Acquisition of Working Interest in Shade Lease
----------------------------------------------------
On February 18, 1998, the Company acquired a 97.9% working interest in the Shade
lease,  which carries a 76.9565% net revenue interest in oil and gas production.
A total  purchase  price  of  $190,000  was paid for the  interest  and  related
equipment.  The lease  currently has 3 producing oil and gas wells.  The Company
also  purchased all equipment  related to the three wells on the lease from Fred
Bowman,  Inc. The entire  purchase  price was funded by proceeds  from long term
debt.


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  September 30, 1998. On September
8, 1998 a former board member  exercised an option to acquire  10,000  shares of
the Company's common stock.




<PAGE>



PART I
Item 2

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

General

FieldPoint  Petroleum  Corporation  derives  its  revenues  from  its  operating
activities  including sales of oil and gas and operating oil and gas properties.
The Company's  capital for  investment in producing oil and gas  properties  has
been provided by cash flow from operating  activities  and from bank  financing.
The Company categorises its operating expenses into the categories of production
expenses and other  expenses.  Due to the impact of lower oil and gas prices and
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 September
30,  1998 were  substantially  higher  than net  expenses  for the period  ended
September 30, 1997.

Comparison  of three months ended  September  30, 1998 to the three months ended
September 30, 1997
--------------------------------------------------------------------------------

Results of Operations

Revenues  decreased  11% or $17,439 to $148,127 for the three month period ended
September 30, 1998 from the comparable 1997 period,  this was due to the overall
decrease in the average price received for oil and gas sales. Production volumes
increased 36% on a BOE basis.  Average oil sales prices  decreased 35% to $11.55
for the period ended  September 30, 1998 compared to $17.78 for the period ended
September  30,  1997.  Average gas sales prices  decreased  17% to $1.44 for the
three-month  period ended  September  30, 1998  compared to $1.74 for the period
ended September 30, 1997.

Production  expenses  increased  40% or $16,581 to $58,422  for the three  month
period  ended  September  30, 1998 from the  comparable  1997  period,  this was
primarily due to additional workovers in the form of remedial repairs. Depletion
and depreciation increased slightly due to the purchase of leasehold and related
equipment  during the period  ended  September  30,  1998  compared  to the 1997
period.  General and  administrative  overhead  cost  decreased  5% or $4,952 to
$88,529 for the three-month period ended September 30, 1998 from the three-month
period ended September 30, 1997. This was attributable to lower legal fees.

Comparison  of nine months  ended  September  30, 1998 to the nine months  ended
September 30, 1997
--------------------------------------------------------------------------------

Results of Operations

Revenues  decreased  15% or $80,593 to $464,824  for the nine month period ended
September 30, 1998 from the comparable 1997 period,  this was due to the overall
decrease in the average price received for oil and gas sales. Production volumes
increased 19% on a BOE basis.  Average oil sales prices  decreased 35% to $12.49
for the period ended  September 30, 1998 compared to $19.10 for the period ended
September 30, 1997.  Average gas sales prices decreased 3% to $1.55 for the nine
month period  ended  September  30, 1998  compared to $1.60 for the period ended
September 30, 1997.

Production  expenses  increased  42% or $54,550 to  $184,103  for the nine month
period  ended  September  30, 1998 from the  comparable  1997  period,  this was
primarily  due to  expenses  related  to  additional  workovers  in the  form of
remedial repairs.  Depletion and depreciation  expense increased 11% to $92,250,
this was due to the  purchase  of  leasehold  and related  equipment  during the
period  ended  September  30,1998  compared  to the  1997  period.  General  and


<PAGE>

administrative  overhead cost  increased 12% or $29,600 to $267,242 for the nine
month period ended September 30, 1998 from the nine month period ended September
30, 1997.  This was  attributable  to the Company  recording  an  allowance  for
doubtful accounts, and an increase in salary expense for the period.

Net other  expense  for the nine  months  ended  September  30, 1998 was $36,267
compared to $64,443 for the comparable  1997 period.  The decrease was primarily
due to acquisition  expenses incurred during 1997 in connection with the reverse
merger.

Liquidity and Capital Resources

Cash flow used by  operating  activities  was $42,053 for the nine month  period
ended  September  30,  1998,  as compared  to $118,903 in cash flow  provided by
operating  activities  in the 1997 period.  The decrease in cash from  operating
activities was primarily due to the net loss in 1998.

Cash flow  used by  investing  activities  was  $225,527  for the  period  ended
September  30, 1998,  compared to $114,591 for the period  ended  September  30,
1997.  This  is  primarily  due  to the  purchase  of  additional  oil  and  gas
properties.  Cash flow from  financing  activities  was  $242,440 for the period
ended  September  30, 1998,  compared to a use of $50,780 for the same period in
1997. This was due to increases in long-term debt during 1998.

The Company cannot predict how prices will vary during 1998 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.

Impact of Year 2000

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











<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
------------------------------

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
-----------------------------------------

None


                                   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 30, 1998     By:   /s/ Ray Reaves
                                  ----------------------------------------------
                                  Ray Reaves, Treasurer, Chief Financial Officer