U.S. SECURITIES AND EXCHANGE
COMMISSION



|Washington, D.C.
      20549
|----------------------------

|FORM
      10-QSB                                  
|---------------------------------------------------
|[X]                                                
|For the Quarterly Period Ended March
      31, 2006
|[ ]                                                
|                                                   
|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, Including Area Code)    

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 ______

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

As of April 30, 2006, the number of shares
outstanding of the Registrant's $.01 par value Common Stock was 8,690,175.

Transitional Small Business Disclosure
Format (Check one): Yes ___No _X_

---

|PART I                                                                            |              |                          |                        |                      
|--------------------------------------------------------------------------------- | ------------ | ------------------------ | ---------------------- | ---------------------
|Item 1. Condensed Consolidated
      Financial Statements                         |              |                          |                        |                      
|                                                                                 
|FieldPoint
      Petroleum Corporation                                           
|CONDENSED
      CONSOLIDATED BALANCE SHEETS                                      
|                                                                                 
|                                                                                  | March 31,    | December
    31,        
|                                                                                  | 2006         | 2005                    
|ASSETS                                                                           
|CURRENT
    ASSETS:                                                               | (unaudited)  |                          |                       
|Cash
      and cash equivalents                                                   |              | $        611,468         |                        | $      
      206,873
|Restricted cash                                                                   |              | -                        |                        | 550,170              
|Short-term Investments                                                            |              | 684,954                  |                        | 650,995              
|Accounts receivable:                                                              |              |                          |                        |                      
|Oil and natural gas sales                                                         |              | 451,716                  |                        | 486,664              
|Joint interest billings, less allowance for
      doubtful                        |              |                          |                        |                      
|accounts
      of $99,192 each period                                             |              | 117,834                  |                        | 114,957              
|Income tax receivable                                                             |              | 154,000                  |                        | 154,000              
|Prepaid expenses and other current assets                                         |              | 24,536                   |                        | 30,535               
|Total current assets                                                              | 2,044,508    |                          | 2,194,194             
|                                                                                 
|PROPERTY AND
      EQUIPMENT:                                                     |              |                          |                        |                      
|Oil and natural gas properties (successful efforts
      method):                 |              |                          |                        |                      
|Unproved leasehold costs                                                          |              | 98,040                   |                        | 98,040               
|Proved leasehold costs                                                            | 6,951,837    |                          | 6,338,498             
|Lease and well equipment                                                          | 1,838,161    |                          | 1,781,118             
|Furniture and equipment                                                           |              | 24,628                   |                        | 24,628               
|Transportation equipment                                                          |              | 55,300                   |                        | 55,300               
|Less accumulated depletion and depreciation                                       | (3,024,562)  | (2,913,562)             
|Net property and equipment                                                        | 5,943,404    |                          | 5,384,022             
|                                                                                 
|LONG-TERM
      JOINT INTEREST BILLING RECEIVABLE, less                           |              |                          |                        |                      
|allowance for doubtful
      accounts of $44,624                                  |              | 42,166                   |                        | 38,157               
|                                                                                  |              |                          |                        |                      
|Total assets                                                                      | $  8,030,078 |                          | $     
      7,616,373
|                                                                                  |              |                          |                       
|                                                                                 
|LIABILITIES AND STOCKHOLDERS
      EQUITY                                        |              |                          |                        |                      
|CURRENT
      LIABILITIES:                                                        |              |                          |                        |                      
|Current portion of long-term debt                                                 |              | $               
      - |                        | $      
      150,000
|Accounts payable and accrued expenses                                             |              | 138,766                  |                        | 75,974               
|Oil and gas revenues payable                                                      |              | 103,956                  |                        | 103,980              
|Total current liabilities                                                         |              | 242,722                  |                        | 329,954              
|                                                                                 
|DEFERRED
      INCOME TAXES                                                       |              | 659,000                  |                        | 584,000              
|ASSET
      RETIREMENT OBLIGATION                                                 |              | 558,069                  |                        | 549,885              
|                                                                                 
|STOCKHOLDERS'
      EQUITY:                                                       |              |                          |                        |                      
|Common stock, $.01 par value, 75,000,000 shares
      authorized;                 |              |                          |                        |                      
|8,490,175 and 8,465,175 shares issued and
      outstanding,                      |              |                          |                        |                      
|Respectively                                                                      |              | 84,901                   |                        | 84,651               
|Additional paid-in capital                                                        | 3,644,162    |                          | 3,628,162             
|Treasury stock, 160,000 shares, at cost                                           |              | (18,600)                 |                        | (18,600)             
|Retained earnings                                                                 | 2,859,824    |                          | 2,458,321             
|                                                                                  |              |                          |                       
|Total stockholders' equity                                                        | 6,570,287    |                          | 6,152,534             
|Total liabilities and stockholders'
      equity                                  | $8,030,078   |                          | $7,616,373            
|                                                                                 
|See accompanying notes to these condensed consolidated
      financial statements



|2
|-

---

|FieldPoint Petroleum
      Corporation                                               
|-------------------------------------------------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF INCOME                                          
|Unaudited                                                                            
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|REVENUE:                                                                             
|Oil and natural gas
    sales                                                        
|Well operational and pumping
      fees                                              
|Disposal fees                                                                        
|Total revenue                                                                        
|                                                                                     
|COSTS AND
    EXPENSES:                                                              
|Production
    expense                                                               
|Depletion and
      depreciation                                                     
|General and
      administrative                                                     
|                                                                                     
|Total costs and expenses                                                             
|                                                                                     
|OTHER INCOME
      (EXPENSE):                                                        
|Interest income (expense),
      net                                                 
|Realized gain on
      investments                                                   
|Gain on sale of
      property                                                       
|Miscellaneous
      income                                                           
|Unrealized holding gain
      (loss) on investments                                  
|Total other income                                                                   
|                                                                                     
|INCOME BEFORE INCOME
      TAXES                                                     
|                                                                                     
|Income tax provision 
      current                                                 
|Income tax provision 
      deferred                                                
|Total income tax provision                                                           
|                                                                                     
|NET INCOME                                                                           
|                                                                                     
|NET INCOME PER
      SHARE:                                                          
|BASIC                                                                                
|DILUTED                                                                              
|                                                                                     
|                                                                                     
|WEIGHTED AVERAGE SHARES
      OUTSTANDING:                                           
|BASIC                                                                                
|DILUTED                                                                              
|                                                                                     
|See accompanying
      notes to these condensed consolidated financial
    statements

3

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|FieldPoint
      Petroleum Corporation                                            
|----------------------------------------------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF
      CASHFLOWS                              
|Unaudited                                                                         
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|CASH FLOWS
      FROM OPERATING ACTIVITIES:                                       
|Net income                                                                        
|Adjustments to reconcile to net cash                                              
|Provided by operating activities:                                                 
|Purchase of short-term investments                                                
|Proceeds from sale of short-term investments                                      
|Unrealized holding (gain) loss on short-term
      investments                    
|Realized gains on disposition of short-term
      investments                     
|Gain on sale of property                                                          
|Depletion and depreciation                                                        
|Deferred income taxes                                                             
|Accretion expense                                                                 
|Changes in current assets and liabilities:                                        
|Restricted cash                                                                   
|Accounts receivable                                                               
|Prepaid expenses and other assets                                                 
|Accounts payable and accrued expenses                                             
|Oil and gas revenues payable                                                      
|Other                                                                             
|Net cash provided by operating activities                                         
|                                                                                  
|                                                                                  
|CASH FLOWS
      FROM INVESTING ACTIVITIES:                                       
|Purchase of oil and natural gas properties                                        
|Proceeds from sale of property                                                    
|Net cash used in investing activities                                             
|                                                                                  
|CASH FLOWS
      FROM FINANCING ACTIVITIES:                                       
|Proceeds from exercise of common stock
options                                    
|Repayments of long-term debt                                                      
|Net cash used in financing
      activities                                       
|                                                                                  
|NET INCREASE
      IN CASH                                                        
|                                                                                  
|CASH AND CASH
      EQUIVALENTS, beginning of the                                 
|period                                                                            
|                                                                                  
|CASH AND CASH
      EQUIVALENTS, end of the period                                
|                                                                                  
|                                                                                  
|                                                                                  
|See accompanying notes to these condensed consolidated
      financial statements.

4

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FieldPoint Petroleum
Corporation

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 natural gas
properties, which are located in Louisiana, 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 the consolidated financial statements and the
notes thereto included in the Company's Form 10-KSB filing for the year ended
December 31, 2005.



|2.Stock Based
      CompensationAdoption of SFAS
      No. 123(R)
|-----------------------------------------------------------------

Effective January 1, 2006, the Company
adopted the fair value recognition provisions of Statement of Financial
Accounting Standard 123(R)Share-Based
Payment(SFAS 123(R)) using the modified
prospective transition method. In addition, the Securities and Exchange
Commission issued Staff Accounting Bulletin No. 107Share-Based Payment(SAB 107) in
March, 2005, which provides supplemental SFAS 123(R) application guidance based
on the views of the SEC. Under the modified prospective transition method,
compensation cost recognized includes: (a) compensation cost for all share-based
payments granted prior to, but not yet vested as of January 1, 2006, based on
the grant date fair value estimated in accordance with the original provisions
of SFAS No. 123, and (b) compensation cost for all share-based payments granted
beginning January 1, 2006, based on the grant date fair value estimated in
accordance with the provisions of SFAS 123(R). In accordance with the modified
prospective transition method, results for prior periods have not been restated.
The adoption of SFAS 123(R) resulted in no stock compensation expense as no
options were issued or vested during the quarterly period ended March 31,
2006.

The Black-Scholes option-pricing model was
used to estimate the option fair values. The option-pricing model requires a
number of assumptions, of which the most significant are expected stock price
volatility, the expected pre-vesting forfeiture rate and the expected option
term (the amount of time from the grant date until the options are exercised or
expire). Expected volatility was calculated based upon actual historical stock
price movements. The expected option term was calculated using the simplified
method permitted by SAB 107. The expected forfeiture rate was based on
historical experience and expectations about future forfeitures.

Prior to the adoption of SFAS 123(R), the
Company accounted for stock-based awards to employees using the intrinsic value
method described in Accounting Principles Board Opinion (APB) No. 25,Accounting for Stock Issued to
Employees, and its related interpretations.
Accordingly, no compensation expense has been recognized in the accompanying
condensed consolidated financial statements for stock-based awards to employees
or directors when the

5

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exercise price of the award is equal to or
greater than the quoted market price of the stock on the date of the
grant.

Pro-Forma Stock Compensation Expense
for the Quarterly Period Ended March 31, 2005

For the quarterly period ended March 31,
2005, the Company applied the intrinsic value method of accounting for stock
options as prescribed by APB 25. Since no options were granted and all options
vesting during the quarterly period ended March 31, 2005 had an exercise price
equal to the closing market price of the underlying common stock on the grant
date, no compensation expense was recognized. If compensation expense had been
recognized based on the estimated fair value of each option granted in
accordance with the provisions of SFAS 123 as amended by Statement of Financial
Accounting Standard 148, our net income and net income per share would have been
reduced to the following pro-forma amounts:

|                                                                         |  | Three Months        
|------------------------------------------------------------------------ |  | --------------------
|                                                                         |  | Ended               
|                                                                         |  | March 31,
      2005
|Net income, as
      reported                                            |  | $   
      243,760  
|Compensation expense under
      Opinion 25                              |  | -                   
|Deduct:
      Total stock-based employee compensation expense determined |  |                     
|under
      fair value method for all awards (net of tax)                |  | (19,837)            
|Income available to
      stockholders, pro forma                        |  | $   
      223,923  
|Earnings per
      share:                                                |  |                     
|Basic,
      as reported                                                 |  | $0.03               
|Basic,
      pro forma                                                   |  | $0.03               
|Diluted, as reported                                                     |  | $0.03               
|Diluted, pro forma                                                       |  | $0.03               

Pro-forma compensation expense under SFAS
123, among other computational differences, does not consider potential
pre-vesting forfeitures. In accordance with the modified prospective transition
method of SFAS 123(R), the prior comparative quarterly results have not been
restated.



|Stock Option
  Plan
|-------------------

The Company issued stock options under a
non-qualified Stock Option Plan (the Plan), which was board of director
approved. The Plan permits the grant of share options and shares to its
employees and directors for up to 100,000 shares of common stock. The Company
believes that such awards better align the interests of its employees and
directors with those of its stockholders. Option awards are generally granted
with an exercise price equal to the market price of the Companys stock at the
date of grant; those option awards generally vest based on one to three years of
continuous service and have two to three year contractual terms. Share awards
generally vest over six months to one year.

No options were granted during the year
ended December 31, 2005 or for the three months ended March 31, 2006.

A summary of option activity under the
plan as of March 31, 2006 is presented below. For the quarterly period ended
March 31, 2006, the Company did not grant any options under the non-qualified
Stock Option Plan.

6

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|                                   |  |          |  |          |  | Weighted           |  |           
|---------------------------------- |  | -------- |  | -------- |  | ------------------ |  | ----------
|                                   |  | Number   |  | Weighted |  | Average            |  |           
|                                   |  | of       |  | Average  |  | Remaining          |  | Aggregate 
|                                   |  | Stock    |  | Exercise |  | Contractual        |  | Intrinsic 
|                                   |  | Options  |  | Price    |  | Life
      (years) |  | Value     
|Outstanding, January 1,
      2006 |  | 405,000  |  | $0.65    |  |                    |  |           
|                                  
|Granted                            |  |         |  |         |  |                    |  |           
|Exercised                          |  | (25,000) |  | $0.65    |  |                    |  |           
|Forfeited or expired               |  |         |  |         |  |                    |  |           
|                                  
|Outstanding, March 31,
      2006  |  | 380,000  |  | $0.65    |  | 0.95               |  | $1,994,500
|                                  
|Exercisable, March 31,
      2006  |  | 380,000  |  | $0.65    |  | 0.95               |  | $1,994,500

The total intrinsic value, or the
difference between the exercise price and the market price on the date of
exercise, of options exercised during the quarterly period ended March 31, 2006,
was approximately $185,750. Cash received from stock options exercised during
the quarterly period ended March 31, 2006 was $16,250. All of the options
outstanding and exercisable have an exercise price of $0.65 per share. The
Company had no unvested options and no unrecognized compensation cost at
December 31, 2005 or March 31, 2006. The Company recognized no compensation
expense for stock options during the quarter ended March 31, 2006.



|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 ended     
|------------------------------------------------------------------------ | -----------------------
|                                                                         | March
    31,          
|                                                                         | 2006                   
|Numerator:                                                               |                        
|Net
      income                                                         | $      
    401,503    
|Numerator for basic and diluted earnings per
    share                   | 401,503                
|                                                                        
|Denominator:                                                             |                        
|Denominator
      for basic earnings per share  weighted average shares | 8,486,008              
|                                                                        
|Effect of dilutive
      securities:                                     |                        
|Director stock
      options                                             | 350,547                
|                                                                         |                        
|Dilutive potential common
      shares                                   | 350,547                
|                                                                         |                        
|                                                                        
|Denominator for diluted
      earnings per share  adjusted weighted     |                        
|Average
      shares                                                     | 8,836,555              
|Basic earnings per
      share                                           | $            
      .05
|Diluted earnings per
      share                                         | $            
      .05

7

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|4.Asset Retirement
Obligation
|-----------------------------

In August 2001, the FASB issued Statement
No. 143,Accounting for Asset Retirement
Obligations. That standard requires entities
to record the fair value of a liability for an asset retirement obligation
(ARO) in the period in which it was incurred.

The following table shows the changes in
the balance of the ARO during the three months ended March 31, 2006.

|Asset retirement
      obligation at December  | 31, 2005 |  | $ 549,885      
|---------------------------------------------- | -------- |  | ---------------
|Asset retirement accretion
      expense       |          |  | 8,184          
|Less: plugging cost                            |          |  | -              
|Asset retirement
      obligation at March 31, | 2006     |  | $
      558,069

8

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PART I

Item 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION

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



|General
|-------

FieldPoint Petroleum Corporation derives
its revenues from its operating activities including sales of oil and natural
gas and operating oil and natural gas properties. The Company's capital for
investment in producing oil and natural 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 March
31, 2006 to the three months ended March 31, 2005



|Results of
  Operations
|-----------------------

Revenues increased 23% or $198,260 to
$1,071,930 for the three month period ended March 31, 2006 from the comparable
2005 period. This was primarily due to the overall increase in oil and natural
gas sales pricing. Production volumes decreased 5% on a BOE basis. Average oil
sales prices increased 35% to $61.40 for the three-month period ended March 31,
2006 compared to $45.33 for the period ended March 31, 2005. Average natural gas
sales prices increased 42% to $7.21 for the three-month period ended March 31,
2006 compared to $5.06 for the period ended March 31, 2005.

|                                          |  | Quarter Ended March
      31,
|----------------------------------------- |  | -----------------------------
|                                          |  | 2006                         
|Oil
      Production                      |  | 13,001                       
|Average Sales Price Per
      Bbl ($/Bbl) |  | $61.40                       
|                                         
|Natural Gas
      Production              |  | 32,068                       
|Average Sales Price Per
      Mcf ($/Mcf) |  | $ 7.21                       

Production expenses increased 4% or
$10,751 to $313,101 for the three month period ended March 31, 2006 from the
comparable 2005 period, this was primarily due to the increase in new wells
drilled in late 2005 and online in the period. Depletion and depreciation
increased 8% or $8,282 to $111,000 for the three month period ended March 31,
2006 versus $102,718 in the 2005 comparable period. This was primarily due to
increases in oil and natural gas reserves resulting in a lower current period
depletion rate offset by additional wells. General and administrative overhead
cost decreased 26% or $33,812 to $97,823 for the three-month period ended March
31, 2006 from the three-month period ended March 31, 2005. This was attributable
to a decrease in investor relations and other administrative expenses in the
2006 period.



|Liquidity and Capital
      Resources
|-------------------------------------

Cash flow provided by operating activities
was $1,208,727 for the three-month period ended March 31, 2006, as compared to
$447,488 in the comparable 2005 period. The increase in cash from operating
activities was primarily due to higher net income as well as fluctuations in
accounts payable and a reduction in restricted cash.

9

---

Cash flow used in investing activities was
$670,382 for the three-month period ended March 31, 2006, as compared to
$216,126 in the comparable period. This was due to the purchase of additional
oil and natural gas properties and equipment in the 2006 period offset by a
property sale in the 2005 period. Cash flow used in financing activities was
$133,750 for the three-month period ended March 31, 2006, compared to cash flow
used of $145,700 for the same period in 2005. This decrease was primarily due to
proceeds received from the exercise of stock options offset by an increase in
repayments of long term debt in the 2006 period.

The Company has adopted SFAS 123(R) on
January 1, 2006. The adoption of SFAS 123(R) had no impact on the condensed
consolidated financial statements ending March 31, 2006. The Company did not
grant or have any options vest during the period ending March 31,
2006.



|PART IItem 3. CONTROLS AND PROCEDURES
|-------------------------------------

|a) | The Company's Principal Executive
      Officer and Principal Financial Officer, Ray Reaves, has established and
      is currently maintaining disclosure controls and procedures for the
      Company. As required by Rule 13a-15(b) under the Exchange Act, we
      conducted an evaluation of the effectiveness of our disclosure controls
      and procedures as of March 31, 2005. Based upon that evaluation and
      the material weakness described in our 10- KSB, our principal executive
      officer and principal financial officer concluded that at the end of the
      period covered by this quarterly report on Form 10-QSB, our disclosure
      controls and procedures were not adequate due to a material weakness
      relating to the recording of the deferred income tax provision in our
      10-KSB. We are in the process of improving our internal control over
      financial reporting in an effort to remediate this deficiency. This
      deficiency has been disclosed to our Board of Directors. Additional effort
      is needed to fully remedy this deficiency and we are continuing our
      efforts to improve and strengthen our control processes and
      procedures.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

10

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|PART
II
|-------



|OTHER
      INFORMATIONItem 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                                      
|-- | ---------------------------------------------------
|  
|32 | Certification Pursuant to U.S.C.
      Section 1350
|  



| | Reports on Form
  8-K
| | ---------------------

|1 | Current Report on Form 8-K, Items 7.01, 8.01, and 9.01,
      dated February 9, 2006, as filed with the Commission on February 10,
      2006.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------
| 
|2 | Current Report on Form 8-K, Items 3.02, 5.02, and 9.01,
      dated February 6, 2006, as filed with the Commission on February 9,
      2006. 
| 



|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:May 15,
2006By: /s/ Ray
Reaves_______________________

Ray Reaves, President, Chief Executive Officer,

Treasurer and Chief Financial Officer

11

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