Washington, D.C. 20549




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


For the fiscal year ended December 31, 2004.


[  ]     Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934


Commission File Number: 0-9435


(Name of Small Business Issuer in Its Charter)



(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
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)


Securities registered under Section 12(b) of the Exchange Act:


Securities registered under Section 12(g) of the Exchange Act:


Common Stock, $.01 Par Value
Title of Class


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            


Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [    ]


The issuer's revenues for its most recent fiscal year were $3,016,902.


As of December 31, 2004, 7,680,175 shares of the Registrant's common stock par value $.01 per share, were outstanding.  The aggregate market value of the voting stock held by non-affiliates of the Registrant at March 31, 2005, was $12,625,158.


Documents Incorporated by Reference: The Registrant hereby incorporates herein by reference the following documents.





Certain statements contained in this Form 10-KSB constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act and Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements, other than statements of historical facts, included in this Form 10-KSB that address activities, events or developments that FieldPoint Petroleum Corp. and its subsidiaries (collectively, the "Company") expects, projects, believes or anticipates will or may occur in the future, including such matters as oil and gas reserves, future drilling and operations, future production of oil and gas, future net cash flows, future capital expenditures and other such matters, are forward-looking statements.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, the following:  the volatility of oil and gas prices, the Company's drilling and acquisition results, the Company's ability to replace reserves, the availability of capital resources, the reliance upon estimates of proved reserve, operating hazards and uninsured risks, competition, government regulation, the ability of the Company to implement its business strategy and other factors referenced in this Form 10-KSB. 






FieldPoint Petroleum Corporation, a Colorado corporation (the "Company"), was formed on March 11, 1980, to acquire and enhance mature oil and natural gas field production in the mid-continent and the Rocky Mountain regions. Since 1980, the Company had engaged in oil and gas operations and, in 1986, divested all oil and gas assets and operations. From December 1986, until its reverse acquisition on December 31, 1997, The Company had not engaged in oil and gas operations.


Reverse Acquisition - On December 22, 1997, The Company entered into an Agreement with Bass Petroleum, Inc., a Texas corporation ("BPI"), pursuant to which, on December 31, 1997, the Company acquired from the shareholders of BPI an aggregate of 8,655,625 shares of capital stock of BPI, in exchange for the issuance of 4,000,000 unregistered shares of the Company's common stock.  The transaction was treated, for accounting purposes, as an acquisition of FieldPoint Petroleum Corporation by Bass Petroleum, Inc. On December 31,1997, the Company changed its name from Energy Production Company to FieldPoint Petroleum Corporation. 


Business Strategy


The Company's business strategy is to continue to expand its reserve base and increase production and cash flow through the acquisition of producing oil and gas properties.  Such acquisitions will be based on an analysis of the properties' current cash flow and the Company's ability to profit from the acquisition.  The Company's ideal acquisition will include not only oil and gas production, but also leasehold and other working interest in exploration areas.


The Company will also seek to identify promising areas for the exploration of oil and gas through the use of outside consultants and the expertise of the Company.  This identification will include collecting and analyzing geological and geophysical data for exploration areas.  Once promising properties are identified, the Company will attempt to acquire the properties either for drilling oil and natural gas wells, using independent contractors for drilling operations, or for sale to third parties.


The Company recognizes that the ability to implement its business strategies is largely dependent on the ability to raise additional debt or equity capital to fund future acquisition, exploration, drilling and development activities.  The Company's capital resources are discussed more thoroughly in Part II, Item 6, in Management's Discussion and Analysis.




As of December 31, 2004, the Company had varying ownership interest in 339 gross productive wells (90.79 net) located in 4 states.  The Company operates 61 of the 339 wells; the other wells are operated by independent operators under contracts that are standard in the industry. It is a primary objective of the Company to operate most of the oil and gas properties in which it has an economic interest.  The Company believes, with the responsibility and authority as operator, it is in a better position to control cost, safety, and timeliness of work as well as other critical factors affecting the economics of a well.


Market for Oil and Gas


The demand for oil and gas is dependent upon a number of factors, including the availability of other domestic production, crude oil imports, the proximity and size of oil and gas pipelines in general, other transportation facilities, the marketing of competitive fuels, and general fluctuations in the supply and demand for oil and gas.  The Company intends to sell all of its production to traditional industry purchasers, such as pipeline and crude oil companies, who have facilities to transport the oil and gas from the wellsite.




The oil and gas industry is highly competitive in all aspects.  The Company will be competing with major oil companies, numerous independent oil and gas producers, individual proprietors, and investment programs.  Many of these competitors possess financial and personnel resources substantially in excess of those which are available to the Company and may, therefore, be able to pay greater amounts for desirable leases and define, evaluate, bid for and purchase a greater number of potential producing prospects that the Company's own resources permit.  The Company's ability to generate resources will depend not only on its ability to develop existing properties but also on its ability to identify and acquire proven and unproven acreage and prospects for further exploration.


Environmental Matters and Government Regulations


The Company's operations are subject to numerous federal, state and local laws and regulations controlling the discharge of materials into the environment or otherwise relating to the protection of the environment.  Such matters have not had a material effect on operations of the Company to date, but the Company cannot predict whether such matters will have any material effect on its capital expenditures, earnings or competitive position in the future.


The production and sale of crude oil and natural gas are currently subject to extensive regulations of both federal and state authorities.  At the federal level, there are price regulations, windfall profits tax, and income tax laws.  At the state level, there are severance taxes, proration of production, spacing of wells, prevention and clean-up of pollution and permits to drill and produce oil and gas.  Although compliance with their laws and regulations has not had a material adverse effect on the Company's operations, the Company cannot predict whether its future operations will be adversely effected thereby.


Operational Hazards and Insurance


The Company's operations are subject to the usual hazards incident to the drilling and production of oil and gas, such as blowouts, cratering, explosions, uncontrollable flows of oil, gas or well fluids, fires, pollution, releases of toxic gas and other environmental hazards and risks.  These hazards can cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage and suspension of operations.


The Company maintains insurance of various types to cover its operations.  The Company's insurance does not cover every potential risk associated with the drilling and production of oil and gas.  In particular, coverage is not obtainable for certain types of environmental hazards.  The occurrence of a significant adverse event, the risks of which are not fully covered by insurance, could have a material adverse effect on the Company's financial condition and results of operations.  Moreover, no assurance can be given that the Company will be able to maintain adequate insurance in the future at rates it considers reasonable.




Office Facilities- The office space for the Company's executive offices at 1703 Edelweiss Drive, Cedar Park, Texas 78613, is currently provided by the majority shareholder at a cost of $2,500 per month as of December 31, 2004.


Employees- As of March 31, 2005, the Company had 4 employees. The Company considers its relationship with its employees satisfactory.




Principal Oil and Gas Interest

Lusk Field, Lea County New Mexico is a producing oil and gas field located outside of Hobbs, New Mexico. The company owns an 87.5%-100% working interest in two oil and gas wells producing out of the Bonesprings and Yates formations at depth ranging from approximately 3,400 feet to approximately 10,000 feet. The company also owns an 87.5% working interest in one water disposal well.  


Chickasha Field, Grady County Oklahoma is a waterflood project producing from the Medrano Sand. The Rush Springs Medrano Unit is located approximately sixty five miles southwest of Oklahoma City, Oklahoma. The Company has a 20.64% working interest in the unit which consists of 21 producing oil and gas wells and 11 water injection wells.


Hutt Wilcox Field, McMullen and Atascosa County Texas is an oil and gas field located approximately 60 miles south of San Antonio, Texas producing from the Wilcox sand. The Company has a working interest in 14 oil wells.


West Allen Field, Pontotoc County Oklahoma is a producing oil and gas field located approximately 100 miles south of Oklahoma City, Oklahoma. The Company has a working interest in 52 leases or a total of 224 wells, the leases have multiple wellbores and the Company has plans to participate in the future recompletion of behind pipe zones.


Giddings Field, Fayette County Texas is in the prolific Austin Chalk field located in various counties surrounding the city of Giddings, Texas. In February 1998, the company acquired a 97% working interest in the Shade lease. The lease currently has 3 producing oil and gas wells with a daily production rate of approximately 120 Mcfe net to the Company. Oil and Gas are produced from the Austin chalk formation; the Company will evaluate whether additional reserves can be developed by use of horizontal well technology.


Big Muddy Field, Converse County Wyoming is a producing oilfield located approximately thirty miles south of Casper, Wyoming.  FieldPoint Petroleum owns a 100% working interest in the Elkhorn and J.C. Kinney lease which consists of 3 oil wells producing out of the Wallcreek and Dakota formations at depths ranging from approximately 3,200 feet to approximately 4,000 feet.


Serbin Field, Lee and Bastrop Counties Texas is an oil and gas field located approximately 50 miles east of Austin and 100 miles west of Houston.  The Company has a working interest in 72 producing oil and gas wells with a production rate for 2004 of approximately 45 barrels of oil equivalent ("BOE") net to the Company.  Oil and gas are produced from the Taylor Sand at depths ranging from approximately 5,300 feet to approximately 5,600 feet; it is a 46-gravity oil sand.




The table below sets forth oil and gas production from the Company's net interest in producing properties for each of its last two fiscal years.


Oil and Gas Production









Oil (Bbls)




Gas (Mcf)







Average Sales Price




Oil ($/Bbl)




Gas ($/Mcf)



Average Production Cost ($/BOE)




The Company's oil and gas production is sold on the spot market and the Company does not have any production that is subject to firm commitment contracts.  During the year ended December 31, 2004, purchases by each of four customers, Dorado Oil Company, Pontotoc Production, Inc., Westport Resources, and ConocoPhillips represented more than 10% of total Company revenues.  During the year ended December 31, 2003, purchases by each of four customers, Westport Resources, Pontotoc Production, Inc., Dorado Oil Company and Plains Petroleum represented more than 10% of the total Company revenues.  None of these customers, or any other customers of the Company, has a firm sales agreement with the Company.  The Company believes that it would be able to locate alternate customers in the event of the loss of one or all of these customers.  


Productive Wells


The table below sets forth certain information regarding the Company's ownership, as of December 31, 2004, of productive wells in the areas indicated.


Productive Wells














New Mexico


























1 A gross well or acre is a well or acre in which a working interest is owned.  The number of gross wells is the total number of wells in which a working interest is owned.  The number of gross acres is the total number of acres in which a working interest is owned.

2 A net well or acre is deemed to exist when the sum of fractional ownership working interests in gross wells or acres equals one.  The number of net wells or acres is the sum of the fractional working interests owned in gross wells or acres expressed as whole numbers and fractions thereof.


Drilling Activity


The Company drilled no wells in 2004 and drilled 4 wells in 2003 of which include two were determined to be productive. The Company incurred $86,948 of exploration expense relating to the unsuccessful wells. 




Please refer to unaudited Note 13 in the accompanying audited financial statements for a summary of the Company's reserves at December 31, 2004 and 2003.




The following tables set forth the gross and net acres of developed and undeveloped oil and gas leases in which the Company had working interest and royalty interest as of December 31, 2004.  The category of "Undeveloped Acreage" in the table includes leasehold interest that already may have been classified as containing proved undeveloped reserves.










New Mexico






































The Company's Common Stock is traded in the over-the-counter market and listed on the Bulletin Board under the symbol "FPPC." The following quotations, where quotes were available, reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions.















First Quarter




Second Quarter




Third Quarter




Fourth Quarter
















First Quarter




Second Quarter




Third Quarter




Fourth Quarter




At March 31, 2004, the approximate number of shareholders of record was 1,250.  The Company has not paid any dividends on its Common Stock and does not expect to do so in the foreseeable future.


Recent Sales of Unregistered Securities


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


















The units were sold without registration under the Securities Act of 1933, (the"Securities Act") in reliance upon an exemption set forth in Section 4(2) and Regulation D thereunder.  Proceeds of the sale were used for working capital.





Number of
securities to be
issued upon
exercise of
outstanding options, warrants and rights

Weighted average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a))





Equity compensation plans approved by
     security holders




Equity compensation plans not approved
     by security holders(1)









(1)    Includes nonqualified options granted to outside directors.




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.




FieldPoint Petroleum Corporation derives its revenues from its operating activities including sales of oil and gas and operating oil and gas properties.  The Company's capital for investment in producing oil and gas properties has been provided by cash flow from operating activities and from bank financing.  The Company categorizes its operating expenses into the categories of production expenses and other expenses. 


Comparison of Year Ended December 31, 2004 to Year Ended December 31, 2003


Results of Operation


Revenues increased 24% or $587,527 to $3,016,902 for the year ended December 31, 2004, from the comparable 2003 period.  Oil production volumes decreased by 3% at the same time the average price per barrel increased 29% during 2004 to $38.35 from the comparable 2003 period average price of $29.69 per barrel.  Also in 2004, the gas production volume decreased by 11% while the average price per Mcf was $4.31, an increase of 37% from the 2003 comparable period.  The decreases in production volumes were primarily due to declines in the Kerr McGee operated Rush Springs Unit in Grady County, Oklahoma offset by the Lea County New Mexico Lusk Field acquisition.


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