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, 2000

[ ] 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, 2000, the number of shares outstanding of the Registrant's $.01 par value Common Stock was 6,995,925.

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

                                     ASSETS
                                     ------
                                                                September 30,   December 31,
                                                                     2000           1999
                                                                 -----------    -----------
CURRENT ASSETS:                                                  (unaudited)
---------------
   Cash                                                          $   426,281    $   117,259
   Trading securities                                                  2,880          2,880
   Accounts receivable:
       Advances                                                        7,500           --
       Oil and gas sales                                             164,467        135,067
       Joint interest billings, less allowance for doubtful
            accounts of $74,192 and $71,192 respectively              73,043         84,906
   Prepaid expenses                                                   54,534          2,535
                                                                 -----------    -----------
                  Total current assets                               728,705        342,647
PROPERTY AND EQUIPMENT:

   Oil and gas properties (successful efforts method):
       Leasehold costs                                             2,613,923      2,396,998
       Lease and well equipment                                      428,022        351,425
   Furniture and equipment                                            32,497         32,280
   Transportation equipment                                           75,974         75,974
   Less accumulated depletion and depreciation                      (793,005)      (675,424)
                                                                 -----------    -----------
                  Net property and equipment                       2,357,411      2,181,253
OTHER ASSETS
                  Total assets                                       218,459         25,981
                                                                 -----------    -----------
                                                                 $ 3,304,575    $ 2,549,881
                                                                 ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
CURRENT LIABILITIES:
--------------------
   Current portion of long-term debt                             $   284,817    $   409,132
   Accounts payable and accrued expenses                              43,638        112,339
   Oil and gas revenues payable                                       67,573         49,799
                                                                 -----------    -----------
                  Total current liabilities                          396,028        571,270

LONG-TERM DEBT, net of current portion                               360,348        559,462
DEFERRED INCOME TAXES                                                 44,000         15,954

COMMMITMENTS
STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value, 75,000,000 shares authorized;
       6,995,925 and 6,331,925 shares issued and outstanding,
       respectively                                                   69,959         63,319
   Additional paid-in capital                                      1,904,627      1,177,785
   Treasury stock, 117,500 shares of common stock                     (1,175)        (1,175)
    Retained earnings                                                530,788        163,266
                                                                 -----------    -----------
                  Total stockholders' equity                       2,504,199      1,403,195
                                                                 -----------    -----------
                  Total liabilities and stockholders' equity     $ 3,304,575    $ 2,549,881
                                                                 ===========    ===========

See accompanying notes to these consolidated financial statements


FieldPoint Petroleum Corporation
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                                                 For The Three Months Ended
                                                         September 30,
                                                     -------------------
                                                     2000           1999
                                                 -----------    -----------
                                                 (unaudited)    (unaudited)
REVENUE:
  Oil and gas sales                              $   383,942    $   248,677
  Well operational and pumping fees                   32,219         32,759
  Other                                                 --             --
                                                 -----------    -----------
                  Total revenue                      416,161        281,436

COSTS AND EXPENSES:

  Production expense                                 152,131         96,103
  Depletion and depreciation                          39,000         36,000
  General and administrative                          55,018         81,246
                                                 -----------    -----------
                  Total costs and expenses           246,149        213,349

OTHER INCOME (EXPENSE):
  Interest income (expense), net                     (21,545)       (27,933)
  Miscellaneous                                        7,897             45
                                                 -----------    -----------


                  Total other income (expense)       (13,648)       (27,888)
                                                 -----------    -----------

INCOME BEFORE INCOME TAXES                           156,364         40,199

INCOME TAX (PROVISION)                               (39,160)        (6,200)
                                                 -----------    -----------

NET INCOME                                           117,204         33,999

BASIC AND DILUTED NET INCOME PER SHARE           $      0.02    $      *
                                                 -----------    -----------


WEIGHTED AVERAGE SHARES BASIC                      6,700,868      5,832,709
                                                 ===========    ===========
WEIGHTED AVERAGE SHARES DILUTED                    6,968,793      5,839,888
                                                 ===========    ===========

* Less than $.01

See accompanying notes to these consolidated financial statements


FieldPoint Petroleum Corporation
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                                                 For The Nine Months Ended
                                                        September 30,
                                                     -------------------
                                                     2000           1999
                                                 -----------    -----------
                                                 (unaudited)    (unaudited)
REVENUE:
  Oil and gas sales                              $ 1,053,284    $   494,100
  Well operational and pumping fees                   96,884         98,708
                                                 -----------    -----------
                  Total revenue                    1,150,168        592,808

COSTS AND EXPENSES:
  Production expense                                 378,644        183,415
  Depletion and depreciation                         117,000        108,000
  General and administrative                         204,297        245,558
                                                 -----------    -----------
                  Total costs and expenses           699,941        536,973

OTHER INCOME (EXPENSE):
  Interest income (expense), net                     (62,669)       (58,368)
  Miscellaneous                                        8,010         24,706
                                                 -----------    -----------
                  Total other income (expense)       (54,659)       (33,662)
                                                 -----------    -----------

INCOME BEFORE INCOME TAXES                           395,568         22,173

INCOME TAX (PROVISION)                               (28,046)        (2,000)
                                                 -----------    -----------

NET AND COMPREHENSIVE INCOME                         367,522         20,173

BASIC NET INCOME PER SHARE                       $      0.06    $      *

DILUTED NET INCOME PER SHARE                     $      0.05    $      *
                                                 -----------    -----------

WEIGHTED AVERAGE SHARES BASIC                      6,478,932      5,717,076
                                                 ===========    ===========
WEIGHTED AVERAGE SHARES DILUTED                    7,072,948      6,089,363
                                                 ===========    ===========

* Less than $.01

See accompanying notes to these consolidated financial statements


                        FieldPoint Petroleum Corporation
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                     September 30,
                                                                  -------------------
                                                                  2000           1999
                                                              -----------    -----------
                                                              (unaudited)    (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                  $   367,522    $    20,173
  Adjustments to reconcile to net cash
      Provided by operating activities:
  Depletion and depreciation                                      117,000        108,000
  Stock Compensation to Consultant                                 13,000         41,450
  Deferred Income Taxes                                            28,046           --
  Changes in assets and liabilities:
       Accounts receivable                                        (25,037)      (104,478)
       Taxes recoverable                                           48,000
       Prepaid expenses and other assets                            3,104        (11,250)
       Accounts payable and accrued expenses                      (68,701)       (50,600)
       Oil and gas revenues payable                                17,774         (3,038)
       Payable to related party                                      --          (13,800)
                                                              -----------    -----------
         Net cash provided (used) by operating activities         452,708         34,457


CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to oil and gas properties                            (293,522)    (1,218,335)
  Purchase of furniture and equipment                                (217)          (348)
  Decrease in earnest money deposit                                  --           40,000
                                                              -----------    -----------
         Net cash used by investing activities                   (293,739)    (1,178,683)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                                       --        1,110,000
  Repayments of long-term debt                                   (323,429)      (734,855)
  Proceeds from exercise of stock options & warrants,
                                    Net of fees                   473,482         46,000
  Proceeds from sales of common stock, net of offering fees          --          931,019
  Proceeds from sale of treasury stock                               --           50,905
                                                              -----------    -----------
         Net cash provided by financing activities                150,053      1,403,069
                                                              -----------    -----------

NET INCREASE IN CASH                                              309,022        258,843

CASH, beginning of the period                                     117,259          1,375
                                                              -----------    -----------

CASH, end of the period                                       $   426,281    $   260,218
                                                              ===========    ===========

SUPPLEMENTAL INFORMATION:

  Cash paid during the period for interest                    $    63,817    $    59,202
                                                              ===========    ===========
  Cash paid during the period for income taxes                       --             --
                                                              ===========    ===========

See accompanying notes to these consolidated financial statements.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Nature of Business, Organization And Basis of Preparation And Presentation

FieldPoint Petroleum Corporation (the "Company") is incorporated under the laws of the state of Colorado. The Company is engaged in the acquisition, operation and development of oil and gas properties, which are located in south central Texas and Wyoming.

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. However, in the opinion of management, all adjustments (which consist only of normal recurring adjustments) necessary to present fairly the financial position and results of operations for the periods presented have been made. These condensed consolidated financial statements should be read in conjunction with financial statements and the notes thereto included in the Company's Form 10-KSB filing for the year ended December 31, 1999.

2. Stockholders Equity

During the period ended September 30, 2000, a board member exercised options at $.10 per share to acquire 25,000 shares of the Company's common stock. Also during the period, the Company issued 389,000 shares of common stock for the exercise of outstanding warrants at $1.25 per share, realizing net proceeds after commissions of $461,982.


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, bank financing, and the recently completed equity offering. The Company categorises its operating expenses into the categories of production expenses and other expenses.

Comparison of three months ended September 30, 2000 to the three months ended
September 30, 1999

Results of Operations

Revenues increased 48% or $134,725 to $416,161 for the three month period ended September 30, 2000 from the comparable 1999 period, this was due primarily to the overall increase in the average price received for oil and gas sales. Production volumes increased 13% on a BOE basis. Average oil sales prices increased 45% to $29.35 for the period ended September 30, 2000 compared to $20.15 for the period ended September 30, 1999. Average gas sales prices increased 45% to $3.06 for the period ended September 30, 2000 compared to $2.10 for the period ended September 30, 1999.

Production expenses increased 59% or $56,028 to $152,131 for the three month period ended September 30, 2000 from the comparable 1999 period, this was primarily due to additional workovers in the form of remedial repairs and an increase in the number of producing oil and gas properties the company owns. Depletion and depreciation increased 8% or $3000 to $39,000 this was primarily due to the development of additional oil and gas properties resulting in increased production and related equipment during the period ended September 30, 2000 compared to the 1999 period. General and administrative overhead cost decreased 33% or $26,228 to $55,018 for the three month period ended September 30, 2000 from the comparable 1999 period. This was attributable to lower salaries,legal, and engineering fees related to research of possible acquisitions.

Net other expense for the three months ended September 30, 2000 was $13,648 compared to $27,888 for the 1999 period. This decrease was primarily due to an increase in miscellaneous income which offset interest expense.

Comparison of nine months ended September 30, 2000 to the nine months ended
September 30, 1999

Results of Operations

Revenues increased 94% or $557,360 to $1,150,168 for the nine month period ended September 30, 2000 from the comparable 1999 period, this was due to the overall increase in the average price received for oil and gas sales. Production volumes increased 23% on a BOE basis. Average oil sales prices increased 74% to $27.51 for the period ended September 30, 2000 compared to $15.96 for the period ended September 30, 1999. Average gas sales prices increased 54% to $2.58 for the nine month period ended September 30, 2000 compared to $1.67 for the period ended September 30, 1999.

Production expenses increased 106% for the nine month period ended September 30, 2000 from the comparable 1999 period, this was primarily due to additional workovers in the form of remedial repairs and an increase in the number of oil and gas properties the company owns. Depletion and depreciation expense increased 8% to $117,000, this was due to the development of additional oil and gas properties resulting in increased production and related equipment during the period ended September 30, 2000 compared to the 1999 period. General and administrative overhead cost decreased 17% or $41,261 to $204,297 for the nine month period ended September 30, 2000 from the nine month period ended September 30, 1999. This was attributable to lower salaries,legal and engineering fees related to research of possible acquisitions.


Net other expense for the nine months ended September 30, 2000 was $54,659 compared to $33,662 for the comparable 1999 period. The increase was primarily due to a decrease in miscellaneous income which offset interest expense.

Liquidity and Capital Resources

Cash flow provided by operating activities was $452,708 for the nine month period ended September 30, 2000, as compared to $34,457 in cash flow used by operating activities in the 1999 period. The increase in cash from operating activities was primarily due to increased net income in 2000.

Cash flow used by investing activities was $293,739 for the period ended September 30, 2000, compared to $1,178,683 for the period ended September 30, 1999. This is primarily due to decreased purchases of oil and gas properties. Cash flow provided by financing activities was $150,053 for the period ended September 30, 2000, as compared to $1,403,069 provided by financing activities for the same period in 1999. This was due to repayment of existing long-term debt and the completion of common stock offering during 1999.

The Company cannot predict how oil and gas prices will vary during 2000 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.


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 month ended September 30, 2000, the Company sold 389,000 shares of Common Stock after the exercise of warrants at $1.25 per share. The Company paid cash commissions to W.B. McKee Securities, Inc. in the amount of $24,313.25.
With respect to these sales, the Company relied on Section 4 (2) of the Securities Act.

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 third Quarter of 2000:

a. None on Form 8-K
b. 10.1 Consulting Agreement dated May 9, 2000 between FieldPoint Petroleum Corp. and Parrish Brian & Co.
c. Exhibit 27 Financial Data Schedule

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 14, 2000         By:   /s/ Ray Reaves
                                    --------------------------------------------
                                  Ray Reaves, Treasurer, Chief Financial Officer


CONSULTING AGREEMENT

This consulting agreement (the "Consulting Agreement") made as of the 9th day of May, 2000, by and between PARRISH BRIAN & CO., INC. with an office at 577 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07675 ("PBCI") and FIELDPOINT PETROLEUM CORP., 1703 Edelweiss Drive, Cedar Park, Texas 78613 ("FPPC").

WHEREAS, FPPC is an independent oil & gas company; and

WHEREAS, FPPC is a publicly traded entity under the rules of the NATIONAL ASSOCIATION OF SECURITIES DEALERS and trades on the OTC ELECTRONIC BULLETIN BOARD; and

WHEREAS, FPPC requires certain financial and business development services; and

WHEREAS, PBCI is engaged in the business of providing consulting and business development services and is desirous of performing such services for FPPC; and

WHEREAS, FPPC and PBCI desire to memorialize their relationship in a written document; and WHEREAS, the execution of this Agreement has been approved by the Board of Directors of FPPC.

NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS HEREINAFTER

STATED, INTENDED TO BE LEGALLY BOUND, THE PARTIES HAVE AGREED AS FOLLOWS:

1. APPOINTMENT

FPPC hereby appoints PBCI as its non-exclusive consultant and business development representative and hereby retains PBCI and PBCI accepts such appointment and agrees to perform the services specified in a competent, professional, and faithful manner upon the terms and conditions hereinafter set forth.

2. TERM

The term of this Agreement shall commence upon PBCI's receipt of shares described in Section 7(a)(I) hereof and continue for five (5) years thereafter, subject to the right of either party hereto to terminate this Agreement for any reason upon thirty (30) days written notice to the other party.

3. SERVICES

(a) PBCI shall assist in establishing and advising FPPC with respect to general business planning, development and implementation of such plans and strategies including the development and expansion of FPPC's present business and new business ventures;

(b) PBCI shall assist FPPC in analyzing present corporate financial needs and possible future financing and advise FPPC with respect to capital structure;


(c) PBCI shall seek to identify merger, purchase, investment and similar joint ventures and/or business combination candidates and assist FPPC in the analysis, development, and completion of potential mergers, acquisitions, investments and/or joint ventures which FPPC may consider;

(d) PBCI shall act, generally, as financial public relations advisor, essentially acting as liaison between FPPC and its stockholders, as advisor and liaison with respect to existing and potential market makers, broker-dealers, underwriters and investors and as advisor with respect to the planning, design, development, organization, writing and distribution of communications and information, including but not limited to press releases, shareholder reports, company profiles and other documents;

(e) PBCI shall assist in establishing and advising FPPC with respect to shareholder meetings, interviews of FPPC's officers by the financial media and interviews of FPPC's officers by analysts, market makers, broker-dealers and other members of the financial community;

(f) PBCI shall seek to make FPPC, its management, its products and services and its financial situation and prospects known to the oil & gas industry, financial press and publications, broker-dealers, mutual funds, institutional investors, market makers, analysts, investment advisors and other members of the financial community as well as the financial media and the public generally;

(g) To the extent requested by FPPC, PBCI shall assist FPPC in securing funding, including through the exercise of warrants, options, and similar rights, issued or to be issued;

(h) PBCI shall provide general consulting services on such matters as may be requested by the Board of Directors of FPPC.

4. PERFORMANCE OF SERVICES

PBCI warrants and agrees:

(a) That it will render the services and perform its responsibilities under this Agreement in accordance with high professional standards and will make all reasonable efforts to use high levels of expertise; that the personnel assigned to perform services under this Agreement shall have the appropriate skills and expertise to efficiently perform such services; and that in carrying out its responsibilities under this Agreement, PBCI agrees to assure that its actions and performance of services are and shall be conducted in compliance with all applicable laws, rules and regulations, including but not limited to federal and state securities laws; and PBCI shall disclose to any and all parties with whom it deals in accordance with its services on behalf of FPPC any and all of its interest in FPPC, whether direct, indirect, beneficial, contingent or otherwise;

(b) FPPC shall have no responsibility for the acts and conduct of PBCI hereunder, whether filing of reports, forms or disclosures, and PBCI hereby shall defend, indemnify and hold FPPC (which term for this Section 4(b) includes FPPC's officers, directors, agents, shareholders, attorneys and representatives) harmless for and against any and all liabilities, actions, claims, suits, proceedings, demands, investigations, including costs, expenses and counsel fees, incident to the performance of services by PBCI hereunder or due to any failure of disclosure by PBCI to third parties as to its interest in FPPC or as to information concerning FPPC or its failure to comply with all applicable federal and state securities laws, exchanges' and commissions' rules and regulations; provided such indemnity shall not apply to the extent any such liability arises from or is substantially attributable to a negligent act or material omission by FPPC;

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(c) That it shall not release any financial or other material information or data about FPPC without first providing same to FPPC;

(d) That it shall not conduct meetings with financial analysts, merger, acquisition, joint venture, investment opportunities or other business combination candidates, and potential and existing customers without informing FPPC in advance of the proposed meeting with the format or agenda of such meeting and with complete copies of all reports and communications to be made available at any such meeting to be provided prior thereto to FPPC;

(e) That it shall not release any information or data about FPPC to any person selected or limited group of people or other entity, in the event PBCI is or should have been aware that such information is material and has not otherwise been generally released;

(f) That it shall restrict or cease, as directed by FPPC, all public relations efforts, including all dissemination of information regarding FPPC immediately upon receipt of instructions to that affect from FPPC; and after notice by FPPC of a filing for a proposed public offering of its securities and during any period of restriction on publicity, PBCI shall not engage in any public relations efforts not in the normal course without written approval of securities counsel for FPPC and counsel for underwriters, if any;

(g) PBCI shall not take any action which would in any way adversely affect the reputation, standing or prospects of FPPC or would cause FPPC to be in violation of applicable law;

(h) That it shall promptly supply FPPC prior to their use or dissemination with complete copies of all stockholder reports and communications; with all data and information to be supplied to any financial analyst, broker-dealer, market maker, or other member of the financial community and with all brochures or other materials relating to FPPC, its operations, management, product, services, finances, proposals, properties, etc. PBCI shall inform FPPC in advance in writing as to the persons or institutions to whom release of any of the foregoing information or communications are to be made.

5. DUTIES OF FPPC

FPPC shall provide PBCI, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations and shall advise PBCI of any facts which would affect the accuracy of any data and information previously supplied pursuant to this paragraph.

FPPC shall promptly supply PBCI with full and complete copies of all filings with all federal and state securities agencies; with full and complete copies of all stockholder reports and communications; with all data and information supplied to any financial analyst, broker-dealer, market maker or other member of the financial community and with all brochures or other sales materials relating to its products or services. FPPC shall inform PBCI as to the persons or institutions to whom release of any of the foregoing information or communications have been made.

3

6. REPRESENTATION AND INDEMNIFICATION

FPPC shall be deemed to have made a continuing representation of the accuracy of any and all material facts, information and data which it supplies to PBCI and acknowledges its awareness that PBCI will rely on such continuing representation in disseminating such information and otherwise performing its consulting functions. However, nothing herein is to be construed as alleviating PBCI's due diligence obligations; and provided further nothing herein is to be construed that information that subsequently changes or is updated was not accurate at the time. Other than its knowledge of changes or updated materials, PBCI, in the absence of notice in writing from FPPC, will rely on the continuing accuracy of material, information and data. FPPC shall defend, indemnify and hold PBCI (which term for this Section 6 includes PBCI's officers, directors, agents, shareholders, attorneys and representatives) harmless for any and all liabilities, actions, claims, suits, proceedings, demands, investigations, including costs, expenses and counsel fees, incident to the providing to PBCI by FPPC of materially false facts, information or data concerning itself or its operations; provided such indemnity shall not apply to the extent any liability arises from or is substantially attributable to a negligent act or material omission by PBCI.

7. COMPENSATION

a) For the services of PBCI hereunder, FPPC agrees to pay to PBCI up to 510,000 shares of FPPC common stock, including warrants, for services rendered under this Agreement and in lieu of PBCI's normal retainer. Said shares and warrants are to be issued and are deemed earned upon the occurrence of the following events:

i) 160,000 shares of restricted FPPC common stock due upon execution of this Agreement, in such denominations and form acceptable to PBCI;
ii) Warrants, in the form annexed as Exhibit "A" to this Agreement, expiring May 8, 2005 and entitling PBCI or its designees to purchase 350,000 shares at a purchase price of $1.68 per share. Said warrants are exercisable into a the specified number of common shares as described below, upon FPPC achieving the following milestones:

a) 150,000 warrants upon the successful exercise of at least 500,000 of the currently outstanding Class A warrants, held by clients of W.B. McKee Securities;
b) 200,000 warrants upon FPPC completing an equity funding of at least a gross amount of $5 million.

b) In addition to the payments provided in subsection 7(a) hereof, PBCI shall be entitled to additional success fees in connection with any acquisitions, divestitures, financing and other similar transactions not so defined in subsection 7(a) above when consummated by FPPC in which PBCI has been involved for purposes of negotiation or evaluation on behalf of FPPC. Any transaction which is so initiated, notwithstanding consummation date, within two
(2) years of the termination of this Agreement shall be subject to this success fee, which success fee to be negotiated between the parties, and agreed to in writing via an instrument separate from this Agreement.

c) As further inducement to PBCI to serve FPPC as provided in Section 3 above, FPPC covenants and agrees that, as more fully set forth in Exhibit "A", upon written request of PBCI, FPPC shall cause to be filed a Registration Statement under the Securities Act of 1933, as amended, registering the shares acquired via the warrant exercise. The aforementioned registrations will be at the expense of FPPC.

8. EXPENSES

PBCI is expected to incur reasonable out-of-pocket expenses, including telephone charges, for providing the services for FPPC as provided herein. Reimbursement for such expenses shall be subject to such reasonable budget previously approved by FPPC. Any anticipated significant expenses (significant encompasses any expenses exceeding $500.00) must be submitted to FPPC for prior written approval.

4

For other expenses on behalf of FPPC other than out-of-pocket expenses, such as third party work (lay-outs, mark-ups, printing, art, photograph or graphics), for FPPC annual reports, interim shareholder reports, product brochures, press releases, etc. FPPC shall either pay such third-party vendors or reimburse PBCI if previously approved by FPPC as to the vendor and the work.

9. RELATIONSHIP OF PARTIES

PBCI is responsible for compensation of its agents, employees and representatives, as well as all applicable withholding therefrom and taxes thereon. This Agreement does not establish any partnership, joint venture or other business entity or association between the parties and neither party is intended to have any interest in the business or property of the other except for the issuance of shares to PBCI as set forth in Section 7 hereto. Except as expressly agreed herein neither party shall have the authority to obligate, commit or bind the other in any manner whatsoever, except that should PBCI desire to subcontract services, FPPC shall be notified in writing and approve of such subcontractor relationship before any services are rendered or compensation is assigned to subcontractor.

10. DISCLOSURE OF INFORMATION

PBCI acknowledges that, in and as a result of the Agreement, it will be making use of, acquiring and/or adding to confidential or proprietary information and of a special and unique nature and value to FPPC, including, but not limited to, the nature and material terms of business opportunities and proposals available to FPPC, the names and addresses of FPPC customers and suppliers, operating procedures, methods and systems, financial records of FPPC and other information, data and documents now existing or later acquired by PBCI regardless of whether any such information, data or documents qualify as a "trade secret" under applicable federal or state laws (collectively, the "Confidential Information"). As a material inducement to FPPC to enter into this Agreement, and to pay to PBCI the compensation referred to in Section 7 hereof, along with other considerations provided herein, PBCI covenants and agrees that it shall not at any time during the term or following any termination of this Agreement, directly or indirectly, divulge or disclose or use for any purpose whatsoever (except for the sole and exclusive benefit of FPPC as reasonably required in connection with its duties to or as otherwise required by law), any Confidential Information which has been obtained by or disclosed to it as a result of this Agreement or its retention hereunder. In accordance with the foregoing, PBCI further agrees that it will at no time retain or remove from the premises of FPPC records of any kind or description whatsoever for any purpose whatsoever unless authorized by FPPC and will return all of the foregoing to FPPC upon FPPC request or upon any termination or expiration of this Agreement. In the event of a breach of threatened breach by PBCI of any of the provisions of this Section 11, FPPC, in addition to and not in limitation of any other rights, remedies or damages available to it at law or in equity, shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by PBCI or its agents, partners, representatives, servants, employers, employees and/or any and all persons directly or indirectly acting for or with PBCI.

11. TRANSFER OF INTEREST AND DUTIES.

The parties hereto agree that in the event FPPC is sold or merged with another corporation, then, and in that case, this Agreement may be assigned by FPPC to said merged or acquiring corporation, and PBCI hereby agrees to be bound by this Agreement even though FPPC shall be merged with another.

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12. APPLICABLE LAW; SEVERABILITY.

This Agreement shall be governed by and construed pursuant to the laws of the State of New Jersey, where it is made and executed. If any terms or part of this Agreement shall be determined to be invalid, illegal or unenforceable in whole or in part, the validity of the remaining part of such term of the validity of any other term of this Agreement shall not in any way be affected. All provisions of this Agreement shall be construed to be valid and enforceable to the full extent permitted by law.

13. BINDING PROVISIONS AND PERFORMANCE.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors in interest of any kind whatsoever, and all such parties agree to be bound by the provisions contained herein. Except as expressly provided herein, this Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party hereto.

14. AMENDMENT.

No amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto.

15. ENTIRE AGREEMENT.

This Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof.

16. NOTICES.

Any notice required or permitted to be given hereunder shall be in writing and shall be mailed by first-class pre-paid mail or otherwise delivered in person or by facsimile with hardcopy to follow by first-class pre-paid mail at the address of such party set forth in the preamble to this Agreement or to such other address or facsimile telephone number as the party shall have furnished in writing to the other party.

17. WAIVER.

Any waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term of any other term of this Agreement.

IN WITNESS WHEREOF, the Consulting Agreement has been executed by the Parties as of the date first written above.

Ray Reaves, President Parrish B. Ketchmark, President
FIELDPOINT PETROLEUM CORP. PARRISH BRIAN & CO., INC.

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ARTICLE 5
CIK: 0000316736
NAME: Fieldpoint Petroleum Corporation
MULTIPLIER: 1
CURRENCY: US DOLLARS


PERIOD TYPE 3 MOS
FISCAL YEAR END DEC 31 2000
PERIOD START JAN 01 2000
PERIOD END SEP 30 2000
EXCHANGE RATE 1
CASH 426,301
SECURITIES 2,880
RECEIVABLES 245,010
ALLOWANCES 74,192
INVENTORY 0
CURRENT ASSETS 728,725
PP&E 3,150,416
DEPRECIATION (793,005)
TOTAL ASSETS 3,304,575
CURRENT LIABILITIES 396,028
BONDS 0
PREFERRED MANDATORY 0
PREFERRED 0
COMMON 69,959
OTHER SE 2,434,240
TOTAL LIABILITY AND EQUITY 3,304,575
SALES 383,942
TOTAL REVENUES 416,161
CGS 152,131
TOTAL COSTS 246,150
OTHER EXPENSES (7,897)
LOSS PROVISION 0
INTEREST EXPENSE 21,545
INCOME PRETAX 156,364
INCOME TAX 39,160
INCOME CONTINUING 117,204
DISCONTINUED 0
EXTRAORDINARY 0
CHANGES 0
NET INCOME 117,204
EPS BASIC .02
EPS DILUTED .02