REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933

1703 Edelweiss Drive
Cedar Park, Texas 78613
(512) 250-8692
(Address and Telephone Number of Principal Executive Offices)

1703 Edelweiss Drive
Cedar Park, Texas 78613
(512) 250-8692
(Address of Principal Place of Business)

Ray D. Reaves, Jr., President
1703 Edelweiss Drive
Cedar Park, Texas 78613
(512) 250-8692
(Name, Address and Telephone Number of Agent For Service)

Copies to:
Clifford L. Neuman, Esq.
Clifford L. Neuman, PC
1507 Pine Street
Boulder, Colorado 80302
(303) 449-2100

Approximate Date of Proposed Sale to Public:
As soon as practicable after the effective date of the Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.     [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   [   ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

* Omitted from Prospectus because Item is inapplicable or answer is in the negative

______________________________________________

        This is an offering of shares of the common stock of FieldPoint Petroleum Corporation by an investor, as a Selling Securityholder that was issued shares of our common stock and warrants to purchase shares of our common stock in a private offering. The common stock underlying the warrants may be sold once the warrants are exercised in accordance with their terms.

        Our common stock is traded on the Over-the-Counter Market and quoted on the OTC Electronic Bulletin Board under the symbol "FPPC." On September 16, 2005, the bid and asked prices of our common stock as quoted on the Bulletin Board were $4.25 and $3.80, respectively.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Date of This Prospectus is September __, 2005.

        FieldPoint Petroleum Corporation, a Colorado corporation, was formed on March 11, 1980. We are engaged in the acquisition, operation and development of oil and gas properties. We currently have oil and gas interests in Oklahoma, Texas, Wyoming and New Mexico.

        As of December 31, 2004, we had varying ownership interests in 339 gross productive wells (90.79 net) located in three states. We operate 61 of the 339 wells; the other wells are operated by independent operators under contracts that are standard in the industry. Our primary objective is to operate most of the oil and gas properties in which we have an economic interest.

        Our executive offices are located at 1703 Edelweiss Drive Cedar Park, Texas 78613. Our telephone number is (512) 250-8692.

        The following selected consolidated financial data of the Company as of and for the years ended December 31, 2004 and 2003 is derived from the consolidated financial statements that have been audited by Hein & Associates LLP, independent registered accounting firm. The Company's consolidated financial statements for the six month periods ended June 30, 2005 and 2004 are unaudited. However, in the opinion of the Company, all adjustments, consisting of normal recurring adjustments, necessary for fair presentation have been made. Interim results are subject to significant seasonal variations and are not indicative of the results of operations to be expected for a full fiscal year. This financial data should be read in conjunction with the Company's consolidated financial statements and notes thereto included elsewhere in this prospectus and with Management's Discussion and Analysis of Results of Operations and Financial Condition which follows.

        Our historical operating information may not be indicative of our future operating results.

        We will require additional capital in the future to finance our business activities. We will have to obtain such additional capital through borrowings or from additional equity financing. Additional future equity financing may occur through the sale of either unregistered common stock in exempt offerings or through the public offering of registered stock. In any case, such additional equity financing may result in additional dilution to investors. There can be no assurance that any additional capital, funding or revenues can satisfactorily be arranged. We have no arrangements for the acquisition of additional capital.

        Our revenues, profitability and liquidity are substantially dependent upon prevailing prices for oil and natural gas. Oil and gas prices can be extremely volatile. Although current prices are high by historical standards, there can be no assurance that those price levels can be sustained. Prices also are affected by actions of state and local agencies, the United States and foreign governments, and international cartels. These external factors and the volatile nature of the energy markets make it difficult to estimate future prices of oil and natural gas. Any substantial or extended decline in the price of oil and/or natural gas would have a material adverse effect on our financial condition and results of operations, including reduced cash flow and borrowing capacity. All of these factors are beyond our control. Sales of oil and natural gas are seasonal in nature, leading to substantial differences in cash flow at various times throughout the year. The marketability of our gas production depends in part upon the availability, proximity and capacity of gas gathering systems, pipelines and processing facilities. Federal and state regulation of oil and gas production and transportation, general economic conditions, changes in supply and changes in demand all could adversely affect our ability to produce and market our oil and natural gas. If market factors were to change dramatically, the financial impact on us could be substantial. The availability of markets and the volatility of product prices are beyond our control and thus represent a significant risk.

        We use the "successful efforts" method for capitalizing costs of completed oil and gas wells. Pursuant to the successful efforts method, only the costs attributable to successful exploratory wells and the costs of development wells within a producing field are reflected in property and equipment. Producing and non-producing properties are evaluated periodically and, if conditions warrant, an impairment allowance is provided. The impairment allowance is a one-time charge to earnings which does not impact cash flow from operating activities.

        Our revenues also depend on our level of success in acquiring or finding additional reserves. Except to the extent that we acquire properties containing proved reserves or conduct successful exploration and development activities, or both, our proved reserves will decline as reserves are produced. There can be no assurance that our planned exploration and development projects will result in significant additional reserves or that we will have future success in drilling productive wells at low reserve replacement costs.

        As the owner of various working interests in oil and gas properties, we enter into standard industry operating agreements pursuant to which all of the working interest owners designate an operator (typically the principal working interest owner). The operator of an oil and gas property has the sole right to determine the nature and extent of all drilling, completion and secondary recovery procedures undertaken on the properties included within the scope of the operating agreement. The operator has the right to set operating budgets and to assess all working interest owners their proportionate share of operating expenses. If we, as a working interest owner, fail for any reason to pay an operating assessment under an operating agreement, we will suffer a penalty, typically in the form of forfeiting our participation in future revenue distributions until the assessment is recouped, together with interest or a penalty, or both. While we may choose not to participate in an assessment under an operating agreement because we disagree with the decision to undertake a specific procedure, we may also fail to participate in an assessment due to a lack of working capital. In the latter event, our failure to pay an assessment under an operating agreement could have a material adverse effect on our future revenues.

        We depend almost entirely on the efforts and continued employment of Ray Reaves, our President. The loss of the services of Mr. Reaves would adversely affect our business. We have an employment contract with Mr. Reaves that only becomes effective if there is a change in control of the company, and we do not carry key person insurance on his life. The loss of the services of Mr. Reaves, through incapacity or otherwise, could have a material adverse effect on our business and would require us to seek and retain other qualified personnel. 

        We compete in the areas of oil and gas exploration, production, development and transportation with other companies, many of which may have substantially larger financial and other resources. The nature of the oil and gas business also involves a variety of risks, including the risks of operating hazards such as fires, explosions, cratering, blow-outs, and encountering formations with abnormal pressures, the occurrence of any of which could result in losses to us. We maintain insurance against some, but not all, of these risks in amounts that management believes to be reasonable in accordance with customary industry practices. The occurrence of a significant event, however, that is not fully insured could have a material adverse effect on our financial position.

        Our future financial condition and results of operations are dependent upon the prices we receive for our oil and natural gas production. Oil and natural gas prices historically have been volatile and likely will continue to be volatile in the future. This price volatility will also affect our common stock price. We cannot predict oil and natural gas prices and prices may decline in the future. The following factors have an influence on oil and natural gas prices:

        To counter this volatility we from time to time may enter into agreements to receive fixed prices on our oil and gas production to offset the risk of revenue losses if commodity prices decline; however, if commodity prices increase beyond the levels set in such agreements, we would not benefit from such increases.

        The marketability of our gas production will depend in part on the availability, proximity, and capacity of pipeline systems owned by third parties.  Although we will have some contractual control over the transportation of our product, material changes in these business relationships could materially affect our operations. Federal and state regulation of gas and oil production and transportation, tax and energy policies, changes in supply and demand and general economic conditions could adversely affect our ability to produce, gather, and transport natural gas.

        Gas transportation contracts that we may enter into in the future may require us to transport minimum volumes of natural gas. If we ship smaller volumes, we may be liable for the shortfall. Unforeseen events, including production problems or substantial decreases in the price of natural gas, could cause us to ship less than the required volumes, resulting in losses on these contracts.

        There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves and their values, including many factors beyond our control. The reserve data included in this prospectus represents only estimates.  Reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data, the precision of the engineering and geological interpretation, and judgment. As a result, estimates of different engineers often vary. The estimates of reserves, future cash flows, and present value are based on various assumptions, including those prescribed by the Securities and Exchange Commission, and are inherently imprecise. There is no assurance that our present oil and gas wells will continue to produce at current or anticipated rates of production, or that production rates achieved in early periods can be maintained. Actual future production, cash flows, taxes, operating expenses, and quantities of recoverable oil and natural gas reserves may vary substantially from our estimates. Also, the use of a 10% discount factor for reporting purposes may not necessarily represent the most appropriate discount factor, given actual interest rates and risks to which our business or the oil and natural gas industry in general are subject.

        Quantities of proved reserves are estimated based on economic conditions, including oil and natural gas prices in existence at the date of assessment. A reduction in oil and gas prices not only would reduce the value of any proved reserves, but also might reduce the amount of oil and gas that could be economically produced, thereby reducing the quantity of reserves. Our reserves and future cash flows may be subject to revisions, based upon changes in economic conditions, including oil and natural gas prices, as well as due to production results, operating costs, and other factors. Downward revisions of our reserves could have an adverse affect on our financial condition and operating results. 

        We evaluate and acquire interests in oil and natural gas properties which in management's judgment will provide attractive investment opportunities for the addition of production and oil and gas reserves. To acquire producing properties or undeveloped exploratory acreage will require an assessment of a number of factors including:

        Such assessments will necessarily be inexact and uncertain. Because of our limited financial resources, we may not be able to evaluate properties in a manner that is consistent with industry practices. Such reviews, therefore, may not reveal all existing or potential problems, nor will they permit us to become sufficiently familiar with such properties to assess fully the deficiencies or benefits.

        Oil and natural gas drilling and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be encountered. We can make no assurance that wells in which we have an interest will be productive or that we will recover all or any portion of investment costs.

        Our operations are also subject to hazards and risks inherent in drilling for and producing and transporting oil and natural gas, including such hazards as:

If any of these events occur in our operations, we could experience substantial losses due to:

        In accordance with customary industry practice, we maintain insurance against some, but not all, of the risks described above with a general liability limit of $1 million. We do not maintain insurance for damages arising out of exposure to radioactive material. Even in the case of risks against which we are insured, our policies are subject to limitations and exceptions that could cause us to be unprotected against some or all of the risk. The occurrence of an uninsured loss could have a material adverse effect on our financial condition or results of operations.

We must comply with environmental regulations.

        Exploratory and other oil and natural gas wells must be operated in compliance with complex and changing environmental laws and regulations adopted by federal, state and local government authorities. The implementation of new, or the modification of existing, laws and regulations could have a material adverse affect on properties in which we may have an interest. Discharge of oil, natural gas, water, or other pollutants to the oil, soil, or water may give rise to significant liabilities to government and third parties and may require us to incur substantial cost of remediation. We may be required to agree to indemnify sellers of properties purchased against certain liabilities for environmental claims associated with those properties. We can give no assurance that existing environmental laws or regulations, as currently interpreted, or as they may be reinterpreted in the future, or future laws or regulations will not materially adversely affect our results of operations and financial conditions.

        In the event of a release of oil, gas, or other pollutants from our operations into the environment, we could incur liability for personal injuries, property damage, cleanup costs, and governmental fines. We could potentially discharge these materials into the environment in any of the following ways:

        In addition, because we may acquire interests in properties that have been operated in the past by others, we may be liable for environmental damage, including historical contamination, caused by such former operators. Additional liabilities could also arise from continuing violations or contamination not discovered during our assessment of the acquired properties.

        We compete with major integrated oil and gas companies and independent oil and gas companies in all areas of operation. In particular, we compete for property acquisitions and for the equipment and labor required to operate and develop these properties. Most of our competitors have substantially greater financial and other resources than we have. In addition, larger competitors may be able to absorb the burden of any changes in federal, state and local laws and regulations more easily than we can, which would adversely affect our competitive position. These competitors may be able to pay more for properties and may be able to define, evaluate, bid for, and purchase a greater number of properties and prospects than we can. Further, our competitors may have technological advantages and may be able to implement new technologies more rapidly than we can. Our ability to explore for natural gas and oil prospects and to acquire additional properties in the future will depend on our ability to conduct operations, to evaluate and select suitable properties and to consummate transactions in this highly competitive environment. In addition, most of our competitors have operated for a much longer time than we have and have demonstrated the ability to operate through industry cycles.

        Oil and natural gas operations are subject to extensive federal, state and local laws and regulations relating to the exploration for, and development, production and transportation of, oil and natural gas, as well as safety matters, which may changed from time to time in response to economic conditions. Matters subject to regulation by federal, state and local authorities include:

        Many jurisdictions have at various times imposed limitations on the production of oil and gas by restricting the rate of flow for oil and gas wells below their actual capacity to produce. During the past few years there has been a significant amount of discussion by legislators and the presidential administration concerning a variety of energy tax proposals. There can be no certainty that any such measure will be passed or what its effect will be on oil and natural gas prices if it is passed. In addition, many states have raised state taxes on energy sources and additional increases may occur, although there can be no certainty of the effect that increases in state energy taxes would have on oil and natural gas prices. Although we believe it is in substantial compliance with applicable environmental and other government laws and regulations, there can be no assurance that significant costs for compliance will not be incurred in the future.

        On completion of this offering, our officers and directors and principal shareholders will beneficially own approximately 48.3% of our outstanding common stock, assuming that they exercise all of the options and warrants they presently own. These shareholders, acting together, will be able to control the outcome of shareholder votes, including votes concerning the election of directors, the adoption or amendment of provisions in our certificate of incorporation or bylaws and the approval of mergers and other significant corporate transactions. This concentrated ownership makes it unlikely that any other holder or group of holders of common stock will be able to affect the way we are managed or the direction of our business. These factors may also delay or prevent a change in our management or voting control of us.

        We anticipate that we will retain all future earnings and other cash resources for the future operation and development of our business. We do not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of our Board of Directors after taking into account many factors, including our operating results, financial condition, current and anticipated cash needs, and other factors.

        On December 31, 2004, there were 690,000 shares of common stock issuable upon exercise of outstanding options and warrants at an average exercise price of $0.59. During the life of the options and warrants, the holders are given an opportunity to profit from a rise in the market price of our common stock with a resulting dilution in the interest of the other shareholders. Our ability to obtain additional financing during the period the warrants are outstanding may be adversely affected and the existence of the warrants may have an effect on the price of our common stock. The holders of the warrants may be expected to exercise them at a time when we would, in all likelihood, be able to obtain any needed capital by a new offering of securities on terms more favorable than those provided by the warrants.

        Our common stock is currently traded in the over-the-counter market and quoted on the Bulletin Board.

        If we are unable to satisfy NASDAQ's initial listing criteria in the future, our securities will continue to be traded in the over-the-counter market in the so-called "pink sheets" or the "Electronic Bulletin Board" of the National Association of Securities Dealers, Inc. ("NASD"). As a consequence, an investor could find it more difficult to dispose of, or to obtain accurate quotations as to the price of, our securities.

        The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure, relating to the market for penny stocks, in connection with trades in any stock defined as a penny stock. The Commission recently adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operation for three (3) years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three (3) years, or (iii) average annual revenue of at least $6,000,000, if such issuer has been in continuous operation for less than three (3) years. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

        If our securities are not quoted on NASDAQ, or we do not have $2,000,000 in net tangible assets, trading in our securities will be covered by Rules 15-g-1 through 15-g-6 promulgated under the Exchange Act for non-NASDAQ and non-exchange listed securities. Under such rules, broker-dealers who recommend such securities to persons other than established customers and accredited investors must make a special written suitability determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to this transaction. Securities are exempt from these rules if the market price of the common stock is at least $5.00 per share.

        The Selling Securityholder is under no obligation to exercise the warrants, and can be expected to do so only if it is economically reasonable for it to do so. Typically, warrants are not exercised unless exercise is forced, either by us calling them for redemption, or because they are scheduled to expire; and then they will be exercised only if the exercise price is less than the market price of our common stock underlying the warrants. Accordingly, there is no assurance that the warrants will be exercised during the period they are exercisable, or that we will receive any proceeds from the exercise of the warrants.

        The monies that we may receive from the exercise of the warrants have been allocated generally to provide working capital for operations. As such, we will use funds as they are received for such purposes and in such proportions as we deem advisable. While we will apply the proceeds in a manner consistent with our fiduciary duty and in a manner consistent with our best interests, we cannot assure you that the monies received will result in any present or future improvement in our results of operations.

        Actual sales or the prospect of future sales of shares of our common stock under Rule 144 may have a depressive effect upon the price of, and market for, our common stock. As of June 30, 2004, 7,780,175 shares of our common stock were issued and outstanding. 2,710,013 of these shares are "restricted securities" and under some circumstances may, in the future, be under a registration under the Securities Act or in compliance with Rule 144 adopted under the Securities Act. In general, under Rule 144, subject to the satisfaction of other conditions, a person who has beneficially owned restricted shares of common stock for at least one year is entitled to sell, within any three-month period, a number of shares that:

A person who presently is not and who has not been one of our affiliates for at least three months immediately preceding a sale and who has beneficially owned the shares of common stock for at least two years is entitled to sell these shares under Rule 144 without regard to any of the volume limitations described above We cannot predict what effect, if any, that sales of shares of common stock, or the availability of these shares for sale, will have on the market prices prevailing from time-to-time. Nevertheless, the possibility that substantial amounts of common stock may be sold in the public market may adversely effect prevailing prices for our common stock and could impair our ability to raise capital in the future through the sale of equity securities.

        We have the authority to issue additional shares of common stock and to issue options and warrants to purchase shares of our common stock without shareholder approval. Future issuance of common stock could be at values substantially below the exercise price of the warrants, and therefore could represent further substantial dilution to you as an investor in this offering. In addition, we could issue large blocks of voting stock to fend off unwanted tender offers or hostile takeovers without further shareholder approval. We have outstanding options exercisable to purchase up to 590,000 shares of common stock at a weighted average exercise price of $.60 per share, and outstanding warrants exercisable to purchase up to 500,000 shares of common stock at a weighted average exercise price of $1.13 per share. Holders of the options or warrants can be expected to exercise them at a time when we would, in all likelihood, be able to obtain any needed capital on terms which are more favorable to us than the exercise terms provided by such options or warrants. Exercise of these warrants and options could have a further dilutive effect on existing stockholders and you as an investor in this Offering.

        Our Articles of Incorporation provide, as permitted by Colorado law, that our directors shall not be personally liable to the corporation or our stockholders for monetary damages for breach of fiduciary duty as a director, with certain exceptions. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on behalf of us against directors. In addition, our Articles of Incorporation and bylaws provide for mandatory indemnification of directors and officers to the fullest extent permitted by Colorado law.

        Our 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.

        At August 29, 2005, the approximate number of shareholders of record was 574.

        We have not paid any dividends on our Common Stock and we do not expect to do so in the foreseeable future.

        Our common stock is subject to rules adopted by the Commission regulating broker dealer practices in connection with transactions in "penny stocks." Those disclosure rules applicable to "penny stocks" require a broker dealer, prior to a transaction in a "penny stock" not otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the Commission. That disclosure document advises an investor that investment in "penny stocks" can be very risky and that the investor's salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in "penny stocks," to independently investigate the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the "penny stock" is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.

        These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock. Many brokers may be unwilling to engage in transactions in our common stock because of the added disclosure requirements, thereby making it more difficult for stockholders to dispose of their shares.

        This prospectus contains statements that plan for or anticipate the future. Forward-looking statements include statements about the future of our industry, statements about our future business plans and strategies, and most other statements that are not historical in nature. In this prospectus, forward-looking statements are generally identified by the words "anticipate," "plan," "believe," "expect," "estimate," and the like. Although we believe that any forward-looking statements we make in this prospectus are reasonable, because forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results to differ materially from those expressed or implied. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements, besides the specific factors identified above in the Risk Factors section of this prospectus, include:

        In light of the significant uncertainties inherent in the forward-looking statements made in this prospectus, particularly in view of our early stage of operations, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

        The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward looking statements.

        We have not declared or paid cash dividends on our common stock in the preceding two fiscal years. We currently intend to retain all future earnings, if any, to fund the operation of our business, and, therefore, do not anticipate paying dividends in the foreseeable future. Future cash dividends, if any, will be determined by our Board of Directors, based upon such factors as our historical and projected earnings, our working capital surplus, and anticipated demands for capital expenditures.

        The following table sets forth our capitalization as of June 30, 2005 on an actual basis. This section should be read in conjunction with the consolidated financial statements and related notes contained elsewhere in this prospectus.

        These amounts do not include 590,000 shares subject to unexercised options having a weighted average exercise price of $0.60 and the warrant to purchase 500,000 shares of common stock issued to the Selling Securityholder at a weighted average exercise price of $1.13 per share.

        The following discussion and analysis should be read in conjunction with the Financial Statements and Notes thereto appearing elsewhere in this Prospectus. Unless otherwise noted, references to "we," "our," and "us" refer to FieldPoint Petroleum Corporation and our subsidiaries.

       We derive our revenues from our operating activities including sales of oil and gas and operating oil and gas properties. Capital for investment in producing oil and gas properties has been provided by cash flow from operating activities and from bank financing. We categorize our operating expenses into the categories of production expenses and other expenses.

       Revenues increased 42% or $529,679 to $1,781,729 for the six month period ended June 30, 2005 from $1,252,050 for the comparable 2004 period due to the overall increase in oil and gas prices. Production volumes increased 5% on a BOE basis. Average oil sales prices increased 34% to $46.74 for the period ended June 30, 2005 compared to $34.89 for the period ended June 30, 2004. Average gas sales prices increased 8% to $4.87 for the six month period ended June 30, 2005 compared to $4.49 for the period ended June 30, 2004.

        Production expenses increased 2% or $9,586 to $535,436 for the six month period ended June 30, 2005 from the comparable 2004 period, this was primarily due to the increase in workovers and remedial repairs for the period ended June 30, 2005. Depletion and depreciation expense decreased 17% to $213,218, compared to $256,000 for the 2004 period. This was primarily due to increases in oil and gas reserves resulting in a lower current depletion rate. General and administrative overhead cost increased 37% or $79,577 to $292,155 for the six month period ended June 30, 2005 from the six month period ended June 30, 2004. This was attributable to an increase in salaries, investor relations and administrative expense.

        Net other income for the six months ended June 30, 2005 was $79,661 compared to an expense of $22,552 for the comparable 2004 period. The increase was primarily due to a gain on sale of properties in 2005.

        Cash flow provided by operating activities was $901,513 for the six month period ended June 30, 2005, as compared to cash flow used by operating activities of $247,572 in the 2004 period. The increase in cash from operating activities was primarily due to the net income, offset by decreased depletion and depreciation, increases in prepaid and other assets, and no significant purchases of short term investments in the period.

        Cash flow used by investing activities was $318,408 for the period ended June 30, 2005 as compared to $910,308 used by investing activities for the period ended June 30, 2004. This was primarily due to the acquisition of oil and gas properties in 2004. Cash flow used by financing activities was $237,090 for the period ended June 30, 2005, compared to a cash flow used by financing activities of $27,779 for the same period in 2004, the increase was due to repayments of long-term debt offset by proceeds from exercise of options.

        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 10% while the average price per Mcf was $4.31, an increase of 38% 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.

        Production expenses increased 10% or $107,350 to $1,210,846 for the year ended December 31, 2004, from the comparable 2003 period. The increase was due to cost associated with Oklahoma field production, and increases in workover expense and remedial repairs incurred in 2004 as compared to 2003. We incurred exploration expense of $86,948 as a result of drilling two dry holes during the 2003 period. Depletion and depreciation expense increased 6% or $27,262 to $494,231 for the year ended December 31, 2004 from the comparable 2003 period. The increase in depletion and depreciation was due to net production volume decrease offset by increased oil and gas property cost. General and administrative overhead remained relatively stable and decreased less than 1% or $1,033 to $450,703 for the 2004 period verses the comparable 2003 period.

        Net other income for the year ended December 31, 2004, was $5,369 compared to net other expenses of $50,049 for 2003. This decrease was primarily due to gain on investment securities in 2004 offset by increases in interest expense.

        The Company's net income increased by $361,820 to $518,715 for the year ended December 31, 2004, from the comparable 2003 period. The increase in net income was primarily due to increased oil and gas revenues and investment income as previously discussed.

        Cash flow from operating activities was $443,194 for the year ended December 31, 2004, compared to $350,709 for the year ended December 31, 2003. The increase in cash flow from operating activities was primarily due to increases in net income offset by increases in accrued expenses relating to payments on accounts payable in 2004.

        Cash flow used by investing activities was $1,183,496 for the period ended December 31, 2004, compared to $276,575 in cash flow used by investing activities for December 31, 2003. This is primarily due to additions in oil and gas properties in 2004. Cash flow used by financing activities was $196,351 for the period ended December 31, 2004, compared to $918,506 in cash flow provided by financing activities for the same period in 2003. This was primarily due to decreases in advances of long-term debt, net of repayment.

        We believe that we will be able to meet our current operating needs through internally generated cash from operations. We believe that oil and gas property investing activities in 2005 can be financed through cash on hand, cash from operating activities, and bank borrowing. We anticipate continued investments in proven oil and gas properties in 2005. If bank credit is not available, we may not be able to continue to invest in strategic oil and gas properties. We cannot predict how oil and gas prices will fluctuate during 2005 and what effect they will ultimately have our company, but we believe that we 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. We had no significant commitments for capital expenditures at June 30, 2005. The timing of most capital expenditures for new operations is relatively discretionary. Therefore, we can plan expenditures to coincide with available funds in order to minimize business risks.

        We were 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. We engaged in oil and gas operations until 1986, when we divested all oil and gas assets and operations. From December 1986 until our reverse acquisition on December 31, 1997, we did not engage in oil and gas operations.

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

        Our business strategy is to continue to expand our 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 our ability to profit from the acquisition. The ideal acquisition will include not only oil and gas production, but also leasehold and other working interest in exploration areas.

        We may also seek to identify promising areas for the exploration of oil and gas through the use of outside consultants and our own expertise. This identification will include collecting and analyzing geological and geophysical data for exploration areas. Once promising properties are identified, we 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.

        We recognize that the ability to implement our business strategy is largely dependent on our ability to raise additional debt or equity capital to fund future acquisition, exploration, drilling and development activities.

        As of June 30, 2005, we had varying ownership interests in 340 gross productive wells (90.91 net) located in 4 states. We operate 61 of the 340 wells; the other wells are operated by independent operators under contracts that are standard in the industry. Our primary objective is to operate most of the oil and gas properties in which we have an economic interest. We believe, with the responsibility and authority as operator, that we are in a better position to control cost, safety, and timeliness of work as well as other critical factors affecting the economics of a well.

Lusk Field, Lea County New Mexico is a producing oil and gas field located outside of Hobbs, New Mexico. We own a 87.5% and100% 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. We also own a 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. We have a 20.64% working interest in the unit that 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. We have 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. We have a working interest in 52 leases or a total of 224 wells. The leases have multiple well bores that we plan to participate in the 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, we 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 Mcf net to us. Oil and Gas are produced from the Austin chalk formation. We will evaluate whether additional reserves can be developed by use of horizontal well drilling technology.

Big Muddy Field, Converse County Wyoming is a producing oilfield located approximately thirty miles south of Casper, Wyoming. We own 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 depth ranging in general 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. We have 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 us. Oil and gas are produced from the Taylor Sand at depths ranging from approximately 5,300 feet to approximately 5,600 feet. The sand is 46-gravity oil sand.

        The table below sets forth oil and gas production from our net interest in producing properties for each of our last two fiscal years in the areas indicated.

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

        The table below sets forth certain information regarding our ownership, as of June 30, 2005, of productive wells in the areas indicated.

        The tables below set forth certain information regarding the number of productive and dry exploratory and development wells drilled for the fiscal year ended December 31, 2003. The Company drilled no wells in fiscal year 2004..

        We currently have the following properties under development:

The test data with respect to sustainable production levels of these properties is still inconclusive. In addition, other properties are under evaluation for possible drilling programs, although no agreements or arrangements currently exist to develop them as of the date of this prospectus.

        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. We intend to sell all of our production to traditional industry purchasers, such as pipeline and crude oil companies, who have facilities to transport the oil and gas from the well site.

        The oil and gas industry is highly competitive in all aspects. We compete 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 us 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 our own resources permit. Our ability to generate resources will depend not only on our ability to develop existing properties but also on our ability to identify and acquire proven and unproven acreage and prospects for further exploration.

        Our 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 our operations to date, but we cannot predict whether such matters will have any material effect on our 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 our operations, we cannot predict whether our future operations will be adversely effected thereby.

        Our 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.

        We maintain insurance of various types to cover our operations. Our 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 our financial condition and results of operations. Moreover, no assurance can be given that we will be able to maintain adequate insurance in the future at rates we consider reasonable.

          The Company uses the services of two petroleum engineering firms:

          Aluko and Associates, Inc.
          3316 Bee Cave Road
          Suite 2
          Austin, Texas 78746

          and

          Fletcher Lewis Engineering, Inc.5001 North Pennsylvania
          Suite 300
          Oklahoma City, Oklahoma 73112

        None.

        The following table sets forth the names and ages of our Directors and Executive Officers, all positions and offices such persons hold with us, and the time during which each such person has served:

Ray Reaves has been our Chairman, Director, President, Chief Executive Officer and Chief Financial Officer since May 22, 1997. Mr. Reaves has also served as Chairman, Chief Executive Officer, Chief Financial Officer and Director of Bass Petroleum, Inc. from October 1989 to the present. He has 18 years experience in the oil and gas industry. He began his career in 1987, with North American Oil and Gas. Subsequently, in 1989, he purchased an interest in 10 of their wells and formed Bass Petroleum, Inc. Under Mr. Reaves' management in the years that followed, Bass Petroleum, Inc., gained majority control of the 10 original wells and acquired interest in another 60 wells. In 1998, Bass Petroleum merged with Energy Production Corporation and as a result, FieldPoint Petroleum Corporation was born.

Roger D. Bryant has been one of our directors since July 1997. Since July 2004 Mr. Bryant has served as Chief Operating Officer of Electric and Gas Technology, Inc., a manufacturer of instrumentation for the natural gas industry as well as a contract manufacturer. From November 2002 until July 2004, Mr. Bryant served as Chief Executive Officer of Ibex Telecom, a provider of international telecommunications services. From September 2001 until November 2002, present Mr. Bryant served as Chief Executive Officer of International Gateway Exchange, a provider of unique Electronic Funds Transfer services. From November 1994 to November 2001, Bryant was President and Chief Executive Officer of Dial-Thru International, Inc., a provider of international telecommunications services. Mr. Bryant has previously served as President of Network Data Corporation a developer of POS systems for the retail petroleum industry, as President of Dresser Industries, Inc., Wayne Division, a leading international manufacturer of fuel dispensing equipment, as President of Schlumberger Limited, Retail Petroleum Systems Division, U.S.A., also a leading international manufacturer of fuel dispensing equipment, and as President of Autogas Systems, Inc., the developer and producer of Pay-At-The-Pump technology for the petroleum retail industry. .

Karl W. Reimers was elected a director at our annual shareholders meeting in October 2004. He has held the position of President and CFO of B.A.G. Corp. from 1993 to the present. He served as Vice President CFO of Supreme Beef Company from 1989 to 1993. He also served as Vice President of Accounting for OKC Corp. a NYSE listed oil and gas company from 1975 to 1989. He was employed by Peat, Marwick, Mitchell, Certified Public Accountants from 1973 to 1975, and he has a MBA from the University of Texas at Arlington.

Dan Robinson has served as a director of the Company since August 30, 2004. He has held the position of President and Chief Executive Officer of Placid Refining Company LLC from December 2004 to the present. Prior to his current position, he served in many capacities with Placid Oil Company beginning in March 1975, including the roles of Project Engineer, Manager of Refinery Operations, Assistant Secretary, Assistant Treasurer, Secretary, and Treasurer. Before beginning his 30 year oil and gas career he was briefly employed as a commercial credit analyst at First National Bank in Dallas. Mr. Robinson received a BS degree in Mechanical Engineering in 1971 and an MBA degree in Finance in 1973, both from the University of Wisconsin. He currently sits on the Board of Directors of the National Petrochemical and Refiners Association.

Mel Slater has served as a director of the Company since January 1, 2003. He has held the position of President of National ICT Australia from October 2003 to the present. Dr. Slater spent more that 25 years with leading technology firms including Gemplus and Motorola. At Motorola, he served in a number of positions including Vice President and General Manager, Global Software Group Americas, Vice President and Director of Motorola's Arizona Technology Laboratories, Design Technology Laboratories and as Motorola's Corporate Director of Software. Over the course of his career, Dr. Slater has managed operations in over ten countries. Dr. Slater is actively committed to education having served as a member of the EECS Engineering Advisory Board at the University of California at Berkeley and as a member of the Engineering Advisory Board at the University of Illinois.

        We do not employ any persons, other than our President, who make or are expected to make any significant contributions to our business.

        There is no family relationship between any present director or executive officer.

        one of our present directors or executive officers has been the subject of any civil or criminal proceeding during the past five years which is material to an evaluation of his integrity or ability to serve as an officer or director, nor is any such person the subject of any order, judgment or decree of any federal or state authority which is material to an evaluation of his abilities or integrity.

        The following table sets forth the cash compensation received by the Company's Chief Executive Officer during the fiscal years ended December 31, 2004 and 2003, as well as aggregate options granted for each fiscal year.

        An option to purchase 200,000 shares of our common stock at an exercise price of $0.65 per share was granted during the fiscal year ended December 31, 2004 to the Company's Chief Executive Officer. The option expires December 31, 2006 .

        The following table sets forth information concerning each exercise of stock options during the fiscal year ended December 31, 2004 by the Company's Chief Executive Officer, and the fiscal year-end value of unexercised options held by the Chief Executive Officer.

        We entered into an executive employment agreement with our Chief Executive Officer in March 2001. The agreement becomes effective only upon a change of control. The agreement fixes minimum annual salaries commencing after a change of control and provides for severance benefits in the event the Chief Executive Officer's employment is terminated without cause or for good reason after a change of control. The agreement has a term of three years commencing on the effective date of a change of control, which term is automatically renewed until the Chief Executive Officer reaches the age of 65. If we give notice to discontinue the automatic term extension, the Chief Executive Officer may resign for good reason.

        Outside Directors receive $500 per meeting and we reimburse their expenses associated with attendance at board meetings or otherwise incurred in connection with the discharge of their duties as a Director. Directors received a grant of options to purchase up to 100,000 shares of common stock at the date of their appointment and could receive an additional grant of options to purchase shares of common stock, as long as they continue to serve as directors.

        We lease office space from our majority shareholder. The lease requires monthly payments of $2,500 on a month to month basis.

        The following table sets forth information with respect to beneficial ownership of our common stock by:

        The table shows the number of shares owned as of June 30, 2005 and the percentage of outstanding common stock owned as of June 30, 2005. Beneficial ownership is based on information provided to us, and the beneficial owner has no obligation to inform us of or otherwise report any changes in beneficial ownership. Except as indicated, and subject to community property laws when applicable, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

*      indicates less than 1%

        Beneficial ownership is based on information provided to us, and the beneficial owner has no obligation to inform us of or otherwise report any changes in beneficial ownership. Except as indicated, and subject to community property laws when applicable, the persons named in the table above have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

        We have agreed to indemnify the Selling Securityholder against specified liabilities including liabilities under the Securities Act in connection with its offering. The Selling Securityholder has agreed to indemnify us and our directors and officers, as well as any persons controlling us, against certain liabilities, including liabilities under the Securities Act.

        We will pay all expenses to register the shares, except that the Selling Securityholder will pay any underwriting and brokerage discounts, fees and commissions, specified attorneys' fees and other expenses to the extent applicable to them.

        The Selling Securityholder may sell its shares of common stock either directly or through a broker-dealer or other agent at prices related to prevailing market prices, if a public trading market develops and exists, or negotiated prices, in one or more of the following kinds of transactions:

        Broker-dealers or agents may purchase shares directly from the Selling Securityholder or sell shares to someone else on behalf of the Selling Securityholder. Broker-dealers may charge commissions to both the Selling Securityholder selling common stock, and purchasers buying shares sold by the Selling Securityholder. If a broker buys shares directly from the Selling Securityholder, the broker may resell the shares through another broker, and the other broker may receive compensation from the Selling Securityholder for the resale.

        To the extent required by laws, regulations or agreements we have made, we will use our best efforts to file a prospectus supplement during the time the Selling Securityholder is offering or selling shares covered by this prospectus in order to add or correct important information about the plan of distribution for the shares.

        In addition to any other applicable laws or regulations, selling shareholders must comply with regulations relating to distributions by selling shareholder, including Regulation M under the Securities Exchange Act of 1934, as amended. Regulation M prohibits selling shareholders from offering to purchase or purchasing our common stock at certain periods of time surrounding their sales of shares of our common stock under this prospectus.

        The Selling Securityholder may be deemed to be an underwriter within the meaning of the Securities Act. If a selling shareholder is a broker-dealer or an affiliate of a broker-dealer, he will be an underwriter.

        Some states may require that registration, exemption from registration or notification requirements be met before the Selling Securityholder may sell its common stock and warrants. Some states may also require the Selling Securityholder to sell its common stock only through broker-dealers.

        The net proceeds used from the sale of the units to the Selling Securityholder were used for general working capital purposes. We will not receive any proceeds when Selling Securityholder sells shares of common stock under this Prospectus. We may receive proceeds from the exercise of the warrants included in the units.

        If we receive proceeds from the exercise of warrants, it will be used for general working capital purposes.

        We are authorized to issue up to 75,000,000 shares of common stock, $.01 par value per share.

        The shares of common stock covered by this prospectus will be fully paid and nonassessable.

        Each holder of our common stock is entitled to one vote for each share held of record. Voting rights in the election of directors are not cumulative, and, therefore, the holders of more than 50% of our common stock could, if they chose to do so, elect all of the directors.

        The shares of common stock are not entitled to preemptive rights and are not subject to redemption or assessment. Subject to the preferences, which may be granted to holders of preferred stock, each share of common stock is entitled to share ratably in distributions to shareholders and to receive ratably such dividends as we may declare. Upon our liquidation, dissolution or winding up, subject to prior liquidation or other preference rights of holders of preferred stock, if any, the holders of common stock are entitled to receive pro rata those assets which are legally available for distribution to shareholders. The issued and outstanding shares of common stock are validly issued, fully paid, and nonassessable.

        The Selling Securityholder has been granted five warrants exercisable to purchase up to 500,000 shares of our common stock. Each warrant is exercisable to purchase up to 100,000 shares at the following prices per share: $0.65, $0.75, $1.00, $1.25 and $2.00 per share. The warrant exercisable at $0.65 per share is subject to redemption at a redemption price of $0.01 per share, if after the effectiveness of the registration statement covering this prospectus the closing bid price of the our common stock exceeds $0.65 per share for at least five consecutive trading days out of 20. The warrants contain provisions that prohibit the Selling Securityholder from exercising the warrants, if such exercise would result in the Selling Securityholder owning more than 4.99% of our outstanding stock at the time of exercise. The warrants are exercisable until March 31, 2007. We may extend the warrant exercise periods upon thirty (30) days' written notice. The exercise price, number and kind of common shares to be received upon exercise of the warrants are subject to adjustment upon the occurrence of events such as stock splits, stock dividends or recapitalizations. In the event of our liquidation, dissolution or winding up, holders of either the warrants will not be entitled to participate in the distribution of our assets. In addition, holders of the warrants have no voting, preemptive, liquidation or other rights of shareholders, and no dividends will be declared on the warrants or the shares underlying the warrants.

         The transfer agent for our common stock is Computershare Investor Services, Golden, Colorado.

        Our Articles of Incorporation provide that we shall indemnify, to the fullest extent permitted by Colorado law, any director, officer, employee or agent of the corporation made or threatened to be made a party to a proceeding, by reason of the former or present official of the person, against judgments, penalties, fines, settlements and reasonable expenses incurred by the person in connection with the proceeding if certain standards are met. At present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

        Our Articles of Incorporation limit the liability of our directors to the fullest extent permitted by the Colorado Business Corporation Act. Specifically, our directors will not be personally liable for monetary damages for breach of fiduciary duty as directors, except for:

        The validity of the issuance of the common stock offered hereby will be passed upon for us by Clifford L. Neuman, P.C. of Boulder, Colorado.

        The financial statements as of December 31, 2004, and December 31, 2003, and the periods then ended, included in this prospectus have been audited by Hein & Associates LLP, an independent registered public accounting firm, as indicated in their report with respect thereto, and are included herein in reliance upon their authority as an expert in accounting and auditing in giving said report.

        We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). You may read and copy any document we file at the Commission's Public Reference Rooms in Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the Public Reference Rooms. You can also obtain copies of our Commission filings by going to the Commission's website at http://www.sec.gov.

        We have filed with the Securities and Exchange Commission ("SEC"), 450 Fifth Street N.W., Washington, D.C. 20549, a registration statement on Form SB-2 under the Securities Act with respect to the securities offered. As permitted by SEC rules, this prospectus does not contain all of the information set forth in the registration statement. For further information concerning us and the securities offered, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement.

        Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. In each instance where a copy of that contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement is qualified in all respects by reference to that exhibit. The registration statement, including its exhibits and schedules, may be inspected without charge at the SEC's Public Reference Room at 450 Fifth Street, N.W., Room 1024 in Washington, D.C. 20549. Copies of all or any part of those documents may be obtained from the SEC's Public Reference Section at 450 Fifth Street NW, Washington, D.C. 20549 at the SEC's prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the SEC's public reference rooms. The SEC maintains a Web site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding companies that file electronically with the SEC, including us.

Financial Statements