FIELDPOINT PETROLEUM CORP (Form: 10-Q, Received: 11/16/2009 15:38:11)

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

FORM 10-Q

[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2009

[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period from __________ to _________

Commission file number: 001-32624

FieldPoint Petroleum Corporation
(Exact name of small business issuer as specified in its charter)


	Colorado (State or Other Jurisdiction of Incorporation or Organization)	84-0811034 (I.R.S. Employer Identification No.)

1703 Edelweiss Drive
Cedar Park, Texas 78613
(Address of Principal Executive Offices) (Zip Code)

(512) 250-8692
(Issuer's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ____ Accelerated filer ____ Non-accelerated filer Smaller Reporting Company _X__

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X

As of November 12, 2009, the number of shares outstanding of the Registrant's $.01 par value common stock was 8,445,175.

PART I
Item 1. Condensed Consolidated Financial Statements

FieldPoint Petroleum Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	September 30,	December 31,
	2009	2008
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$ 394,035	$ 423,632
Short-term investments	44,075	554,852
Accounts receivable:
Oil and natural gas sales	434,884	368,447
Joint interest billings, less allowance for doubtful accounts of $99,192 each period	223,543	191,486
Income tax receivable	299,459	274,900
Deferred income tax asset – current	50,941	75,500
Prepaid expenses and other current assets	39,649	54,744
Total current assets	1,486,586	1,943,561

PROPERTY AND EQUIPMENT:
Oil and natural gas properties (successful efforts method)	23,804,813	17,557,107
Other equipment	89,248	89,248
Less accumulated depletion and depreciation	(7,384,114)	(6,797,114)
Net property and equipment	16,509,947	10,849,241

Total assets	$ 17,996,533	$ 12,792,802

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$ 66,841	$ 412,895
Oil and natural gas revenues payable	190,919	141,685
Total current liabilities	257,760	554,580
LONG TERM DEBT	6,744,755	1,699,125
DEFERRED INCOME TAXES	744,500	705,000
ASSET RETIREMENT OBLIGATION	1,305,002	775,023
Total liabilities	9,052,017	3,733,728

STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 75,000,000 shares authorized;
8,910,175 shares issued and 8,484,175 and 8,546,175 outstanding, each period, respectively	89,101	89,101
Additional paid-in capital	4,573,580	4,573,580
Retained earnings	4,803,904	4,788,555
Treasury stock, 426,000 and 364,000 shares, at cost	(522,069)	(392,162)
Total stockholders' equity	8,944,516	9,059,074
Total liabilities and stockholders' equity	$ 17,996,533	$ 12,792,802

See accompanying notes to these condensed consolidated financial statements.

FieldPoint Petroleum Corporation

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2009	2008	2009	2008
REVENUE:
Oil and natural gas sales	$ 1,080,146	$ 1,926,166	$ 2,410,011	$ 5,361,050
Well operational and pumping fees	17,067	17,566	51,199	70,996
Disposal fees	4,000	10,000	20,000	31,000
Total revenue	1,101,213	1,953,732	2,481,210	5,463,046

COSTS AND EXPENSES:
Production expense	431,644	619,400	1,171,271	1,660,699
Depletion and depreciation	235,000	286,000	587,000	831,000
Accretion of discount on asset retirement obligations	22,000	18,000	38,000	46,000
General and administrative	179,639	203,831	640,435	493,689
Total costs and expenses	868,283	1,127,231	2,436,706	3,031,388

OPERATING INCOME	232,930	826,501	44,504	2,431,658

OTHER INCOME (EXPENSE):
Interest income	839	6,725	2,170	15,095
Interest expense	(30,131)	(42,354)	(66,143)	(137,578)
Unrealized loss on short-term investments	(9,848)	(36,140)	-	(143,041)
Realized gain on sale of investments	73,463	-	73,463	-
Miscellaneous income (expense)	-	(266)	855	(266)
Total other income (expense)	34,323	(72,035)	10,345	(265,790)

INCOME BEFORE INCOME TAXES	267,253	754,466	54,849	2,165,868
Income tax provision - current	-	(162,000)	-	(594,000)
Income tax provision - deferred	(117,500)	(97,000)	(39,500)	(138,000)
TOTAL INCOME TAX PROVISION	( 117,500)	( 259,000)	(39,500)	(732,000)

NET INCOME	$ 149,753	$ 495,466	$ 15,349	$ 1,433,868

NET INCOME PER SHARE:
BASIC	$ 0.02	$ 0.06	$ 0.00	$ 0.16
DILUTED	$ 0.02	$ 0.06	$ 0.00	$ 0.16

WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC	8,499,031	8,910,175	8,528,002	8,910,175
DILUTED	8,499,031	8,910,175	8,528,002	8,910,175

See accompanying notes to these condensed consolidated financial statements .

FieldPoint Petroleum Corporation

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Nine Months Ended September 30,
	2009	2008

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 15,349	$ 1,433,868
Adjustments to reconcile net income to net cash
provided by operating activities:
Unrealized holding losses on short-term investments	-	143,041
Proceeds from sale of short-term investments	585,139	-
Realized gain on sale of short-term investments	(73,463)	-
Depletion and depreciation	587,000	831,000
Deferred income taxes	39,500	138,000
Accretion of discount on asset retirement obligations	38,000	46,000
Share-based compensation	-	1,771
Changes in current assets and liabilities:
Accounts receivable	(98,494)	130,147
Prepaid expenses and other current assets	15,095	(16,374)
Accounts payable and accrued expenses	(346,054)	(195,872)
Oil and natural gas revenues payable	49,234	16,999
Other	(899)	-
Net cash provided by operating activities	810,407	2,528,580

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of oil and natural gas properties	(5,400,820)	-
Additions to oil and natural gas properties	(354,907)	(1,806,392)
Net cash used in investing activities	(5,755,727)	(1,806,392)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt	5,100,630	-
Repayments of long-term debt	(55,000)	-
Purchase of treasury shares	(129,907)	-
Net cash provided by financing activities	4,915,723	-

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(29,597)	722,188

CASH AND CASH EQUIVALENTS, beginning of the period	423,632	1,484,469

CASH AND CASH EQUIVALENTS, end of the period	$ 394,035	$ 2,206,657

See accompanying notes to these condensed consolidated financial statements.

FieldPoint Petroleum Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Nature of Business, Organization and Basis of Preparation and Presentation

FieldPoint Petroleum Corporation (the “Company”, “our”, or “we”) is incorporated under the laws of the state of Colorado. The Company is engaged in the acquisition, operation and development of oil and natural gas properties, which are located in Louisiana, New Mexico, Oklahoma, Texas, and Wyoming.

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted. However, in the opinion of management, all adjustments (which consist only of normal recurring adjustments) necessary to present fairly the financial position and results of operations for the periods presented have been made. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Form 10-K filing for the year ended December 31, 2008.

Subsequent Events

We have evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through November 12, 2009, the day the financial statements were issued.

Recently Issued Accounting Pronouncements

In June 2009, Financial Accounting Standards Board (FASB) established, with the effect from July 1, 2009, the FASB Accounting Standards Codification (ASC) as the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. We adopted the Codification beginning July 1, 2009 and while it impacts the way we refer to accounting pronouncements in our disclosures; it had no effect on our financial position, results of operations or cash flows upon adoption.

On January 1, 2009, we adopted FASB ASC 810, Noncontrolling Interests in Consolidated Financial Statements — an Amendment of ARB No. 51 , (ASC 810). ASC 810 amends Accounting Research Bulletin No. 51, Consolidated Financial Statements , to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This standard defines a noncontrolling interest, previously called a minority interest, as the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. ASC 810-10-65 requires, among other items, that a noncontrolling interest be included in the consolidated statement of financial position within equity separate from the parent’s equity; consolidated net income to be reported at amounts inclusive of both the parent’s and noncontrolling interest’s shares and, separately, the amounts of consolidated net income attributable to the parent and noncontrolling interest all on the consolidated income statement; and if a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be measured at fair value and a gain or loss be recognized in net income based on such fair value. The adoption of ASC 810-10-65 had no impact on our financial statements.

On January 1, 2009, we adopted FASB ASC 805, Business Combinations , which replaces SFAS No. 141, Business Combinations , and requires an acquirer to recognize the assets acquired, the liabilities assumed,

and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. ASC 805 also requires the acquirer in a business combination achieved in stages to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values. Additionally, ASC 805 requires acquisition related costs to be expensed in the period in which the costs were incurred and the services are received instead of including such costs as part of the acquisition price. ASC 805 makes various other amendments to authoritative literature intended to provide additional guidance or to confirm the guidance in that literature to that provided in ASC 805. Our acquisitions of the South Vacuum and Block properties were recorded in accordance with ASC 805. See Note 5.

In April 2009, the FASB issued ASC 855, Subsequent Events. ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. We adopted ASC 855 for the quarter ending June 30, 2009. The adoption of ASC 855 did not have a material impact on our financial statements.

In April 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS 167). SFAS 167 requires a qualitative approach to identifying a controlling financial interest in a variable interest entity (“VIE”), and requires ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. SFAS 167 is effective for annual reporting periods beginning after November 15, 2009. The adoption of SFAS No. 167 is not expected to have a material impact on our financial statements.

In December 2008, the Securities and Exchange Commission published a Final Rule, Modernization of Oil and Gas Reporting. The new rule permits the use of new technologies to determine proved reserves if those technologies have been demonstrated to lead to reliable conclusions about reserves volumes. The new requirements also will allow companies to disclose their probable and possible reserves to investors. In addition, the new disclosure requirements require companies to: (a) report the independence and qualifications of its reserves preparer or auditor; (b) file reports when a third party is relied upon to prepare reserves estimates or conducts a reserves audit; and (c) report oil and gas reserves using an average price based upon the prior 12-month period rather than year-end prices. The use of average prices will affect future impairment and depletion calculations. The new disclosure requirements are effective for annual reports on Form 10-K for fiscal years ending on or after December 31, 2009. A company may not apply the new rules to disclosures in quarterly reports prior to the first annual report in which the revised disclosures are required. We have not yet determined the impact of this Final Rule, which will vary depending on changes in commodity prices, on our disclosures of financial position or results of operations.

Fair Value Measurements

Beginning January 1, 2009, we adopted FASB ASC 820, Fair Value Measurements (“ASC 820”) to nonrecurring, nonfinancial assets and liabilities, which were previously deferred by the FASB issued Staff Position 157-2, Effective Date of FASB 157 (“FSP 157-2”). This adoption did not have a material impact on our condensed consolidated statement of operations or financial condition.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a framework for measuring fair value and a valuation hierarchy based upon the transparency of inputs used in the valuation of an asset or liability. Classification within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation hierarchy contains three levels:

Level 1 – Valuation inputs are unadjusted quoted market prices for identical assets or liabilities in active markets.

Level 2 – Valuation inputs are quoted prices for identical assets or liabilities in markets that are not active, quoted market prices for similar assets and liabilities in active markets and other observable inputs directly or indirectly related to the asset or liability being measured.

Level 3 – Valuation inputs are unobservable and significant to the fair value measurement.

Our fair value measurements relate to our short-term investments in certificates of deposit and publicly traded mutual funds with quoted prices in active markets. Accordingly, the fair value measurements of these securities have been classified as Level 1.

Our asset retirement obligation is classified as a Level 3 measurement. The significant unobservable inputs to this fair value measurement include estimates of plugging, abandonment and remediation costs, inflation rate and the expected remaining lives of wells. The inputs are derived based on historical data as well as management’s best estimate of current costs. As of September 30, 2009, there were no significant changes in estimates.

The following table presents our short-term investments and asset retirement obligation carried at fair value as of September 30, 2009:


	Level 1	Level 2	Level 3

Short-term investments	$ 44,075	$ -	$ -
Total assets at fair value	$ 44,075	$ -	$ -

Asset retirement obligations	$ -	$ -	$ 1,305,002
Total liabilities at fair value	$ -	$ -	$ 1,305,002

The following is a reconciliation of our asset retirement obligations for the nine months ended September 30, 2009:


Asset retirement obligations at January 1, 2009		$ 775,023
Accretion of discount		38,000
Liabilities incurred for properties acquired		491,979
Liabilities settled		-
Asset retirement obligations at September 30, 2009		$ 1,305,002

Earnings Per Share

Basic earnings per share are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share take common stock equivalents (such as options and warrants) into consideration. The Company had no dilutive or potentially dilutive common stock equivalents outstanding during the three or nine months ended September 30, 2009 or 2008.

Income Taxes

For the nine months ended September 30, 2009, the tax provision amounted to approximately 72% of income before tax, which differed from the statutory rate of 37%, a difference of 35%. The difference is due primarily to permanent differences in book and taxable income related to tax depletion of approximately $19,000.

5. Acquisitions of Oil and Natural Gas Properties

On May 26, 2009, the Company consummated the purchase of a working interest ranging from 25% to 50% representing a 19% to 44% net revenue interest in natural gas properties located in the South Vacuum Field in Lea County, New Mexico. The interests were acquired from Forest Oil Permian Corporation with an effective date of June 1, 2009. The Company paid $1,000,630 cash consideration for the lease rights and related equipment. The funds for the acquisition were derived from the Company’s existing revolving credit facility. The South Vacuum properties contributed approximately $36,000 of revenue, $10,000 of direct expenses and $23,000 of depletion and depreciation expense for the three months ended September 30, 2009. The South Vacuum properties contributed approximately $47,000 of revenue, $17,000 of direct operating expenses and $29,000 of depletion and depreciation expense for the nine months ended September 30, 2009.

A summary of the purchase price and its allocation is as follows:


Purchase price:
Cash consideration		$ 1,000,630
Asset retirement obligations assumed		73,979
Total purchase price		$ 1,074,609

Estimated fair value of oil and natural gas properties:
Mineral interests in properties:
Unproved		$ 50,000
Proved		100,000
Wells and related equipment and facilities		924,609
		$ 1,074,609

On September 16, 2009, the Company consummated the purchase of working interests ranging from 74% to 100% in the operations of seven wells in the Block Field in Andrews County, Texas. The interests were acquired from Quantum Resources Management, LLC with an effective date of September 1, 2009. The Company paid $4,400,000 cash consideration for the lease rights and related equipment. The funds for the acquisition were derived from the Company’s existing revolving credit facility and from the proceeds from the sale of short-term investments. The Block properties contributed approximately $76,000 of revenue, $43,000 of direct expenses and $27,000 of depletion and depreciation expense for the month of September 2009.

A summary of the purchase price and its allocation is as follows:


Purchase price:
Cash consideration		$ 4,400,000
Asset retirement obligations assumed		418,000
Total purchase price		$ 4,818,000

Estimated fair value of oil and natural gas properties:
Mineral interests in properties:
Unproved		$ -
Proved		3,418,000
Wells and related equipment and facilities		1,400,000
		$ 4,818,000

The following unaudited pro forma information is presented as if the interests in the South Vacuum and Block properties had been acquired at January 1, 2008.


	Pro Forma Results for the Three Months Ended September 30, 2009	Pro Forma Results for the Three Months Ended September 30, 2008	Pro Forma Results for the Nine Months Ended September 30, 2009	Pro Forma Results for the Nine Months Ended September 30, 2008

Revenues	$ 1,258,661	$ 2,638,595	$ 3,166,597	$ 7,478,029
Net income (loss)	$ 128,860	$ 655,915	$ (51,228)	$ 1,998,754
Earnings (Loss) per share – basic	$ 0.02	$ 0.07	$ ( 0.01)	$ 0.22
Earnings (Loss) per share - diluted	$ 0.02	$ 0.07	$ (0.01)	$ 0.22

Related Party Transactions

The Company leases office space from its president. Rent expense for this month-to-month lease was $22,500 for each of the nine months ended September 30, 2009 and 2008, and $7,500 for each of the three months ended September 2009 and 2008, respectively. The Company also paid Roger Bryant, a director, $5,500 and $11,000 in consulting fees during the nine months ended September 30, 2009 and 2008, respectively, and $3,000 during each of the three months ended September 30, 2009 and 2008.

Line of Credit

Our credit agreement was amended on August 12, 2009 (the “Second Amendment”). The Second Amendment re-determined our borrowing base to be $6,800,000 and our interest rate was adjusted to a LIBOR or Prime option. The Prime option provided for the interest rate to be prime plus a margin ranging between 1.75% and 2.25% and the LIBOR option to be the 3-month LIBOR rate plus a margin ranging between 2.75% and 3.25%, both depending on the borrowing base usage. Currently, we have elected the LIBOR interest rate option. Our commitment fee was unchanged at .50% of the unused borrowing base. The financial covenants and ratios were unchanged by the amendment. These financial covenants include current ratio, leverage ratio, and interest coverage ratio requirements. As of September 30, 2009, we were not in compliance with the leverage ratio covenant of less than 3.5 to 1. Our actual leverage ratio as of September 30, 2009 was 8 to 1.

compliant as of September 30, 2009. The Third Amendment also extended the maturity date from October 18, 2010 to October 18, 2012 with all outstanding principal due at maturity. The interest rate margin was further adjusted by the Third Amendment. The Prime option provides for the interest rate to be prime plus a margin ranging between 2.00% and 2.50% and the LIBOR option to be the 3-month LIBOR rate plus a margin ranging between 3.00% and 3.50%, both depending on the borrowing base usage. The borrowing base, commitment fee percentage and remaining financial covenants remained unchanged. We expect to be in compliance with our covenants for the remainder of 2009 and 2010. Our balance outstanding under the line of credit was $6,744,755 as of September 30, 2009.

8. Treasury Stock Repurchase Program

On May 15, 2009, our Board of Directors authorized the Company to repurchase shares of our common stock at an aggregate cost not to exceed $250,000. We have repurchased a total of 62,000 common shares with an aggregate cost of $129,907 during the nine months ended September 30, 2009.

9. Subsequent Event

The Company repurchased an additional 39,000 shares subsequent to September 30, 2009 totalling approximately $84,746.

* * * * * * *

PART I
Item 2

MANAGEMENT'S DISCUSSION AND ANALYSIS

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

General

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

Results of Operations

Comparison of Three Months Ended September 30, 2009 to the Three Months Ended September 30, 2008


	Quarter Ended September 30,
	2009	2008
Revenue:
Oil sales	$ 927,929	$ 1,594,763
Natural gas sales	152,217	331,403
Total oil and natural gas sales revenue	$ 1,080,146	$ 1,926,166

Sales volume:
Oil (Bbls)	14,795	14,320
Natural gas (Mcf)	47,904	32,468
Total sales volume (BOE)	22,779	19,731

Average sales prices:
Oil ($/Bbl)	$ 62.72	$ 111.33
Natural gas ($/Mcf)	$ 3.18	$ 10.22
Average total sales price ($/BOE)	$ 47.42	$ 99.44

Costs and expenses ($/BOE):
Lease operating expense	$ 18.95	$ 31.40
Depletion and depreciation	10.32	14.50
Accretion of discount on asset retirement obligations	0.97	0.92
General and administrative	7.89	10.33
Total costs and expenses ($/BOE):	$ 38.13	$ 57.15

Total oil and natural gas sales revenue decreased 44% or $846,020 to $1,080,146 for the three month period ended September 30, 2009 from the comparable 2008 period. This was due primarily to the overall decrease in oil and natural gas commodity pricing. Average oil sales prices decreased 44% to $62.72 for the three-month period ended September 30, 2009 compared to $111.33 for the three-month period ended September 30, 2008. Average natural gas sales prices decreased 69% to $3.18 for the three month period ended September 30, 2009 compared to $10.22 for the three month period ended September 30, 2008. The lower commodity prices accounted for approximately $1,057,000 of the decrease in revenues. Sales volumes increased 15% on a BOE basis, primarily due to the acquisition of the South Vacuum property in June 2009 and the Block property in September 2009. The higher sales volume partially offset the decrease in revenues. We anticipate volumes to increase in the coming quarters as additional remedial work is completed and as a result of the acquisitions of the oil and natural gas properties.

Lease operating expenses decreased 30% or $187,756 to $431,644 for the three month period ended September 30, 2009 from the comparable 2008 period. This was primarily due to the decrease in workover expense and remedial repairs incurred in 2009 as compared to 2008. As a result of the reduction in workover and remedial repair expense and higher sales volume, our lifting cost per BOE decreased by 40%. We anticipate lease operating expenses to increase over the following quarters due to the acquisitions of the South Vacuum and Block properties.

Depletion and depreciation decreased 18% or $51,000 to $235,000 for the three month period ended September 30, 2009 versus $286,000 in the 2008 comparable period. This was primarily due to impairments in 2008 which lowered our depletable base and is partially offset by the acquisitions of oil and natural gas properties.

General and administrative overhead cost decreased 12% or $24,192 to $179,639 for the three-month period ended September 30, 2009 from the three-month period ended September 30, 2008. This was primarily attributable to a decrease in professional service such as engineering, consulting and fees. We anticipate general and administrative expenses to increase slightly.

Other income, net for the quarter ended September 30, 2009, was $34,323 compared to other expenses, net of $72,035 for the comparable 2008 period. The increase was primarily due to a realized gain of $73,463 from the sale of our short-term investments during the three months ending September 30, 2009.

Results of Operations

Comparison of Nine Months Ended September 30, 2009 to the Nine Months Ended September 30, 2008


	Nine Months Ended June 30,
	2009	2008
Revenue:
Oil sales	$ 1,985,245	$ 4,516,540
Natural gas sales	424,766	844,510
Total oil and natural gas sales revenue	$ 2,410,011	$ 5,361,050

Sales volume:
Oil (Bbls)	39,758	41,702
Natural gas (Mcf)	114,130	97,593
Total sales volume (BOE)	58,780	57,968


Average sales price:
Oil ($/Bbl)	$ 49.93	$ 108.26
Natural gas ($/Mcf)	$ 3.72	$ 8.67
Average total sales prices ($/BOE)	$ 41.00	$ 92.48

Costs and expenses ($/BOE):
Lease operating expense	$ 19.93	$ 28.65
Depletion and depreciation	9.99	14.34
Accretion of discount on asset retirement obligations	0.65	0.80
General and administrative	10.90	8.52
Total costs and expenses ($/BOE)	$ 41.47	$ 52.31

Total oil and natural gas sales revenues decreased 55% or $2,951,039 to $2,410,011 for the nine-month period ended September 30, 2009 from $5,361,050 for the comparable 2008 period. This was due primarily to the overall decrease in oil and natural gas commodity pricing. Average oil sales prices decreased 54% to $49.93 for the nine month period ended September 30, 2009 compared to $108.26 for the nine month period ended September 30, 2008. Average natural gas sales prices decreased 57% to $3.72 for the nine month period ended September 30, 2009 compared to $8.67 for the nine month period ended September 30, 2008. The lower commodity prices accounted for approximately $2,884,000 of the decrease in oil and natural gas revenue. Sales volumes increased 1% on a BOE basis, primarily due to the acquisitions of the South Vacuum property in June 2009 and the Block property in September 2009 offset by natural declines. The higher sales volume partially offset the decrease in revenue.

Lease operating expenses decreased 29% or $489,428 to $1,171,271 for the nine month period ended September 30, 2009 from the comparable 2008 period. This was primarily due to the decrease in workover expense and remedial repairs incurred in 2009 as compared to 2008. As a result of the reduction in workover and remedial repair expenses compared to the period ended September 30, 2008, lifting cost decreased 31% or $8.72 to $19.93 for the period. We anticipate lease operating expense to increase over the following quarters due to the acquisitions of the South Vacuum and Block properties.

Depletion and depreciation expense decreased 29% to $587,000, compared to $831,000 for the comparable 2008 period. This was primarily due to impairments in 2008 which lowered our depletable base.

General and administrative overhead cost increased 30% or $146,746 to $640,435 for the nine month period ended September 30, 2009 from the nine month period ended September 30, 2008. This was attributable primarily to an increase in salaries, professional services such as engineering and consulting. In coming quarters we anticipate general and administrative expenses to remain relatively constant with this period.

Other income, net for the nine months ended September 30, 2009, was $10,345 compared to other expenses, net of $265,790 for the comparable 2008 period. The decrease was primarily due to a decrease in interest expense associated with our line of credit for the nine months ending September 30, 2009, and by a realized gain of $73,463 compared to an unrealized loss of $143,041 for the 2008 period.

Liquidity and Capital Resources

Cash flow provided by operating activities was $810,407 for the nine month period ended September 30, 2009, as compared to cash flow provided by operating activities of $2,528,580 in the comparable 2008 period. The decrease in cash flows from operating activities was primarily due to a decrease in net income in 2009.

Cash flow used in investing activities was $5,755,727 for the nine month period ended September 30, 2009 as compared to $1,806,392 in the comparable period. This was primarily due to the acquisition of the South Vacuum and Block properties during 2009.

Cash flow provided by financing activities of $4,915,723 for the nine months ended September 30, 2009 resulted from $5,100,000 of proceeds from our credit facility used primarily to finance the South Vacuum and Block properties in 2009 offset by the repurchase of treasury shares. There were no financing activities during the nine months ended September 30, 2008.

At September 30, 2009, we were not in compliance with the leverage ratio covenant contained in our credit agreement. The balance under our credit facility was $6,744,755 as of September 30, 2009 and the amount available under our current $6,800,000 borrow base was $55,245. On November 13, 2009, our lender amended our credit facility agreement to revise the formula to be used to calculate our leverage ratio, and under the new formula, our leverage ratio is compliant. The amendment also extended the maturity date of the credit facility and revised the definition of Applicable Margin. We expect to be in compliance with our covenants for the remainder of 2009 and 2010.

On November 13, 2009, our lender amended the credit agreement (the “Third Amendment”). The Third Amendment agreed to waive compliance of the leverage ratio as of September 30, 2009 and revised the formula used to calculate the leverage ratio. Under the new formula our leverage ratio would be compliant as of September 30, 2009. The Third Amendment also extended the maturity date from October 18, 2010 to October 18, 2012 with all outstanding principal due at maturity. The interest rate margin was further adjusted by the Third Amendment. The Prime option provides for the interest rate to be prime plus a margin ranging between 2.00% and 2.50% and the LIBOR option to be the 3-month LIBOR rate plus a margin ranging between 3.00% and 3.50%, both depending on the borrowing base usage. The borrowing base, commitment fee percentage and remaining financial covenants remained unchanged. We expect to be in compliance with our covenants for the remainder of 2009 and 2010. Our balance outstanding under the line of credit was $6,744,755 as of September 30, 2009.

PART I

Item 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We periodically enter into certain commodity price risk management transactions to manage our exposure to oil and natural gas price volatility. These transactions may take the form of futures contracts, swaps or options. All data relating to our derivative positions is presented in accordance with requirements of FASB ASC Topic No. 815. Accordingly, unrealized gains and losses related to the change in fair market value of derivative contracts that qualify and are designated as cash flow hedges are recorded as other comprehensive income or loss and such amounts are reclassified to oil and natural gas sales revenues as the associated production occurs. Derivative contracts that do not qualify for hedge accounting treatment are recorded as derivative assets and liabilities at market value in the consolidated balance sheet, and the associated unrealized gains and losses are recorded as current expense or income in the consolidated statement of operations. While such derivative contracts do not qualify for hedge accounting, management believes these contracts can be utilized as an effective component of commodity price risk management activities. At September 30, 2009 and December 31, 2008, there were no open positions. We did not have any derivative transactions during the three or nine-month periods ending September 30, 2009 and 2008.

PART I
Item 4. CONTROLS AND PROCEDURES


a)	*Disclosure Controls and Procedures* The Company’s Principal Executive Officer and Principal Financial Officer, Ray Reaves, has established and is currently maintaining disclosure controls and procedures for the Company. The disclosure controls and procedures have been designed to provide reasonable assurance that the information required to be disclosed by the Company in reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that information required to be disclosed by the Company is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure. The Principal Executive Officer and Principal Financial Officer conducted a review and evaluation of the effectiveness of the Company’s disclosure controls and procedures and have concluded, based on his evaluation as of the end of the period covered by this Report, that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that information required to be disclosed by the Company is accumulated and communicated to management, including our principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosure and we refer you to Exchange Act Rule 13a-15(e).

b)	*Changes in Internal Control over Financial Reporting* Except as otherwise noted above, there has been no change in our internal control over financial reporting during the three or nine months ended September 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations of any Internal Control Design

Our principal executive and financial officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive and financial officer have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity during the period ended September 30, 2009.

ISSUER PURCHASES OF EQUITY SECURITIES

Period

(a) Total Number

of shares (or

Units) Purchased

(b) Average Price

Paid per Share (or

Unit)

of Shares (or

Units) Purchased

as Part of Publicly

Announced Plans

or Programs

(d) Maximum

Number (or

Approximate

Dollar Value) of

Shares (or Units)

that May Yet Be

Purchased Under

the Plans or

Programs

7/1/09 – 9/30/09

32,000

$1.92

32,000

$120,093

10/01/09 – 11/12/09

39,000

$2.17

39,000

$ 35,347

TOTAL

71,000

Item 3. Default Upon Senior Securities

None, except as disclosed herein.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits


	Exhibits
	10.1	Personal Guaranty Agreement of Ray D. Reaves, Jr.
	10.2	First Amendment to Loan and Security Agreement effective May 29, 2009
	10.3	Second Amendment to Loan and Security Agreement effective August 12, 2009
	10.4	Third Amendment to Loan and Security Agreement effective November 13, 2009
	31	Certification
	32	Certification Pursuant to U.S.C. Section 1350

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 16, 2009	By : /s/ Ray Reaves Ray Reaves, President, Chief Executive Officer, Treasurer and Chief Financial Officer

CERTIFICATION

I, Ray Reaves, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of FieldPoint Petroleum Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



	5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

		(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

		(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date November 16, 2009				__ /s/ Ray Reaves _ ______
				Ray Reaves, Chief Executive Officer and Chief Financial Officer

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of FieldPoint Petroleum Corporation (the "Company") on Form 10-Q for the period ended September 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ray Reaves, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

_ /s/ Ray Reaves_____

Ray Reaves

Chief Executive Officer and

Chief Financial Officer

November 16, 2009

PERSONAL GUARANTY AGREEMENT

WHEREAS, Fieldpoint Petroleum Corporation, a Colorado corporation (“ Borrower ”) has entered into that certain Loan and Security Agreement dated October 18, 2006, as amended, between Borrower and Citibank, N.A., formerly known as Citibank Texas, N.A. (the “ Lender ”) (such Loan Agreement, as it may hereafter be amended or otherwise modified from time to time, being hereinafter referred to as the “ Loan Agreement ”, and capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Loan Agreement);

WHEREAS, the execution of this Personal Guaranty Agreement is a condition to the Lender’s obligations under the Loan Agreement;

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, Ray D. Reaves, Jr., an individual (the “ Guarantor ”), hereby irrevocably and unconditionally guarantees to the Lender the full and prompt payment and performance of the Guaranteed Indebtedness (hereinafter defined), this Personal Guaranty Agreement being upon the following terms:

The term “ Guaranteed Indebtedness ”, as used herein means all of the “Indebtedness” (as defined in the Loan Agreement) and shall include any and all post-petition interest and expenses (including attorneys’ fees) whether or not allowed under any bankruptcy, insolvency, or other similar law; provided that the Guaranteed Indebtedness shall be limited, with respect to the Guarantor, to an aggregate amount equal to the largest amount that would not render the Guarantor’s obligations hereunder subject to avoidance under Section 544 or 548 of the United States Bankruptcy Code or under any applicable state law relating to fraudulent transfers or conveyances.

This instrument shall be an absolute, continuing, irrevocable and unconditional guaranty of payment and performance, and not a guaranty of collection, and the Guarantor shall remain liable on its obligations hereunder until the payment and performance in full of the Guaranteed Indebtedness. No set-off, counterclaim, recoupment, reduction, or diminution of any obligation, or any defense of any kind or nature which Borrower may have against the Lender or any other party, or which the Guarantor may have against Borrower, the Lender or any other party, shall be available to, or shall be asserted by, the Guarantor against the Lender or any subsequent holder of the Guaranteed Indebtedness or any part thereof or against payment of the Guaranteed Indebtedness or any part thereof.

If the Guarantor becomes liable for any indebtedness owing by Borrower to the Lender by endorsement or otherwise, other than under this Personal Guaranty Agreement, such liability shall not be in any manner impaired or affected hereby, and the rights of the Lender hereunder shall be cumulative of any and all other rights that the Lender may ever have against the Guarantor. The exercise by the Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

In the event of default by Borrower in payment or performance of the Guaranteed Indebtedness, or any part thereof, when such Guaranteed Indebtedness becomes due, whether by its terms, by acceleration, or otherwise, the Guarantor shall promptly pay the amount due thereon to the Lender, without notice or demand, in lawful currency of the United States of America, and it shall not be necessary for the Lender, in order to enforce such payment by the Guarantor, first to institute suit or exhaust its remedies against Borrower or others liable on such Guaranteed Indebtedness, or to enforce any rights against any collateral which shall ever have been given to secure such Guaranteed Indebtedness. In the event such payment is made by the Guarantor, then the Guarantor shall be subrogated to the rights then held by the Lender with respect to the Guaranteed Indebtedness to the extent to which the Guaranteed Indebtedness was discharged by the Guarantor and, in addition, upon payment by the Guarantor of any sums to the Lender hereunder, all rights of the Guarantor against Borrower, any other

PERSONAL GUARANTY AGREEMENT, Page 1

pdc/o&g/citi/Fieldpoint/guaranty-Reaves.001

guarantor or any Collateral arising as a result therefrom by way of right of subrogation, reimbursement, or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full of the Guaranteed Indebtedness.

If acceleration of the time for payment of any amount payable by Borrower under the Guaranteed Indebtedness is stayed upon the insolvency, bankruptcy, or reorganization of Borrower, all such amounts otherwise subject to acceleration under the terms of the Guaranteed Indebtedness shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Lender.

The Guarantor hereby agrees that its obligations under this Personal Guaranty Agreement shall not be released, discharged, diminished, impaired, reduced, or affected for any reason or by the occurrence of any event, including, without limitation, one or more of the following events, whether or not with notice to or the consent of the Guarantor: (a) the taking or accepting of collateral as security for any or all of the Guaranteed Indebtedness or the release, surrender, exchange, or subordination of any collateral now or hereafter securing any or all of the Guaranteed Indebtedness; (b) any partial release of the liability of the Guarantor hereunder, or the full or partial release of any other guarantor from liability for any or all of the Guaranteed Indebtedness; (c) any disability of Borrower, or the dissolution, insolvency, or bankruptcy of Borrower, the Guarantor, or any other guarantor, or any other party at any time liable for the payment of any or all of the Guaranteed Indebtedness; (d) any renewal, extension, modification, waiver, amendment, or rearrangement of any or all of the Guaranteed Indebtedness or any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (e) any adjustment, indulgence, forbearance, waiver, or compromise that may be granted or given by the Lender to Borrower, the Guarantor, or any other guarantor, or any other party ever liable for any or all of the Guaranteed Indebtedness; (f) any neglect, delay, omission, failure, or refusal of the Lender to take or prosecute any action for the collection of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any action in connection with any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (g) the unenforceability or invalidity of any or all of the Guaranteed Indebtedness or of any instrument, document, or agreement evidencing, securing, or otherwise relating to any or all of the Guaranteed Indebtedness; (h) any payment by Borrower or any other party to the Lender is held to constitute a preference under applicable bankruptcy or insolvency law or if for any other reason the Lender is required to refund any payment or pay the amount thereof to someone else; (i) the settlement or compromise of any of the Guaranteed Indebtedness; (j) the non-perfection of any security interest or lien securing any or all of the Guaranteed Indebtedness; (k) any impairment of any collateral securing any or all of the Guaranteed Indebtedness; (l) the failure of the Lender to sell any collateral securing any or all of the Guaranteed Indebtedness in a commercially reasonable manner or as otherwise required by law; (m) any change in the corporate existence, structure, or ownership of Borrower; or (n) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower or the Guarantor (other than payment of the Guaranteed Indebtedness).

The Guarantor represents and warrants to the Lender as follows:

(a)

All representations and warranties in the Loan Agreement relating to it are true and correct as of the date hereof and on each date the representations and warranties hereunder are restated pursuant to any of the Loan Documents with the same force and effect as if such representations and warranties had been made on and as of such date except to the extent that such representations and warranties relate specifically to another date.

(b)

It has, independently and without reliance upon the Lender and based upon such documents and information as it has deemed appropriate, made its own analysis and decision to enter into the Loan Documents to which it is a party.

PERSONAL GUARANTY AGREEMENT, Page 2

pdc/o&g/citi/Fieldpoint/guaranty-Reaves.001

(c)

It has adequate means to obtain from Borrower on a continuing basis information concerning the financial condition and assets of Borrower and it is not relying upon the Lender to provide (and the Lender shall not have any duty to provide) any such information to it either now or in the future.

(d)

The value of the consideration received and to be received by the Guarantor as a result of Borrower’s and the Lender’s entering into the Loan Agreement and the Guarantor executing and delivering this Personal Guaranty Agreement is reasonably worth at least as much as the liability and obligation of the Guarantor hereunder, and such liability and obligation and the Loan Agreement have benefited and may reasonably be expected to benefit the Guarantor directly or indirectly.

The Guarantor covenants and agrees that, as long as the Guaranteed Indebtedness or any part thereof is outstanding or the Lender has any commitment under the Loan Agreement, it will comply with all covenants set forth in the Loan Agreement specifically applicable to it.

When an Event of Default exists, the Lender shall have the right to set-off and apply against this Personal Guaranty Agreement or the Guaranteed Indebtedness or both, at any time and without notice to the Guarantor, any and all deposits (general or special, time or demand, provisional or final, but excluding any account established by the Guarantor as a fiduciary for another party) or other sums at any time credited by or owing from the Lender to the Guarantor whether or not the Guaranteed Indebtedness is then due and irrespective of whether or not the Lender shall have made any demand under this Personal Guaranty Agreement. The Lender agrees promptly to notify the Borrower after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights and remedies of the Lender hereunder are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Lender may have.

10.

(a)

The Guarantor hereby agrees that the Subordinated Indebtedness (as defined below) shall be subordinate and junior in right of payment to the prior payment in full of all Guaranteed Indebtedness as herein provided. The Subordinated Indebtedness shall not be payable, and no payment of principal, interest or other amounts on account thereof, and no property or guarantee of any nature to secure or pay the Subordinated Indebtedness shall be made or given, directly or indirectly by or on behalf of any Debtor (hereafter defined) or received, accepted, retained or applied by the Guarantor unless and until the Guaranteed Indebtedness shall have been paid in full in cash; except that prior to the occurrence and continuance of an Event of Default, the Guarantor shall have the right to receive payments on the Subordinated Indebtedness made in the ordinary course of business. After the occurrence and during the continuance of an Event of Default, no payments of principal or interest may be made or given, directly or indirectly, by or on behalf of any Debtor or received, accepted, retained or applied by the Guarantor unless and until the Guaranteed Indebtedness shall have been paid in full in cash. If any sums shall be paid to the Guarantor by any Debtor or any other Person on account of the Subordinated Indebtedness when such payment is not permitted hereunder, such sums shall be held in trust by the Guarantor for the benefit of the Lender and shall forthwith be paid to the Lender without affecting the liability of the Guarantor under this Personal Guaranty Agreement and may be applied by the Lender against the Guaranteed Indebtedness in accordance with the Loan Agreement. Upon the request of the Lender, the Guarantor shall execute, deliver, and endorse to the Lender such documentation as the Lender may request to perfect, preserve, and enforce its rights hereunder. For purposes of this Personal Guaranty Agreement and with respect to the Guarantor, the term “ Subordinated Indebtedness ” means all indebtedness, liabilities, and obligations of Borrower or any Loan Party other than the Guarantor (Borrower and such Loan Parties herein the “ Debtors ”) to the Guarantor, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at

PERSONAL GUARANTY AGREEMENT, Page 3

pdc/o&g/citi/Fieldpoint/guaranty-Reaves.001

their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by the Guarantor.

(b)

The Guarantor agrees that any and all Liens (including any judgment liens), upon any Debtor’s assets securing payment of any Subordinated Indebtedness shall be and remain inferior and subordinate to any and all Liens upon any Debtor’s assets securing payment of the Guaranteed Indebtedness or any part thereof, regardless of whether such Liens in favor of the Guarantor or the Lender presently exist or are hereafter created or attached. Without the prior written consent of the Lender, the Guarantor shall not (i) file suit against any Debtor or exercise or enforce any other creditor’s right it may have against any Debtor, or (ii) foreclose, repossess, sequester, or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any obligations of any Debtor to the Guarantor or any Liens held by the Guarantor on assets of any Debtor.

(c)

In the event of any receivership, bankruptcy, reorganization, rearrangement, debtor’s relief, or other insolvency proceeding involving Debtor as debtor, the Lender shall have the right to prove and vote any claim under the Subordinated Indebtedness and to receive directly from the receiver, trustee or other court custodian all dividends, distributions, and payments made in respect of the Subordinated Indebtedness until the Guaranteed Indebtedness has been paid in full in cash. The Lender may apply any such dividends, distributions, and payments against the Guaranteed Indebtedness in accordance with the Loan Agreement.

(d)

The Guarantor agrees that all promissory notes, accounts receivable, ledgers, records, or any other evidence of Subordinated Indebtedness shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Personal Guaranty Agreement.

11.

No amendment or waiver of any provision of this Personal Guaranty Agreement or consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Lender. No failure on the part of the Lender to exercise, and no delay in exercising, any right, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

12.

To the extent permitted by law, any acknowledgment or new promise, whether by payment of principal or interest or otherwise and whether by Borrower or others (including the Guarantor), with respect to any of the Guaranteed Indebtedness shall, if the statute of limitations in favor of the Guarantor against the Lender shall have commenced to run, toll the running of such statute of limitations and, if the period of such statute of limitations shall have expired, prevent the operation of such statute of limitations.

13.

This Personal Guaranty Agreement is for the benefit of the Lender and its successors and assigns, and in the event of an assignment of the Guaranteed Indebtedness, or any part thereof, the rights and benefits hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. This Personal Guaranty Agreement is binding not only on the Guarantor, but on the Guarantor’s successors and assigns.

14.

The Guarantor recognizes that the Lender is relying upon this Personal Guaranty Agreement and the undertakings of the Guarantor hereunder and under the other Loan Documents to which the Guarantor is a party in making extensions of credit to Borrower under the Loan Agreement and

PERSONAL GUARANTY AGREEMENT, Page 4

pdc/o&g/citi/Fieldpoint/guaranty-Reaves.001

further recognizes that the execution and delivery of this Personal Guaranty Agreement and the other Loan Documents to which the Guarantor is a party is a material inducement to the Lender in entering into the Loan Agreement and continuing to extend credit thereunder. The Guarantor hereby acknowledges that there are no conditions to the full effectiveness of this Personal Guaranty Agreement or any other Loan Document to which it is a party.

15.

Any notice or demand to the Guarantor under or in connection with this Personal Guaranty Agreement or any other Loan Document to which it is a party shall be deemed effective if given to the Guarantor, care of Borrower in accordance with the notice provisions in the Loan Agreement.

16.

The Guarantor shall pay on demand all reasonable attorneys’ fees and all other reasonable costs and expenses incurred by the Lender in connection with the administration, enforcement, or collection of this Personal Guaranty Agreement.

17.

The Guarantor hereby waives promptness, diligence, notice of any default under the Guaranteed Indebtedness, demand of payment, notice of acceptance of this Personal Guaranty Agreement, presentment, notice of protest, notice of dishonor, notice of the incurring by Borrower of additional indebtedness, and all other notices and demands with respect to the Guaranteed Indebtedness and this Personal Guaranty Agreement.

18.

The Loan Agreement, and all of the terms thereof, are incorporated herein by reference, the same as if stated verbatim herein, and the Guarantor agrees that the Lender may exercise any and all rights granted to the Lender under the Loan Agreement and the other Loan Documents without affecting the validity or enforceability of this Personal Guaranty Agreement.

19.

THIS PERSONAL GUARANTY AGREEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT OF THE GUARANTOR AND THE LENDER WITH RESPECT TO THE GUARANTOR’S GUARANTY OF THE GUARANTEED INDEBTEDNESS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS PERSONAL GUARANTY AGREEMENT IS INTENDED BY THE GUARANTOR AND THE LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS PERSONAL GUARANTY AGREEMENT, AND NO COURSE OF DEALING AMONG THE GUARANTOR AND THE LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS PERSONAL GUARANTY AGREEMENT. THERE ARE NO ORAL AGREEMENTS BETWEEN THE GUARANTOR AND THE LENDER.

20.

This Personal Guaranty Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas and applicable laws of the United States of America.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

PERSONAL GUARANTY AGREEMENT, Page 5

pdc/o&g/citi/Fieldpoint/guaranty-Reaves.001

EXECUTED as of the 12 ^th day of August, 2009.

GUARANTOR :

By:

/s/ Ray D. Reaves, Jr.

Ray D. Reaves, Jr.

PERSONAL GUARANTY AGREEMENT, Page 6

pdc/o&g/citi/Fieldpoint/guaranty-Reaves.001

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

This First Amendment to Loan and Security Agreement (“First Amendment”) is made effective as of May 29, 2009, by and between FIELDPOINT PETROLEUM CORPORATION, a Colorado corporation (the “Borrower”) and CITIBANK, N.A., a national banking association (formerly known as Citibank Texas, N.A.) (the “Lender”), as follows:

WHEREAS, Borrower and Lender entered into that certain Loan and Security Agreement (the “Agreement”) dated effective as of October 18, 2006 reflecting a Line of Credit (the “Line of Credit”) from Lender to Borrower, as evidenced by among other documents, a Promissory Note (the “Note”) dated October 18, 2006 executed by Borrower in favor of Lender in the original principal amount of $50,000,000.00 and the Agreement;

WHEREAS, Lender and Borrower have agreed to changes in the Revolving Credit Borrowing Base and the addition or amendment of certain terms and conditions of the Agreement and Loan Documents;

NOW, THEREFORE, in consideration of advances, loans, extensions of credit or other financial accommodations, now existing or hereafter made, to or for the account or benefit of the Borrower by Lender, and as an inducement therefore the parties hereto agree as follows:

Borrower and Lender hereby covenant and agree that Effective as of the date hereof, the Revolving Credit Borrowing Base shall be decreased to $5,300,000, until it is redetermined pursuant to the provisions of Article III of the Agreement on or about September 1, 2009, or is otherwise adjusted pursuant to the provisions of the Agreement.

Borrower and Lender hereby covenant and agree that Lender hereby agrees to waive compliance by Borrower with the provisions of Section 3.2 of the Agreement to the extent and only to the extent as was required for August 1, 2008. This waiver applies only to the matters stated in this paragraph and does not constitute a waiver of any other provisions of the Agreement or Loan Documents, nor does it constitute a waiver of the provisions of Section 3.2 of the Agreement in any instance other than that set out in this paragraph.

FIRST AMENDMENT

PAGE OF 4

09-6299 - First Amendment to LS Agreement - Fieldpoint

Borrower and Lender hereby covenant and agree that the Agreement is amended as follows:

Article I, Certain Definitions, is hereby amended by the addition of Section 1.53.5, Minimum Interest Rate :

1.53.5 Minimum Interest Rate shall mean two hundred (200) basis points in excess of the rate of interest determined by Lender in accordance with its customary procedures and utilizing such electronic or other quotation sources as it considers appropriate to be the prevailing rate per annum in effect each banking day at which deposits in United States dollars for a one month period, determined by the Lender in its sole discretion, are offered to the Lender by first class banks in the London Interbank Market shortly after 11:00 a.m. (London time) two banking days prior to the date such rate of interest shall be effective and applied to existing and future advances under the Line. At such times that the Minimum Interest Rate is in effect, the interest rate under the Agreement will be subject to daily re-pricing.

Borrower and Lender hereby covenant and agree that the Agreement is further amended as follows:

Article I, Section 1.3, Applicable Prime Rate , is hereby deleted in its entirety and the following inserted in lieu thereof:

1.3 Applicable Prime Rate shall mean the greater of (i) the Prime Rate published by The Wall Street Journal (Southwest Edition) in its Money Rates column or a similar rate if such rate ceases to be published, or (ii) the Minimum Interest Rate. Any change in the Applicable Prime Rate shall be effective as of the date of the change.

Borrower and Lender hereby covenant and agree that the Agreement is further amended as follows:

Article II, Section 2.9.1, Interest Prior to Maturity , is hereby deleted in its entirety and the following inserted in lieu thereof:

2.9.1 Interest Prior to Maturity. Subject to the provisions and limitations hereof, each Revolver Loan advance hereunder shall accrue interest at: (i) the greater of the Applicable Prime Rate

FIRST AMENDMENT

PAGE OF 4

09-6299 - First Amendment to LS Agreement - Fieldpoint

plus the Applicable Margin or (ii) the Libor Rate plus the Applicable Margin. The Borrower shall notify the Lender in writing of the Borrower’s choice of interest rate on a particular advance simultaneously with requesting such advance. The Borrower may elect to have interest accrue at Libor plus the Applicable Margin as to any new or then outstanding Revolver Loans provided (x) there is then no Default or Event of Default, unless such Default or Event of Default has been waived in writing by the Lender, and (y) the Borrower have so advised the Lender of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to the proposed borrowing or, in the case of a Libor election with respect to a then outstanding Revolver Loan, three (3) Business Days prior to the conversion of any then outstanding Revolver Loans to Libor Loans and (z) the election and Libor shall be effective, provided, there is then no unwaived Default or Event of Default, on the fourth Business Day following said notice. No more than five (5) Libor Loans may be outstanding at any time. If no such election is timely made or can be made, then the Lender shall use the Applicable Prime Rate plus the Applicable Margin to compute interest. Interest accruing under the rate selected by Borrower under this section will be calculated based on a calendar year of 360 days but assessed for the actual number of days elapsed during each accrual period.

All terms, conditions and provisions of the Agreement and any other Loan Documents shall be and remain in full force and effect as therein written, as modified in conjunction with this First Amendment.

This First Amendment may be executed by counterparts, each of which will for all purposes be deemed to be an original and shall constitute one and the same instrument.

This First Amendment shall inure to the benefit of each respective parties successors and assigns.

FIRST AMENDMENT

PAGE OF 4

09-6299 - First Amendment to LS Agreement - Fieldpoint

Executed as of the first day written above:

BORROWER:

FIELDPOINT PETROLEUM CORPORATION,

a Colorado corporation

By:

___ / s/ Ray D. Reaves, Jr. __

Ray D. Reaves, Jr.

President

LENDER:

CITIBANK, N.A., a national banking association (formerly known as Citibank Texas, N.A. )

By:

__ /s/ Ryan Watson ___

Ryan Watson

Vice President

Acknowledged and accepted this ____ day of May, 2009 by the following Loan Parties:

BASS PETROLEUM, INC.,

a Texas corporation

By:

___ / Ray D. Reaves, Jr. _____

Ray D. Reaves, Jr.

President

RAYA ENERGY CORP.,

a Texas corporation

By:

___ / s/ Ray D. Reaves, Jr. ___

Ray D. Reaves, Jr.

President

FIRST AMENDMENT

PAGE OF 4

09-6299 - First Amendment to LS Agreement - Fieldpoint

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

This Second Amendment to Loan and Security Agreement (“Second Amendment”) is made effective as of August 12, 2009, by and between FIELDPOINT PETROLEUM CORPORATION, a Colorado corporation (the “Borrower”) and CITIBANK, N.A., a national banking association (formerly known as Citibank Texas, N.A.) (the “Lender”), as follows:

WHEREAS, Borrower and Lender entered into that certain Loan and Security Agreement dated effective as of October 18, 2006 and that certain First Amendment to Loan and Security Agreement dated effective as of May 29, 2009 (the “Agreement”) reflecting a Line of Credit (the “Line of Credit”) from Lender to Borrower, as evidenced by among other documents, a Promissory Note (the “Note”) dated October 18, 2006 executed by Borrower in favor of Lender in the original principal amount of $50,000,000.00 and the Agreement;

WHEREAS, Lender and Borrower have agreed to changes in the Revolving Credit Borrowing Base, the addition of Ray D. Reaves, Jr. as an additional guarantor, and the addition or amendment of certain terms and conditions of the Agreement and Loan Documents;

Borrower and Lender hereby covenant and agree that Effective as of the date hereof, the Revolving Credit Borrowing Base shall be increased to $6,800,000, until it is redetermined pursuant to the provisions of Article III of the Agreement on or about September 1, 2009, or is otherwise adjusted pursuant to the provisions of the Agreement.

Borrower and Lender hereby covenant and agree that the Agreement is amended as follows:

Article I, Section 1.5, Applicable Margin , is hereby deleted in its entirety and the following inserted in lieu thereof:

Applicable Margin shall mean, for any day with respect to any Revolver Loan or with respect to the commitment fees payable hereunder, as the case may be, the Applicable Margin per annum set forth below under the caption “Applicable Prime Rate”, “Libor Rate” or “Commitment Fee Rate”, as the case may be, based upon the Borrowing Base Usage as of such determination date.

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

PAGE 1 OF 3

pdc/o&g/Fieldpoint/2 ^nd Amend L&S.001


Category	Borrowing Base Usage	Applicable Prime Rate	Libor Rate	Commitment Fee Rate
1.	Greater than or equal to 75%	2.25%	3.25%	0.50%
2.	Greater than or equal to 50% but less than 75%	2.00%	3.00%	0.50%
3.	Less than 50%	1.75%	2.75%	0.50%

Borrower and Lender hereby covenant and agree that the Agreement is further amended as follows:

Article II, Section 2.9.1, Interest Prior to Maturity , is hereby deleted in its entirety and the following inserted in lieu thereof:

2.9.1 Interest Prior to Maturity. Subject to the provisions and limitations hereof, each Revolver Loan advance hereunder shall accrue interest at: (i) the Applicable Prime Rate plus the Applicable Margin or (ii) the Libor Rate plus the Applicable Margin. The Borrower shall notify the Lender in writing of the Borrower’s choice of interest rate on a particular advance simultaneously with requesting such advance. The Borrower may elect to have interest accrue at Libor plus the Applicable Margin as to any new or then outstanding Revolver Loans provided (x) there is then no Default or Event of Default, unless such Default or Event of Default has been waived in writing by the Lender, and (y) the Borrower have so advised the Lender of its election to use Libor and the Libor Period selected no later than three (3) Business Days prior to the proposed borrowing or, in the case of a Libor election with respect to a then outstanding Revolver Loan, three (3) Business Days prior to the conversion of any then outstanding Revolver Loans to Libor Loans and (z) the election and Libor shall be effective, provided, there is then no unwaived Default or Event of Default, on the fourth Business Day following said notice. No more than five (5) Libor Loans may be outstanding at any time. If no such election is timely made or can be made, then the Lender shall use the Applicable Prime Rate plus the Applicable Margin to compute interest. Interest accruing under the rate selected by Borrower under this section will be calculated based on a calendar year of 360 days but assessed for the actual number of days elapsed during each accrual period.

This Second Amendment may be executed by counterparts, each of which will for all purposes be deemed to be an original and shall constitute one and the same instrument.

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

PAGE 1 OF 3

pdc/o&g/Fieldpoint/2 ^nd Amend L&S.001

This Second Amendment shall inure to the benefit of each respective parties successors and assigns.

Executed as of the first day written above:

BORROWER:

FIELDPOINT PETROLEUM CORPORATION,

a Colorado corporation

By:

__ /s/ Ray D. Reaves, Jr. _____

Ray D. Reaves, Jr.

President

LENDER:

CITIBANK, N.A., a national banking association (formerly known as Citibank Texas, N.A. )

By:

_ /s/ Ryan Watson _____

Ryan Watson

Vice President

Acknowledged and accepted this ____ day of August, 2009 by the following Loan Parties:

BASS PETROLEUM, INC.,

a Texas corporation

By:

__ /s/ Ray D. Reaves, Jr. ___

___ /s/ Ray D. Reaves, Jr. ___

Ray D. Reaves, Jr.

President

RAYA ENERGY CORP.,

a Texas corporation

By:

_ /s/ Ray D. Reaves, Jr. _______

Ray D. Reaves, Jr.

President

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

PAGE 1 OF 3

pdc/o&g/Fieldpoint/2 ^nd Amend L&S.001

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT is made as of November 13, 2009 (this "Third Amendment" ) between Fieldpoint Petroleum Corporation , a Colorado corporation ( "Borrower" ), and CITIBANK, N.A., a national banking association (formerly known as Citibank Texas, N.A.) ( "Lender" ).

RECITALS

Borrower and Lender are parties to a that certain Loan and Security Agreement dated effective as of October 18, 2006, that certain First Amendment to Loan and Security Agreement dated effective as of May 29, 2009, and that certain Second Amendment to Loan and Security Agreement dated effective as of August 12, 2009 reflecting a Line of Credit from Lender to Borrower, as evidenced by among other documents, a Promissory Note dated October 18, 2006 executed by Borrower in favor of Lender in the original principal amount of $50,000,000.00 and the Agreement (collectively, the “ Agreement" ).

The parties desire to amend and reaffirm the Agreement as hereinafter provided.

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Same Terms . All terms used herein which are defined in the Agreement shall have the same meanings when used herein, unless the context otherwise requires or provides. In addition, all references in the Loan Documents to the "Agreement" shall mean the Agreement, as amended by this Third Amendment, as the same shall be amended from time to time. In addition, the following terms have the meanings set forth below:

"Effective Date" means November 13, 2009.

"Modification Papers" means this Third Amendment and all of the other documents and agreements executed in connection with the transactions contemplated by this Third Amendment.

Conditions Precedent . The transactions contemplated by this Third Amendment shall be deemed to be effective as of the Effective Date, when the following conditions have been complied with to the satisfaction of Lender, unless waived in writing by Lender.

Third Amendment to Agreement . This Third Amendment shall be in full force and effect.

Representations and Warranties. All representations and warranties

contained in the Loan Documents and the Modification Papers shall be true and correct in all material respects as though the same have been made on and as of the Effective Date.

Commitment Fee . Borrower shall have paid to Lender a Commitment Fee in the amount of $68,000.

Amendment Fee . Borrower shall have paid to Lender a fee for the amendment to the Agreement in the amount of $17,000.

Fees and Expenses . Borrower shall have paid all fees and expenses of Lender in connection with the preparation, negotiation and execution of the Modification Papers, including but not limited to, the fees and expenses of counsel for Lender.

Reaffirmation of Borrowing Base. On the Effective Date, the Borrowing Base is reaffirmed to be $6,800,000.

Leverage Ratio Waiver. On the Effective Date, Lender agrees to waive compliance by Borrower with the provisions of Section 8.2 of the Agreement to the extent and only to the extent as was required for September 30, 2009. This waiver applies only to the matters stated in this paragraph 4 and does not constitute a waiver of any other provisions of the Agreement or Loan Documents, nor does it constitute a waiver of the provisions of Section (same) of the Agreement in any instance other than as set out in this paragraph 4, or any agreement by Lender regarding future actions.

Amendments to Agreement: On the Effective Date, the Agreement is amended as follows:

Maturity Date. The parties have agreed that the Maturity Date shall mean October 18, 2012, unless the Note is sooner accelerated pursuant to Section 10.2 of the Agreement.

Borrower and Lender hereby covenant and agree that the Agreement is amended as follows:

Article I, Section 1.5, Applicable Margin , is hereby deleted in its entirety and the following inserted in lieu thereof:


Category	Borrowing Base Usage	Applicable Prime Rate	Libor Rate	Commitment Fee Rate
1.	Greater than or equal to 75%	2.50%	3.50%	0.50%
2.	Greater than or equal to 50% but less than 75%	2.25%	3.25%	0.50%
3.	Less than 50%	2.00%	3.00%	0.50%

Production Reports. The Monthly Production Reports of Section 6.8.14 is amended and restated in its entirety as follows:

“ Production Reports. Upon request from Lender, the Loan Parties shall promptly deliver to the Lender a written report (in form and substance reasonably acceptable to Lender) summarizing the Loan Parties’ operating expenses, production volumes and prices actually received for production for such months as requested by Lender.”

Leverage Ratio. The Leverage Ratio of Section 8.2 is amended and restated in its entirety as follows:

“ Leverage Ratio. The Borrower will not permit the Leverage Ratio to be more than 3.50 to 1.00. As used herein, “Leverage Ratio” means, on any date, the ratio of: (a) the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with Consistent Accounting Principles, to (b)(i) for the fiscal quarter ending December 31, 2009, EBITDA for the period of two consecutive fiscal quarters ended on such date, multiplied by 2, (ii) for the fiscal quarter ending March 31, 2010, EBITDA for the period of three consecutive fiscal quarters ended on such date, multiplied by 1.33, and (iii) for the fiscal quarter ending June 30, 2010, and for successive fiscal quarters thereafter, EBITDA for the period of four consecutive fiscal quarters ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date).

Certain Representations . Borrower represents and warrants that, as of the Effective Date: (a) Borrower has full power and authority to execute this Third Amendment and this Third Amendment constitutes the legal, valid and binding obligation of Borrower enforceable in accordance with its terms, except as enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally; (b) no authorization, approval, consent or other action by, notice to, or filing with, any governmental authority or other person is required for the execution, delivery and performance by Borrower thereof; (c) all representations and warranties contained in Section 9 of the Agreement are true and correct in all material respects; and (d) No Events of Default exist.

Limitation on Agreements . The modifications set forth herein are limited precisely as written and shall not be deemed (a) to be a consent under or a waiver of or an amendment to any other term or condition in the Agreement or any of the Loan Documents, or (b) to prejudice any right or rights which Lender now has or may have

in the future under or in connection with the Agreement and the Loan Documents, each as amended hereby, or any of the other documents referred to herein or therein. The Modification Papers shall constitute Loan Documents for all purposes.

Counterparts . This Third Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which constitute one instrument. In making proof of this Third Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto.

Entirety, Etc . THIS THIRD AMENDMENT AND ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to be effective as of the Effective Date.

(Executed on Next Page)

BORROWER:

FIELDPOINT PETROLEUM CORPORATION ,

a Colorado corporation

By:

__ /s/ Ray D. Reaves, Jr. _______

Ray D. Reaves, Jr.

President

LENDER:

CITIBANK, N.A. , a national banking association (formerly known as Citibank Texas, N.A. )

By:

__ /s/ Ryan Watson _____

Ryan Watson

Vice President

Acknowledged and accepted as of the Effective Date by the following Loan Parties:

BASS PETROLEUM, INC. ,

a Texas corporation

By:

_ /s/ Ray D. Reaves, Jr. _____

Ray D. Reaves, Jr.

President

By:

___ /s/ Ray D. Reaves, Jr. _____

Ray D. Reaves, Jr.

RAYA ENERGY CORP. ,

a Texas corporation

By:

__ /s/ Ray D. Reaves, Jr. __

Ray D. Reaves, Jr.

President