U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Amendment No. 1
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 1997.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period from to .
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Commission File Number: 0-9435
FIELDPOINT PETROLEUM CORPORATION
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(Name of Small Business Issuer in Its Charter)
Colorado 84-0811034
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1703 Edelweiss Drive
Cedar Park, Texas 78613
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(Address of Principal Executive Offices) (Zip Code)
(512) 250-8692
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
(None)
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 Par Value
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Title of Class
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
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Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ X ]
The issuer's revenues for its most recent fiscal year were $739,410.
As of December 31, 1997, 4,413,259 shares of the Registrant's common stock par
value $.01 per share, were outstanding. The aggregate market value of the voting
stock held by non-affiliates of the Registrant at March 6, 1997, was $991,250.
Documents Incorporated by Reference: None.
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PART III
ITEM 11-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the persons known to the Company to own
beneficially more than five percent of the outstanding shares of Common Stock as
of December 31, 1997 and information as of December 31, 1997, with respect to
the ownership of Common Stock by each director and executive officer of the
Company. In all cases, the owners have sole voting and investment powers with
respect to the shares.
Name and Address of Amount and Nature
Beneficial Owner of Beneficial Owner Percent of Class
- ---------------- ------------------- ----------------
Bass Petroleum, Inc. 223,040 5.1%
1703 Edelweiss Drive
Cedar Park, Texas 78613
The Delray Trust 604,928 13.7%
3606 Belle Grove
Sugar Land, Texas 77479
Mildred Babich 325,801 7.4%
4225 Clear Lake Circle
Fort Worth, TX 76109
Peter Babich 323,490 7.3%
3310 Parkside Road
Flint, MI 48503
Ray D. Reaves 2,826,565(1) 61.2%
1703 Edelweiss Drive
Cedar Park, Texas 78613
Robert A. Manogue 377,277(2) 8.3%
1703 Edelweiss Drive
Cedar Park, Texas 78613
Roger D. Bryant 100,000(3) 2.2%
1703 Edelweiss Drive
Cedar Park, Texas 78613
All Officers and Directors 3,303,842 68.7%
as a Group (3 persons)
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(1)Includes (i) shares beneficially owned based on position with BPI; (ii)
estimated shares received in Reverse Acquisition in exchange for common stock of
BPI owned by Mr. Reaves; and (iii) 200,000 shares of Common Stock underlying an
option granted to Mr. Reaves by BPI, which option has been assumed by the
Company.
(2) Includes (i) shares owned by a partnership of which Mr. Manogue is a
partner; and (ii) 100,000 shares of Common Stock underlying an option of BPI
granted to Mr. Manogue by BPI, which option has been assumed by the Company.
(3) Includes 100,000 shares of Common Stock underlying an option granted to Mr.
Bryant.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIELDPOINT PETROLEUM CORPORATION
(Registrant)
By: /s/ Ray Reaves
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Ray Reaves, President
Date: --------------------------------------
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Ray Reaves
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Ray Reaves, President, Chief Executive Officer, Director,
Chairman, Chief Financial Officer
Date:
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH
REPORTS FILED PURSUANT TO SECTION 15(d) OF THE
EXCHANGE ACT BY NON-REPORTING ISSUERS
No annual report or proxy material has been sent to security holders. Proxy
material, which is to be furnished to security holders subsequent to the filing
of the annual report on this form, shall be furnished to the Commission when it
is sent to security holders.
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