FIELDPOINT PETROLEUM CORP
8-K, 1998-03-04
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported) . . . . . .February 18, 1998




                        FIELDPOINT PETROLEUM CORPORATION
                        --------------------------------
             (Exact Name of Registrant as Specified in its Charter)




                                    COLORADO
                                    --------
                 (State or Other Jurisdiction of Incorporation)




         0-9435                                         84-0811034
         ------                                         ----------
(Commission File Number)                    (IRS Employer Identification Number)



1703 Edelweiss Drive                                     78613
- --------------------                                     -----
      Cedar Park, Texas                                (Zip Code)
      -----------------
(Address of principal executive offices)



        Registrant's telephone number, including area code (512) 250-8692



<PAGE>


ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         FieldPoint Petroleum Corporation (The Company) consummated the purchase
of a 97.9% working interest,  a 76.9565% net revenue interest in oil production,
and a 71.9565% net revenue  interest in gas production,  in the Shade lease. The
lease  currently has 3 producing oil and gas wells;  the Company also  purchased
all equipment related to the three wells on the lease from Fred Bowman, Inc. The
Company paid $190,000 cash consideration for the equipment and the lease rights.

         Closing of the  acquisition  took place on February 18, 1998,  with the
effective  date being  March 1, 1998.  The  consideration  paid was based upon a
competitive bid process.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)      Financial Statements - to be filed by amendment to this 8-K.

(b)      Exhibits

99.2     Press Release dated February 24, 1998





                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                FieldPoint Petroleum Corporation
                                                (Registrant)

                                                 By: /s/ Ray D. Reaves
                                                     ---------------------------
                                                     President

Dated: March 4, 1998


<PAGE>


EXHIBIT 99.2

Tuesday February 24, 9:00 a.m. Eastern Time

Company Press Release

SOURCE: FieldPoint Petroleum Corporation

FieldPoint  Petroleum  Corporation  Announces Completion of Oil and Gas Property
Acquisition

AUSTIN,TX Feb.  24/PRNewswire/ -- FieldPoint Petroleum Corporation (OTC Bulletin
Board:  FPPC) announced today that it has completed the acquisition of a certain
oil and gas producing  property in the state of Texas. The property was acquired
from Fred Bowman,  Inc. The Company paid  $190,000  cash  consideration  for the
lease rights.

FieldPoint, through a wholly owned subsidiary, acquired a 97.9% working interest
in the 320 acre Shade lease which  currently  has 3 producing oil and gas wells.
The Company,  through its subsidiary,  will take over operations effective March
1, 1998. Thereafter, FieldPoint will evaluate whether additional reserves can be
developed by using horizontal well technology.

Ray D. Reaves,  President and Chief  Executive  Officer of FieldPoint  Petroleum
stated,  " This  acquisition  is a part of the Company's  continuing  program of
growth through  exploration and development as well as acquisitions of producing
and non-producing oil and gas properties."

FieldPoint  Petroleum  Corporation is an oil and gas  exploration and production
company whose principal operations are conducted in Texas and Wyoming.

Additional public  information  regarding  FieldPoint  Petroleum  Corporation is
available  at the  Securities  and Exchange  Commissions  World Wide Wed site at
http://www.sec.gov
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