SecProbe.io

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<TYPE>LETTER
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October 11, 2005

via U.S. Mail
Ray D. Reaves, Jr.
President
FieldPoint Petroleum Corporation
1703 Edelweiss Drive
Cedar Park, TX 78613

Re:	FieldPoint Petroleum Corporation
		Form SB-2 filed September 20, 2005
	File No. 333-128447

	Form 10-KSB/A-3 for the year ended December 31, 2004
	Filed August 2, 2005
	File No. 0-9435

Dear Mr. Reaves:

      We have limited our review of the above filings to only the
areas upon which we have issued comments.  Where indicated, we
think
you should revise your documents in response to these comments.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with supplemental information so we may
better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2

Selling Securityholder and Plan of Distribution, page 21

1. Is the selling shareholder a registered broker-dealer or
affiliate
of a registered broker-dealer?  If a registered broker-dealer,
please
identify the selling shareholder as an underwriter unless the
securities you are registering on its behalf compensated the
shareholder for investment banking services.  If the selling
shareholder is an affiliate of a registered broker-dealer, please
confirm to us that the shareholder purchased the securities you
are
registering on its behalf in the ordinary course of business, and
that at the time of the purchase of the securities to be resold,
the
shareholder had no agreements or understandings, directly or
indirectly, with any party to distribute the securities.
Otherwise,
identify the selling shareholder as an underwriter.  We may have
additional comments.

Form 10-KSB/A-3 for the year ended December 31, 2004

Controls and Procedures, page 21
2.	We note that your Chief Executive Officer and Chief Financial
Officer concluded that the company`s disclosure controls and
procedures and internal control over financial reporting currently
being utilized by the Company are "sufficiently effective."
Please
confirm that your disclosure controls and procedures are effective
at
the "reasonable assurance" level.  Please refer to Part II.F.4 of
Final Rule Release 33-8238 for guidance.

Closing Comments

	Please amend the above filings in response to these comments.
You may wish to provide us with marked copies of the amendments to
expedite our review.  Please furnish a cover letter with your
amendments that keys your responses to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendments and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
?	the company may not assert this action as defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.  We direct your attention to
Rules 460 and 461 regarding requesting acceleration of a
registration
statement.  Please allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration.  Please provide this request at least two business
days
in advance of the requested effective date.

      Please direct all questions relating to the above comments
to
Susan Min, at (202) 551-3727, or in his absence, to the
undersigned,
at (202) 551-3685.   Direct all correspondence to the following
ZIP
code:  20549-7010.

							Sincerely,

							Tangela Richter
							Branch Chief

      cc:  S. Min

            via facsimile
            Clifford L. Neuman, Esq.
            (303) 449-1045

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FieldPoint Petroleum Corporation
October 11, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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