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SEC Company Response from FIELDPOINT PETROLEUM CORP (CIK 0000316736) — Oct 31, 2005

FIELDPOINT PETROLEUM CORP (CIK 0000316736)
Date: Oct. 31, 2005 · CIK: 0000316736 · Accession: 0001011034-05-000222

AI Filing Summary & Sentiment

File numbers found in text: 333-128447

Date
October 31, 2005
Author
/s/ Clifford L. Neuman
Form
CORRESP
Company
FIELDPOINT PETROLEUM CORP (CIK 0000316736)

Letter

CLIFFORD L. NEUMAN, P.C.

Attorney at Law

TEMPLE-BOWRON HOUSE

1507 PINE STREET

BOULDER, COLORADO 80302

Telephone: (303) 449-2100

Facsimile: (303) 449-1045

E-mail: clneuman@neuman.com

October 31, 2005

VIA EDGAR AND FEDERAL EXPRESS

Susan Min, Division of Corporate Finance

United States Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C. 20549-7010

Re:

FieldPoint Petroleum Corporation

Pre-Effective Amendment No. 1 to Registration Statement on Form SB-2

File No. 333-128447

Form 10-KSB/A-4 for the year ended December 31, 2004

File No. 0-9435

Ladies and Gentlemen:

On behalf of FieldPoint Petroleum Corporation (the "Company"), please be advised that the Company has on this date electronically filed by EDGAR with the Commission its Pre-Effective Amendment No. 1 to Form SB-2 Registration Statement as well as its Form 10-KSB/A-4 for the year ended December 31, 2004.

I am enclosing herewith for your convenience two sets of the Amendment, each set consisting of one redlined and one clean Registration Statement. We also provide two sets of the Form 10-KSB/A-4, each set consisting of one redlined and one clean version of the Form.

To expedite your review, please accept the following in response to the comments of the Commission dated October 11, 2005:

FORM SB-2

Comment 1:

Supplementally, please be advised that neither of the Selling Securityholders is a registered broker-dealer. One of the Selling Securityholders is an affiliate of a registered broker-dealer. We have made the requested additional disclosures at page 36 of the Registration Statement.

FORM 10-KSB/A-3

Comment 2

We have revised our disclosure under Item 8A, Controls and Procedures, at page 19 of the Form 10-KSB/A-4.

Please let me know if you have further comments or questions.

Sincerely,
/s/ Clifford L. Neuman

Show Raw Text
CORRESP
1
filename1.htm

CLIFFORD L. NEUMAN, P.C.

Attorney at Law

TEMPLE-BOWRON HOUSE

1507 PINE STREET

BOULDER, COLORADO 80302

Telephone: (303) 449-2100

Facsimile: (303) 449-1045

E-mail:  clneuman@neuman.com

October 31, 2005

VIA EDGAR AND FEDERAL EXPRESS

Susan Min, Division of Corporate Finance

United States Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C.  20549-7010

Re:

FieldPoint Petroleum Corporation

Pre-Effective Amendment No. 1 to Registration Statement on Form SB-2

File No. 333-128447

Form 10-KSB/A-4 for the year ended December 31, 2004

File No. 0-9435

Ladies and Gentlemen:

            On behalf of FieldPoint Petroleum Corporation (the "Company"), please be advised that the Company has on this date electronically filed by EDGAR with the Commission its Pre-Effective Amendment No. 1 to Form SB-2 Registration Statement as well as its Form 10-KSB/A-4 for the year ended December 31, 2004.

            I am enclosing herewith for your convenience two sets of the Amendment, each set consisting of one redlined and one clean Registration Statement.  We also provide two sets of the Form 10-KSB/A-4, each set consisting of one redlined and one clean version of the Form.

            To expedite your review, please accept the following in response to the comments of the Commission dated October 11, 2005:

FORM SB-2

Comment 1:

Supplementally, please be advised that neither of the Selling Securityholders is a registered broker-dealer.  One of the Selling Securityholders is an affiliate of a registered broker-dealer.  We have made the requested additional disclosures at page 36 of the Registration Statement.

FORM 10-KSB/A-3

Comment 2

We have revised our disclosure under Item 8A, Controls and Procedures, at page 19 of the Form 10-KSB/A-4.

            Please let me know if you have further comments or questions.

Sincerely,

/s/ Clifford L. Neuman

Clifford L. Neuman

CLN: nn

cc:  Mr. Ray D. Reaves