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):  November 3, 2016

               FIELDPOINT PETROLEUM CORPORATION                
(Exact name of registrant as specified in its charter)

609 Castle Ridge Road # 335, Austin TX  78746

 (Address of principal executive offices)    (Zip Code)

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

_________________________________________
(Former name or former address, if changed since last report)

ITEM 3.02

UNREGISTERED SALE OF EQUITY SECURITIES

The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by FieldPoint Petroleum Corporation, a Colorado corporation (the "Company"):

1.

a.

On November 3, 2016, the Company sold an aggregate of 884,564 shares of its Common Stock (“Shares”) for an aggregate purchase price of $398,054.  The Shares were sold  under the terms of a Stock and Mineral Interest Purchase Agreement dated August 12, 2016.   

b.

The Shares were sold to two (2) persons each of whom qualified as an “accredited investor” within the meaning of Rule 501(a) of Regulation D.  The Shares are “restricted securities” under the Securities Act of 1933, as amended and the stock certificates evidencing same shall bear the Company’s customary restrictive legend.

c.

A sales commission of 5% of the gross proceeds of the sale will be paid to Euro Pacific Capital Inc.

d.

The sale of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Rule 506 of Regulation D thereunder.  In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer.  We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided the investor with disclosure of all aspects of our business, including providing the investor with our reports filed with the Securities and Exchange Commission and other financial, business and corporate information.  Based on our investigation, we believed that each accredited investor obtained all information regarding the Company that was requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes.

e.

See paragraph 1(a) above

f.

The net proceeds from the sale of Securities will be used for working capital.

ITEM 7.01

 REGULATION FD DISCLOSURE

On November 3, 2016, FieldPoint Petroleum Corporation (NYSE/MKT: FPP) (the “Company”) issued a press release announcing the sale of Common Stock noted in Item 3.02 above. A copy of the press release is attached hereto as Exhibit 99.1

The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, The Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.

ITEM 9.01:      FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURE

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.