0001011034-17-000034.txt : 20170411 0001011034-17-000034.hdr.sgml : 20170411 20170410173655 ACCESSION NUMBER: 0001011034-17-000034 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20170411 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIELDPOINT PETROLEUM CORP CENTRAL INDEX KEY: 0000316736 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840811034 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59277 FILM NUMBER: 17754535 BUSINESS ADDRESS: STREET 1: 609 CASTLE ROAD STREET 2: SUITE 335 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5122508692 MAIL ADDRESS: STREET 1: 609 CASTLE ROAD STREET 2: SUITE 335 CITY: AUSTIN STATE: TX ZIP: 78746 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANDHUIS LEROY CENTRAL INDEX KEY: 0001113162 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 212 N WAHSATCH AVE STREET 2: STE 301 CITY: COLORADO SPRINGS STATE: CO ZIP: 80903 SC 13D 1 fieldpoint_sc13d.htm FIELDPOINT PETROLEUM CORPORATION SECURITIES AND EXCHANGE COMMISSION

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.)*

FIELDPOINT PETROLEUM CORPORATION
(Name of Issuer)

           Common Stock           
(Title of Class of Securities)

           316570 10 0           
(CUSIP Number)

LeRoy Landhuis

 212 N. Wahsatch Ave., Ste. 301, Colorado Springs, CO   80903  (719) 635-3200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

           January 15, 2017       
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. (See Rule 13d-7).

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP NO. 316570 10 0           

(1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of Above Persons

     LeRoy Landhuis

(2) Check the Appropriate Box if a Member (a) [ ] of a Group* (b) [ ]

(3) SEC Use Only

(4) Source of Funds*      PF

(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

(6) Citizenship or Place of Organization

     U.S.A.

Number of Shares

(7) Sole Voting Power   884,564   

 

Beneficially Owned

(8) Shared Voting Power          0             

 

by Each Reporting

(9) Sole Dispositive Power    884,564   

 

Person With

(10)Shared Dispositive Power      0             

 

(11) Aggregate Amount Beneficially Owned by Each Reporting Person

       884,664 shares

(12) Check if the Aggregate Amount in the Row (11) Excludes Certain Shares* [ ]

(13) Percent of Class Represented by Amount in Row (11)         8.29%    

(14) Type of Reporting Person*              IN

*SEE INSTRUCTION BEFORE FILLING OUT!

ITEM 1. SECURITY AND ISSUER

       The class of securities to which this statement relates is common stock, par value $.01 per share (the "Common Stock") of FieldPoint Petroleum Corporation, a Colorado corporation (the "Company"). The address of the principal executive offices of the Company is 609 Castle Ridge Road # 335, Austin TX  78746.



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ITEM 2.

IDENTITY AND BACKGROUND

(a)-(c)

LeRoy Landhuis, 212 N. Wahsatch Ave., Ste. 301, Colorado Springs, CO  80903.

(d)-(f)

The natural person referred to above is a United States Citizen.  During the last five years, he has not been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION


On October 11, 2016 Mr. Landhuis purchased 442,282 shares of Common Stock of the Company at $0.45 per share.  On January 15, 2017 Mr. Landhuis purchased an additional 442,282 shares at $0.45 per share.  The funds used for the purchase were Mr. Landhuis personal funds.


ITEM 4.  PURPOSE OF TRANSACTION

             The purchases identified in Item 3 above were made pursuant to a Partial Assignment of a Stock and Mineral Interest Purchase Agreement dated August 12, 2016 between the Company and HFT Enterprises, LLC (“HFT”). The securities of the Company were acquired by Landhuis for investment.  Mr. Landhuis reserves the right to acquire or dispose of additional shares of the Company’s common stock, either in open market purchases or in private transactions.        

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER


(a)-(c)

The reporting person would be deemed to be the beneficial owner, within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of an aggregate of 884,564 shares of commons stock or 8.29% of the total of 10,669,229 issued and outstanding shares of common stock of the Company.  


Mr. Landhuis has the sole voting and investment power with respect to all of the shares of Common Stock identified in Item 5(a) above.  


Mr. Landhuis has not acquired any shares of common stock during the past sixty (60) days, except as disclosed in this report.


Mr. Landhuis has not sold any shares of common stock during the past sixty (60) days.


(d)

Not applicable.


(e)

Not applicable.




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ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

HFT Enterprises, LLC (“HFT”) entered into a Stock and Mineral Interest Purchase Agreement with the Company. Pursuant to two separate Partial Assignment and Assumption of Agreement and Consents, dated October 24, 2016 and January 9, 2017 respectively, HFT assigned to the Reporting Person the right to purchase an aggregate of 884,564 shares of common stock of the Issuer.


ITEM 7.

MATERIALS TO BE FILED AS EXHIBITS

Exhibit No.

Description

1.

Partial Assignment and Assumption of Agreement and Consent dated

October 24, 2016

2.

Partial Assignment and Assumption of Agreement and Consent dated

January 9, 2017





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SIGNATURE

       After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


 

April 10, 2017
(Date)

 

 

 

  /s/ LeRoy Lanhuis           
(Signature)

 

 

 

LeRoy Landhuis          
(Name/Title)




EX-1 2 fieldpoint_1.htm PARTIAL ASSIGNMENT AND ASSUMPTION ASSIGNMENT OF LEASE AGREEMENT

PARTIAL ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND CONSENT


THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND CONSENT (“Agreement”) is made and entered into this 24th day of October, 2016, by and between HFT Enterprises, LLC, a Nevada limited liability company (“Assignor”), Michael Herman and Leroy Landhuis, each an“Assignee”, and FieldPoint Petroleum Corporation, a Colorado corporation (“Fieldpoint”).  


RECITALS


WHEREAS, Assignor and FieldPoint entered into that certain Stock and Mineral Interest Purchase Agreement dated August 12, 2016 (the “Agreement”); and,


WHEREAS, Assignor desires to assign to each Assignee Assignor’s right under the Agreement to purchase an aggregate of 442,282 shares of FieldPoint common stock and each Assignee desires to assume Assignor’s obligation to purchase those shares; and


WHEREAS, Fieldpoint is willing to consent to such assignment and transfer of a portion of Assignor’s obligations under the Agreement under the terms and conditions set forth herein.


AGREEMENT


NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1.  Assignment.  Effective as of the date hereof Assignor hereby assigns to each Assignee the right of Assignor under the Agreement to purchase an aggregate of 884,564 shares of FieldPoint common stock, 442,282 by each Assignee at a price of $0.45 per share, subject to the terms and conditions of the Agreement.  It is acknowledged that this partial assignment covers the first half of the total subscription contained in the Agreement, and that Assignor continues to be obligated under the Agreement to purchase the second tranche of an additional 884,564 shares of common stock at a price of $0.45 per share on or before December 31, 2016.


2.  Assumption.  Each Assignee hereby assumes, covenants and agrees to purchase the 442,282 shares of Fieldpoint common stock in accordance with paragraph 1 of this Partial Assignment.


3. FieldPoint’s Consent to Assignment.  FieldPoint hereby consents to the partial assignment by Assignor to Assignee as provided in this Partial Assignment.  Such consent is expressly conditioned upon Assignee’s acknowledgment and agreement that



neither this consent nor anything contained in this Partial Assignment shall be deemed to modify, alter, amend, or waive any provisions of the Agreement.  


4.  Counterparts.  This Partial Assignment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  Facsimile signatures shall be deemed the same as originals.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.


ASSIGNOR:

ASSIGNEE:

HFT Enterprises, LLC

Mike Herman



By: /s/ Mike Herman

/s/ Mike Herman

Mike Herman, its Manager



ASSIGNEE:

Leroy Landhuis



/s/ LeRoy Landhuis


FIELDPOINT PETROLEUM CORPORATION:




By: /s/ Phillip Roberson

Phillip Roberson, President




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EX-2 3 fieldpoint_2.htm PARTIAL ASSIGNMENT AND ASSUMPTION ASSIGNMENT OF LEASE AGREEMENT

PARTIAL ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND CONSENT


THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF AGREEMENT AND CONSENT (“Agreement”) is made and entered into this 9th day of January, 2017, by and between HFT Enterprises, LLC, a Nevada limited liability company (“Assignor”), LeRoy Landhuis (“Assignee”), and FieldPoint Petroleum Corporation, a Colorado corporation (“Fieldpoint”).  


RECITALS


WHEREAS, Assignor and FieldPoint entered into that certain Stock and Mineral Interest Purchase Agreement dated August 12, 2016, as amended on January 6, 2017 (the “Agreement”); and,


WHEREAS, Assignor desires to assign to Assignee a portion of Assignor’s right and obligation under the Agreement to purchase shares of FieldPoint common stock and Assignee desires to assume Assignor’s obligation to purchase those shares; and


WHEREAS, Fieldpoint is willing to consent to such assignment and transfer of a portion of Assignor’s obligations under the Agreement under the terms and conditions set forth herein.


AGREEMENT


NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1.  Assignment.  Effective as of the date hereof Assignor hereby assigns to Assignee the right and obligation of Assignor under the Agreement to purchase an aggregate of 442,282 shares of FieldPoint common stock at a price of $0.45 per share on or before January 15, 2017.


2.  Assumption.  Each Assignee hereby assumes, covenants and agrees to purchase the shares of Fieldpoint common stock in accordance with paragraph 1 of this Assignment.


3.  FieldPoint’s Consent to Assignment.  FieldPoint hereby consents to this assignment by Assignor to Assignee as provided in this Agreement.  Such consent is expressly conditioned upon Assignee’s acknowledgment and agreement that neither this consent nor anything contained in this Agreement shall be deemed to modify, alter, amend, or waive any provisions of the Agreement.  




4.  Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  Facsimile signatures shall be deemed the same as originals.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.


ASSIGNOR:

ASSIGNEE:

HFT Enterprises, LLC

LeRoy Landhuis



By:   /s/ Mike Herman

/s/   LeRoy Landhuis

Mike Herman, its Manager



FIELDPOINT PETROLEUM CORPORATION:




By:  /s/ Phillip Roberson

Phillip Roberson, President




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