##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended: March 31, 2011
 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
ACT OF 1934
 Commission file number 0-02517
 TOREADOR RESOURCES CORPORATION
  Delaware
    
    75-0991164(State or other jurisdiction
    
    (I.R.S. Employerof incorporation)
    
    Identification Number)
 c/o Toreador Holding SAS
5 rue Scribe
75009 Paris, France
 +33 1 47 03 34 24
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þNon-accelerated filer o
    
    Smaller Reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



TOREADOR RESOURCES CORPORATION
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (unaudited)Condensed Consolidated Balance Sheets   March 31, 2011 and December 31, 2010
    
    
    1Condensed Consolidated Statements of Operations   for the three months ended March 31, 2011 and 2010
    
    
    2Condensed Consolidated Statement of Changes in Stockholder's Equity   March 31, 2011
    
    
    3Condensed Consolidated Statements of Cash Flows   for the three months ended March 31, 2011 and 2010
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    37Item 4.
    
    Controls and Procedures
    
    
    37PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    38Item 1A.
    
    Risk Factors
    
    
    38Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    38Item 6.
    
    Exhibits
    
    
    38SIGNATURES
    
    
    38EX-31.1EX-31.2EX-32.1




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
 TOREADOR RESOURCES CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,
    
    December 31,2011
    
    2010(Unaudited)(In thousands except share and per share data)ASSETSCurrent assets:Cash and cash equivalents (Note 2)
    
    $
    16,009
    
    
    $
    21,616Restricted cash (Notes 10 and 12)
    
    
    2,810
    
    
    
    -Accounts receivable (Note 2)
    
    
    6,047
    
    
    
    4,427Income tax receivable (Note 8)
    
    
    -
    
    
    
    -Other
    
    
    3,451
    
    
    
    2,959Total current assets
    
    
    28,317
    
    
    
    29,002Oil propertiesOil properties, gross
    
    
    116,043
    
    
    
    108,979Accumulated depletion, depreciation and amortization
    
    
    (47,644
    )
    
    
    (43,201
    )Oil properties, net
    
    
    68,399
    
    
    
    65,778Investments
    
    
    200
    
    
    
    200Goodwill
    
    
    3,918
    
    
    
    3,685Other assets
    
    
    1,502
    
    
    
    1,634Total assets
    
    $
    102,336
    
    
    $
    100,299LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    9,549
    
    
    $
    11,890Deferred lease payable  current portion
    
    
    115
    
    
    
    113Derivatives (Note 12)
    
    
    3,587
    
    
    
    1,330Income taxes payable (Note 8)
    
    
    7,754
    
    
    
    6,341Total current liabilities
    
    
    21,005
    
    
    
    19,674Long-term accrued liabilities
    
    
    354
    
    
    
    348Deferred lease payable, net of current portion
    
    
    300
    
    
    
    329Asset retirement obligations (Note 6)
    
    
    7,446
    
    
    
    6,866Deferred income tax (Note 8)
    
    
    15,276
    
    
    
    14,618Long-term debt (Notes 5 and 13)
    
    
    34,150
    
    
    
    34,394Total liabilities
    
    
    78,531
    
    
    
    76,229Stockholders equity:Common stock, $0.15625 par value, 50,000,000 shares
authorized; 25,957,705 and 25,849,705 shares issued at March
31, 2011 and December 31, 2010, respectively
    
    
    4,056
    
    
    
    4,039Additional paid-in capital
    
    
    201,401
    
    
    
    200,230Accumulated deficit
    
    
    (191,327
    )
    
    
    (186,068
    )Accumulated other comprehensive income
    
    
    12,209
    
    
    
    8,403Treasury stock at cost, 721,027 shares for 2010 and 2011
    
    
    (2,534
    )
    
    
    (2,534
    )Total stockholders equity
    
    
    23,805
    
    
    
    24,070Total liabilities and stockholders equity
    
    $
    102,336
    
    
    $
    100,299
  1




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months EndedMarch 31,2011
    
    
    2010(Unaudited)(In thousands, except per share data)Revenues and other income:Sales and other operating revenue
    
    $
    7,855
    
    
    $
    5,511Other income
    
    
    1,340
    
    
    
    -Total revenues and other income
    
    
    9,195
    
    
    
    5,511Operating costs and expenses:Lease operating expense
    
    
    2,555
    
    
    
    1,240Exploration expense
    
    
    632
    
    
    
    18Depreciation, depletion and amortization
    
    
    1,439
    
    
    
    1,004Accretion on discounted assets and liabilities (Notes 5 and 6)
    
    
    (112
    )
    
    
    57General and administrative
    
    
    4,646
    
    
    
    5,005Loss (gain) on oil derivative contracts (Note 12)
    
    
    2,257
    
    
    
    (31
    )Total operating costs and expenses
    
    
    11,416
    
    
    
    7,294Operating loss
    
    
    (2,221
    )
    
    
    (1,783
    )Other (expense) income:Foreign currency exchange gain (loss)
    
    
    (698
    )
    
    
    205Loss on the early extinguishment of debt (Note 5)
    
    
    -
    
    
    
    (4,256
    )Interest expense, net of interest capitalized (Note 5)
    
    
    (1,423
    )
    
    
    (740
    )Total other income (expense)
    
    
    (2,121
    )
    
    
    (4,791
    )Loss before taxes from continuing operations
    
    
    (4,343
    )
    
    
    (6,574
    )Income tax provision (Note 8)
    
    
    753
    
    
    
    330Loss from continuing operations, net of income taxes
    
    
    (5,095
    )
    
    
    (6,904
    )Loss from discontinued operations, net of income taxes (Note 11)
    
    
    (163
    )
    
    
    (575
    )Net loss available to common shares
    
    $
    (5,259
    )
    
    $
    (7,479
    )Basic loss available to common shares per share:From continuing operations, net of income taxes
    
    $
    (0.20
    )
    
    $
    (0.30
    )From discontinued operations, net of income taxes
    
    
    (0.01
    )
    
    
    (0.02
    )$
    (0.21
    )
    
    $
    (0.32
    )Diluted loss available to common shares per share:From continuing operations, net of income taxes
    
    $
    (0.20
    )
    
    $
    (0.30
    )From discontinued operations, net of income taxes
    
    
    (0.01
    )
    
    
    (0.02
    )$
    (0.21
    )
    
    $
    (0.32
    )Weighted average shares outstanding:Basic
    
    
    25,930
    
    
    
    23,002Diluted
    
    
    25,930
    
    
    
    23,002
  2




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
    AccumulatedCommon
    
    
    
    
    
    Additional
    
    
    
    
    
    Other
    
    Treasury
    
    
    
    
    
    TotalStock
    
    Common
    
    Paid-in
    
    Accumulated
    
    Comprehensive
    
    Stock
    
    Treasury
    
    Stockholders(Shares)
    
    Stock ($)
    
    Capital
    
    deficit
    
    Income (loss)
    
    (Shares)
    
    Stock ($)
    
    EquityBalance at December 31,
2010
    
    
    25,850
    
    $
    
    4,039
    
    $
    
    200,230
    
    $
    
    (186,068
    )
    $
    
    8,403
    
    
    
    721
    
    $
    
    (2,534
    )
    $
    
    24,070Exercise of stock options
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -Return of stock options
exercised
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -Issuance of restricted stock
    
    
    108
    
    
    
    17
    
    
    
    (17
    )
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -Issuance of common stock
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -Amortization of deferred
stock compensation
    
    
    -
    
    
    
    -
    
    
    
    1,181
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    1,181Net loss
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (5,259
    )
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (5,259
    )Foreign currency translation
adjustment
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    3,806
    
    
    
    -
    
    
    
    -
    
    
    
    3,806Tax effect of restricted stock
    
    
    -
    
    
    
    -
    
    
    
    7
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    7Payment of equity issuance
costs
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -Other
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -Balance at March 31, 2011
    
    
    25,958
    
    $
    
    4,056
    
    $
    
    201,401
    
    $
    
    (191,327
    )
    $
    
    12,209
    
    
    
    721
    
    $
    
    (2,534
    )
    $
    
    23,805
  3




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months EndedMarch 31,2011
    
    2010(Unaudited)(In thousands)Cash flows from operating activities:Net loss
    
    $
    (5,259
    )
    
    $
    (7,479
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation, depletion and amortization
    
    
    1,439
    
    
    
    1,098Accretion on discounted assets and liabilities
    
    
    (112
    )
    
    
    57Amortization of deferred debt issuance costs
    
    
    134
    
    
    
    49Stock based compensation
    
    
    1,181
    
    
    
    1,129Deferred income taxes (liabilities) benefit
    
    
    658
    
    
    
    (571
    )Loss on early extinguishment of debt  convertible notes
    
    
    -
    
    
    
    4,256Unrealized loss (gain) on commodity derivatives
    
    
    2,257
    
    
    
    (31
    )Tax expense related to restricted stock
    
    
    7
    
    
    
    -Effect of the effective interest rate method
    
    
    8
    
    
    
    -Increase in restricted cash
    
    
    (2,810
    )
    
    
    -(Increase) decrease in accounts receivable
    
    
    (1,620
    )
    
    
    271(Increase) decrease in income taxes receivable
    
    
    -
    
    
    
    (354
    )(Increase) decrease in other current assets
    
    
    (492
    )
    
    
    1,382(Increase) decrease in other assets
    
    
    (2
    )
    
    
    435Decrease in accounts payable and accrued liabilities
    
    
    (2,341
    )
    
    
    (4,586
    )Decrease in deferred lease payable
    
    
    (27
    )
    
    
    (26
    )Increase in income taxes payable
    
    
    1,413
    
    
    
    187Decrease in long-term accrued liabilities
    
    
    -
    
    
    
    (24
    )Net cash used in operating activities
    
    
    (5,566
    )
    
    
    (4,207
    )Cash flows from investing activities:Additions to property and equipment
    
    
    (233
    )
    
    
    (186
    )Net cash used in investing activities
    
    
    (233
    )
    
    
    (186
    )Cash flows from financing activities:Repayment of convertible notes
    
    
    -
    
    
    
    (22,231
    )Issuance of convertible notes
    
    
    -
    
    
    
    31,631Deferred debt issuance costs
    
    
    -
    
    
    
    (1,936
    )Proceeds from issuance of common stock, net of equity issuance costs of $2,489
    
    
    -
    
    
    
    26,836Proceeds from exercise of stock options
    
    
    -
    
    
    
    15Net cash provided by financing activities
    
    
    -
    
    
    
    34,315Net increase (decrease) in cash and cash equivalents
    
    
    (5,799
    )
    
    
    29,922Effects of foreign currency translation on cash and cash equivalents
    
    
    192
    
    
    
    (479
    )Cash and cash equivalents, beginning of period
    
    
    21,616
    
    
    
    8,712Cash and cash equivalents, end of period
    
    $
    16,009
    
    
    
    38,155Supplemental disclosures:Cash paid during the period for interest, net of
interest capitalized
    
    $
    1,265
    
    
    $
    371Cash paid during the period for income taxes
    
    $
    4
    
    
    $
    4
  4




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 NOTE
1 - BASIS OF PRESENTATION
   www.toreador.net
   Revenue Recognition
    5




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
  New Accounting Pronouncements
 ASU 2009-13 
Multiple-Deliverable Revenue Arrangements (EITF Issue 08-1; ASC 605)
 ASU 2010-13  Effect of Denominating the Exercise
Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity
Security Trades (EITF Issue 09-J; ASC 718)
 ASU 2010-28  When to Perform Step 2 of the Goodwill Impairment Test for Reporting
Units with Zero or Negative Carrying Amounts (EITF Issue 10-A; ASC 350)
 (ASU 2010-29  Disclosure of Supplementary Pro Forma
Information for Business Combinations (EITF Issue 10-G; ASC 805)
 ASU 2010-06  Improving Disclosures about Fair Value Measurements (ASC
820)
 ASU 2010-20, Disclosure about the Credit Quality of
Financing Receivables and the Allowance for Credit Losses
 NOTE
2 - CONCENTRATION OF CREDIT RISK AND ACCOUNTS RECEIVABLE
  6




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
    March 31,
    
    
    December 31,2011
    
    2010Oil sales and other income receivable
    
    $
    5,093
    
    
    $
    3,843Recoverable VAT
    
    
    665
    
    
    
    439Other accounts receivable
    
    
    684
    
    
    
    539Bad debt allowance
    
    
    (395
    )
    (1)
    
    (395
    )$
    6,047
    
    
    $
    4,427
 (1) Relating to discontinued
operation in Romania
 NOTE 3   EARNINGS (LOSS) PER COMMON SHARE
  Three Months EndedMarch 31,2011
    
    2010Basic loss per share:Numerator:Loss from continuing operations, net of income tax
    
    $
    (5,095
    )
    
    $
    (6,904
    )Loss from discontinued operations, net of income tax
    
    
    (163
    )
    
    
    (575
    )Net loss available to common shareholders
    
    $
    (5,259
    )
    
    $
    (7,479
    )Denominator:Weighted average common shares outstanding
    
    
    25,930
    
    
    
    23,002Basic loss available to common shareholders per share from:Continuing operations
    
    $
    (0.20
    )
    
    $
    (0.30
    )Discontinued operations
    
    
    (0.01
    )
    
    
    (0.02
    )Diluted loss per share
    
    $
    (0.21
    )
    
    $
    (0.32
    )Diluted loss per share:Numerator:Loss from continuing operations, net of income tax
    
    $
    (5,095
    )
    
    $
    (6,904
    )Loss from discontinued operations, net of income tax
    
    
    (163
    )
    
    
    (575
    )Net loss available to common shareholders
    
    $
    (5,259
    )
    
    $
    (7,479
    )Denominator:Weighted average common shares outstanding
    
    
    25,930
    
    
    
    23,002
 7




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 Stock options and warrants
    
    
    -
    
    (1)
    
    -
    
    (1)Conversion of notes payable
    
    
    -
    
    (2)
    
    -
    
    (2)Diluted shares outstanding
    
    
    25,930
    
    
    
    23,002Diluted loss available to common shareholders per share from:Continuing operations
    
    $
    (0.20
    )
    
    $
    (0.30
    )Discontinued operations
    
    
    (0.01
    )
    
    
    (0.02
    )$
    (0.21
    )
    
    $
    (0.32
    )
 (1)
    
    The computation of the dilutive effect resulted in an increase of
15,000 dilutive shares. However, as of March 31, 2011, there is
no dilutive effect as the Companys performance resulted in a
loss.(2)
    
    The Companys 8.00%/7.00% Convertible Senior Notes due 2025 are
not eligible for conversion in 2011 (subject to certain terms and
conditions under the Indenture dated as of February 1, 2010),
therefore, there are no dilutive shares.
 8




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 NOTE 4  COMPREHENSIVE INCOME (LOSS)
  Three Months EndedMarch 31,2011
    
    2010Net loss
    
    $
    (5,259
    )
    
    $
    (7,479
    )Foreign currency translation adjustment
    
    
    3,806
    
    
    
    (4,699
    )Comprehensive loss
    
    $
    (1,453
    )
    
    $
    (12,178
    )
 NOTE 5  LONG-TERM DEBT
  March 31,
    
    December 31,2011
    
    2010Convertible senior notes
    
    $
    34,150
    
    (1)
    $
    34,394Less: current portion
    
    
    -
    
    
    
    -Total long-term debt
    
    $
    34,150
    
    
    $
    34,394
 (1)
    
    The New Convertible Senior Notes are amortized to the principal
amount through the date of the first put right on October 1,
2013 using the effective interest rate method (EIR). For the
three months ended March 31, 2011, $252,000 was recorded in
accretion income and $8,000 in interest expense.
 8.00%/7.00% CONVERTIBLE SENIOR NOTES DUE OCTOBER 1, 2025
     9




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     NOTE 6  ASSET RETIREMENT OBLIGATIONS
 ASC 410  Asset Retirement
and Environmental Obligations
  10




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 Three Months

    
    Year Ended

    
    Three MonthsEnded March 31,

    
    December 31,

    
    Ended March 31,2011

    
    2010

    
    2010Asset retirement obligation at January 1
    
    $
    6,866
    
    
    $
    6,733
    
    
    
    6,733Asset retirement accretion expense
    
    
    141
    
    
    
    505
    
    
    
    93Foreign currency exchange loss (gain)
    
    
    439
    
    
    
    (469
    )
    
    
    (420
    )Change in reserve life estimate
    
    
    -
    
    
    
    97
    
    
    
    -Property disposals
    
    
    -
    
    
    
    -
    
    
    
    -Asset retirement obligation at the end of the period
    
    $
    7,446
    
    
    $
    6,866
    
    
    $
    6,406
 NOTE 7  GEOGRAPHIC OPERATING SEGMENT INFORMATION
  ASC 280 -
Segment Reporting
 Three Months Ended March 31, 2011
 United States

    
    France

    
    TotalRevenues and other income
    
    $
    4
    
    
    $
    9,191
    
    
    $
    9,195Costs and expenses
    
    
    5,830
    
    
    
    5,587
    
    
    
    11,416Operating income (loss)
    
    $
    (5,826
    )
    
    $
    3,604
    
    
    $
    (2,221
    )
 Three Months Ended March 31, 2010
 United States

    
    France

    
    TotalRevenues and other income
    
    $
    3
    
    
    $
    5,508
    
    
    
    5,511Costs and expenses
    
    
    2,870
    
    
    
    4,424
    
    
    
    7,294Operating income (loss)
    
    $
    (2,867
    )
    
    $
    1,084
    
    
    $
    (1,783
    )
 Total Assets (1)
 United States

    
    FranceContinuing Operations

    
    TotalMarch 31, 2011
    

    $
    51,323
    
    
    $
    97,845
    
    
    $
    149,168December 31, 2010
    

    $
    49,798
    
    
    
    97,331
    
    
    
    147,129
 (1)
    
    All intercompany accounts and transactions are eliminated in consolidation.
 NOTE 8  INCOME TAXES AND DEFERRED INCOME TAXES
  11




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
     NOTE 9  CAPITAL
   NOTE 10  COMMITMENTS AND CONTINGENCIES
 Fallen Structures
  Netherby
 12




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
         13




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 Petrol Ofisi
  TPAO
   Lundin Indemnification
  Other
  Shale oil study conducted by French Government
  14




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 
    
    The drilling of the first four vertical wells in our proof of concept program will not
involve hydraulic fracturing and will be similar in design to wells drilled over the last
fifty years in the Paris Basin. We will determine the timing and sequencing of any
hydraulic fracturing operations following the issuance of the final report, which is
expected to be issued in June 2011.
    
    We will assist the French Government in the study by providing scientific data and
practical experiences regarding oil development.
  i.e
  Letters of Credit
   NOTE 11  DISCONTINUED OPERATIONS
   15




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
    Three Months EndedMarch 31,2011

    
    2010Revenue and other incomeSales and other operating revenue
    
    $
    18
    
    
    $
    Operating costs and expenses:Lease operating expense
    
    
    
    
    
    
    Exploration expense
    
    
    
    
    
    
    Dry hole costs
    
    
    
    
    
    
    Depreciation, depletion and
amortization
    
    
    
    
    
    
    Accretion on discounted assets
and liabilities
    
    
    
    
    
    
    Impairment of oil and natural gas
properties
    
    
    
    
    
    
    General and administrative expense
    
    
    181
    
    
    
    495(Gain) loss on sale of properties
and other assets
    
    
    
    
    
    
    Total operating costs and expenses
    
    
    181
    
    
    
    495Operating loss
    
    
    (163
    )
    
    
    (495
    )Other income (expense)Foreign currency exchange gain
    
    
    
    
    
    
    Interest and other income
    
    
    
    
    
    
    Loss on early extinguishment of
debt  revolving credit facility
    
    
    
    
    
    
    Other expense
    
    
    
    
    
    
    (80
    )Interest expense, net of interest
capitalized
    
    
    
    
    
    
    Loss before income taxes
    
    
    (163
    )
    
    
    (575
    )Income tax provision
    
    
    
    
    
    
    Net loss from discontinued operations
    
    $
    (163
    )
    
    $
    (575
    )
 NOTE 12  DERIVATIVES
  16




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 Unrealized loss forthe three monthsended March 31,Type
    
    Period
    
    Barrels

    
    Floor

    
    Ceiling

    
    2011Collar
    
    January 1, 2011 - December 31, 2011
    
    
    182,500
    
    
    $
    78.00
    
    
    $
    91.00
    
    
    $
    2,257
   NOTE 13  FAIR VALUE MEASUREMENTS
    ASC 820 - Fair value measurements and disclosures
  Level 1:
    
    Unadjusted quoted prices in active markets that are
accessible at the measurement date for identical,
unrestricted assets or liabilities. We consider active
markets as those in which transactions for the assets or
liabilities occur with sufficient frequency and volume to
provide pricing information on an ongoing basis.Level 2:
    
    Quoted prices in markets that are not active, or inputs
that are observable, either directly or indirectly, for
substantially the full term of the asset or liability. This
category includes those derivative instruments that we
value using observable market data. Substantially all of
these inputs are observable in the marketplace throughout
the full term of the derivative instrument, can be derived
from observable data or supported by observable levels at
which transactions are executed in the market place.
Instruments in this category include non-exchange traded
derivatives such as over-the-counter commodity price swaps,
certain investments and interest rate swaps.
 17




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 Level 3:
    
    Measured based on prices or valuation models that require
inputs that are both significant to the fair value
measurement and less observable from objective sources
(i.e., supported by little or no market activity).
Our valuation models for derivative contracts are primarily
industry-standard models (i.e., Black-Scholes) that
consider various inputs including: (a) quoted forward
prices for commodities, (b) time value, (c) volatility
factors, (d) counterparty credit risk and (e) current
market and contractual prices for the underlying
instruments, as well as other relevant economic measures.
Level 3 instruments primarily include derivative
instruments, such as basis swaps, commodity price collars
and floors and accrued liabilities. Although we utilize
third -party broker quotes to assess the reasonableness of
our prices and valuation techniques, we do not have
sufficient corroborating market evidence to support
classifying these assets and liabilities as Level 2.
  Asset Impairments
 Goodwill ASC 350 -
Intangibles-Goodwill and Other
 Asset Retirement Obligations
  Fair Value Measurement Using(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TotalAs March 31, 2011:Oil derivative contracts
    
    $
    -
    
    
    $
    3,587
    
    
    $
    -
    
    
    $
    3,587Total
    
    $
    -
    
    
    $
    3,587
    
    
    $
    -
    
    
    $
    3,587As December 31, 2010:Oil derivative contracts
    
    $
    -
    
    
    $
    1,330
    
    
    $
    -
    
    
    $
    1,330$
    -
    
    
    $
    1,330
    
    
    $
    -
    
    
    $
    1,330
 18




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
  Three Months Ended
    
    
    Year endedMarch 31, 2011
    
    
    December 31, 2010Oil Derivative Contracts
    
    
    Oil Derivative ContractsBalance at beginning of period
    
    $
    1,330
    
    
    $
    886Realized gain
    
    
    -
    
    
    
    (886
    )Unrealized loss
    
    
    2,257
    
    
    
    1,330Balance at end of period
    
    $
    3,587
    
    
    $
    1,330
 NOTE 14  IMPAIRMENT OF ASSETS
  NOTE 15  AGREEMENT WITH HESS
     19




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
       NOTE 16  PENSION, POST-RETIREMENT, AND POST-EMPLOYMENT OBLIGATIONS
  NOTE 17  STOCK COMPENSATION PLANS
      20




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
  As at March 31, 2011

    
    As at December 31, 2010WEIGHTED
    
    
    
    
    
    
    WEIGHTEDAVERAGE
    
    
    
    
    
    
    AVERAGESHARES
    
    
    EXERCISE PRICE
    
    
    SHARES
    
    
    EXERCISE PRICEOutstanding at January 1
    
    
    57,950
    
    
    $
    8.15
    
    
    
    67,370
    
    
    $
    7.78Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    (5,000
    )
    
    $
    3.10Forfeited
    
    
    
    
    
    
    
    
    
    
    (4,420
    )
    
    $
    3.12Outstanding at the end of the period
    
    
    57,950
    
    
    $
    8.15
    
    
    
    57,950
    
    
    $
    8.15Exercisable at the end of the period
    
    
    57,950
    
    
    $
    8.15
    
    
    
    57,950
    
    
    $
    8.15
 21




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
   Number Outstanding

    
    Number ExercisableWeighted AverageRemainingIntrinsic Value
    
    
    
    
    
    
    Intrinsic Value
    
    
    Contractual Life inExercise Price
    
    
    Shares
    
    
    (in thousands)
    
    
    Shares
    
    
    (in thousands)
    
    
    Years5.50
    
    
    
    200
    
    
    
    1
    
    
    
    200
    
    
    
    1
    
    
    
    3.075.50
    
    
    
    40,250
    
    
    
    213
    
    
    
    40,250
    
    
    
    213
    
    
    
    3.0713.75
    
    
    
    7,500
    
    
    
    (22
    )
    
    
    7,500
    
    
    
    (22
    )
    
    
    3.6316.90
    
    
    
    10,000
    
    
    
    (61
    )
    
    
    10,000
    
    
    
    (61
    )
    
    
    4.1457,950
    
    
    $
    130
    
    
    
    57,950
    
    
    $
    130
    
    
    
    3.48
     22




---



##### Table of Contents



TOREADOR RESOURCES CORPORATION
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
 Weighted AverageGrant-DateShares
    
    
    Fair ValueNon-vested at December
31, 2010
    
    
    366,840
    
    
    $
    10.72Shares granted
    
    
    108,000
    
    
    $
    16.66Shares vested
    
    
    (38,832
    )
    
    $
    13.42Shares forfeited
    
    
    
    
    
    
    Non-vested at March 31, 2011
    
    
    436,008
    
    
    $
    11.82
 NOTE 18 SUBSEQUENT EVENTS
 Shale oil study conducted by French Government - Interim Report
  23




---



##### Table of Contents



ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS
  
    
    our ability to raise necessary capital in the future;
    
    our ability to maintain or renew our existing exploration permits or exploitation concessions or obtain new ones;
    
    change in French legal rules applicable to our activities or permits and concessions
    
    extensive regulation, including environmental regulation, to which we are subject;
    
    the effect of our indebtedness on our financial health and business strategy;
    
    our ability to execute our business strategy and be profitable;
    
    our ability to replace oil reserves;
    
    a change in the SEC position on our calculation of proved reserves;
    
    the loss of the current purchaser of our oil production;
    
    results of our hedging activities;
    
    the loss of senior management or key employees;
    
    political, legal and economic risks associated with having international operations;
    
    disruptions in production and exploration activities in the Paris Basin;
    
    currency fluctuations;
    
    failure to maintain adequate internal controls;
    
    indemnities granted by us in connection with dispositions of our assets;
    
    unfavorable results of legal proceedings;
    
    assessing and integrating acquisition prospects;
    
    declines in prices for crude oil;
    
    our ability to compete in a highly competitive oil industry;
    
    our ability to obtain equipment and personnel;
    
    terrorist activities;
    
    our success in development, exploitation and exploration activities;
    
    reserves estimates turning out to be inaccurate; and
    
    differences between the present value and market value of our reserves.
   24




---



##### Table of Contents



EXECUTIVE OVERVIEW
  2
  Operations Update
 Proof of Concept Program
   i.e
 25




---



##### Table of Contents



Concessions Renewal
  26




---



##### Table of Contents



Strategy
  Focus on France.
 Capture, develop and accelerate conventional prospects.
 Target the prospective unconventional oil resource play.
 Seize opportunities for external growth
 Continue to focus on operational costs.
 Maintain optimal capital structure.
 Financial Summary
  
    
    Revenues and other income from continuing operations were $9.2 million.
    
    Operating costs from continuing operations were $11.4 million.
    
    Loss from discontinued operations, net of income taxes, was $0.2 million.
    
    Net loss available to common shares was $5.3 million.
    
    Production was 78.121 MBOE.
  
    
    Cash and cash equivalents of $16.0 million.
    
    A current ratio (current assets/current liabilities) of 1.35 to 1.
 27




---



##### Table of Contents




    
    A debt to equity ratio of 3.30 to 1.
 LIQUIDITY AND CAPITAL RESOURCES
  Liquidity
     8.00%/7.00% Convertible Senior Notes Due October 1, 2025
     28




---



##### Table of Contents



Dividends
  Contractual Obligations
  29




---



##### Table of Contents



Less Than
    
    
    One to
    
    
    Four to
    
    
    More ThanTotal
    
    
    One Year
    
    
    Three Years
    
    
    Five Years
    
    
    Five YearsLong-term debt
    
    $
    34,150
    
    
    $
    -
    
    
    $
    34,150
    
    
    $
    -
    
    
    $
    -Asset retirement obligation
    
    
    7,446
    
    
    
    -
    
    
    
    274
    
    
    
    2,297
    
    
    
    4,875Lease commitments
    
    
    2,680
    
    
    
    784
    
    
    
    1,678
    
    
    
    218
    
    
    
    -Total contractual obligations
    
    $
    44,276
    
    
    $
    784
    
    
    $
    36,102
    
    
    $
    2,515
    
    
    $
    4,875
  CRITICAL ACCOUNTING POLICIES
  Successful Efforts Method of Accounting
    30




---



##### Table of Contents



Reserves Estimate
      31




---



##### Table of Contents



Impairment of Oil Properties
   Future Development and Abandonment Costs
   Income Taxes
  32




---



##### Table of Contents



Derivatives
 ASC 815 -
Derivatives and Hedging,
 Foreign Currency Translation
  RESULTS OF OPERATIONS
 COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010
   For the Three Months EndedMarch 31,2011
    
    2010Production:Oil (MBbls):France
    
    
    78
    
    
    
    79Average Price:Oil ($/Bbl):France
    
    $
    103.82
    
    
    $
    70.50
 Revenue and other income
 Sales and other operating revenue
  33




---



##### Table of Contents



Other income
  Operating costs and expenses
 Lease operating expense
   Exploration expense
  Depreciation, depletion and amortization
  Accretion on discounted assets and liabilities
  34




---



##### Table of Contents



General and administrative before stock compensation
  Stock compensation expense
  Impairment of oil properties
  Loss/Gain on oil derivative contracts
  Unrealized loss forthe three monthsended March 31,Type
    
    Period
    
    
    Barrels
    
    
    Floor
    
    
    Ceiling
    
    
    2011Collar
    
    
    January 1, 2011 - December 31, 2011
    
    
    182,500
    
    
    $
    78.00
    
    
    $
    91.00
    
    
    $
    2,257
 Foreign currency exchange gain (loss)
  Interest expense
  Income tax (benefit) provision
  Discontinued operations
  35




---



##### Table of Contents



Three Months EndedMarch 31,2011
    
    2010Revenue and other incomeSales and other operating revenue
    
    $
    18
    
    
    $
    Operating costs and expenses:Lease operating expense
    
    
    
    
    
    
    Exploration expense
    
    
    
    
    
    
    Dry hole costs
    
    
    
    
    
    
    Depreciation, depletion and
amortization
    
    
    
    
    
    
    Accretion on discounted assets
and liabilities
    
    
    
    
    
    
    Impairment of oil and natural gas
properties
    
    
    
    
    
    
    General and administrative expense
    
    
    181
    
    
    
    495(Gain) loss on sale of properties
and other assets
    
    
    
    
    
    
    Total operating costs and expenses
    
    
    181
    
    
    
    495Operating loss
    
    
    (163)
    
    
    
    (495)Other income (expense)Foreign currency exchange gain
    
    
    
    
    
    
    Interest and other income
    
    
    
    
    
    
    Loss on early extinguishment of
debt  revolving credit facility
    
    
    
    
    
    
    Other expense
    
    
    
    
    
    
    (80)Interest expense, net of interest
capitalized
    
    
    
    
    
    
    Loss before income taxes
    
    
    (163)
    
    
    
    (575)Income tax provision
    
    
    
    
    
    
    Net loss from discontinued operations
    
    $
    (163)
    
    
    $
    (575)
  Other comprehensive income
  36




---



##### Table of Contents



March 31,2011
    
    2010Euro
    
    $
    1.4207
    
    
    $
    1.3479
 Off-balance sheet arrangements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Change in Internal Control over Financial Reporting
   
    
    We invested in our accounting and finance resources by establishing and filling the role
of Group Controller to focus on implementing best practices for consolidation and reporting
as well as Sarbanes Oxley section 404 compliance.
 37




---



##### Table of Contents




    
    We are in the process of redesigning our period end closing and financial statement
preparation process in order to improve both its effectiveness and efficiency.
    
    We are in the process of upgrading our accounting and consolidation software. The new
ERP software (SAP Business All in one version ECC6) is in the process of being implemented
for Q2 2011. This new software will enable the Company to record all operations under US
GAAP directly on single software capable to produce consolidated worksheets and other
necessary data. The software will also provide improved system application controls to
further enhance our internal controls over financial reporting.
    
    We are reviewing our internal control processes and documentation in light of the
upgrade of our accounting and consolidation software
   
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description
    
    Incorporation by Reference31.1
    
    Certification
of Chief Executive
Officer pursuant to
18 U.S.C. Section
1350, as adopted
pursuant to Section
302 of the
Sarbanes-Oxley Act
of 2002.
    
    Filed Herewith.31.2
    
    Certification
of Chief
Financial Officer
pursuant to 18
U.S.C. Section
1350, as adopted
pursuant to Section
302 of the
Sarbanes-Oxley Act
of 2002.
    
    Filed Herewith.32.1
    
    Certification
of Chief Executive
Officer and Chief
Financial Officer
pursuant to 18
U.S.C. Section
1350, as adopted
pursuant to Section
906 of the
Sarbanes-Oxley Act
of 2002.
    
    Filed Herewith.
 38




---



##### Table of Contents



SIGNATURES
  TOREADOR RESOURCES CORPORATIONMay  10, 2011
    /s/ Craig M. McKenzieCraig M. McKenziePresident and Chief Executive OfficerMay  10, 2011
    /s/ Marc SengèsMarc SengèsChief Financial Officer 39