**UNITED
STATES**


**SECURITIES
AND EXCHANGE COMMISSION**


**Washington,
DC 20549**





**FORM
10-QSB**





**[X]**
    **Quarterly
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934****FOR
      THE THREE MONTH QUARTERLY PERIOD ENDED April 30,
    2005****OR****[ 
      ]**
    **Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934****For
      the transition period from  to**





Commission
File No.: **0-51321**


****


**TRIANGLE
PETROLEUM CORPORATION**


**(formerly
Peloton Resources Inc.)**


(Exact
name of registrant as specified in its charter)





**NEVADA**
    **98-0430762**(State
      of other jurisdiction of incorporation or organization)
    (IRS
      Employer Identification Number)





**Sun
Life Plaza**


**Suite
1600, 144-4** **th** **Avenue SW**


**Calgary,
Alberta**


**Canada
T2P 3N4**


(Address
of principal executive offices)





**(403)
269-2129**


(Registrant's
telephone number, including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X]   No [  ]










**PART
I.**





**ITEM
1. - FINANCIAL STATEMENTS**





Triangle
Petroleum Corporation


(formerly
Peloton Resources Inc.)


(An
Exploration Stage Company)




Index




Balance
      Sheets
    F-1Statements
      of Operations
    F-2Statements
      of Cash Flows
    F-3Notes
      to the Financial Statements
    F-4








Triangle
Petroleum Corporation


(formerly
Peloton Resources Inc.)


(An
Exploration Stage Company)


Balance
Sheets


(expressed
in U.S. dollars)





April
      30,
      2005
      $
    
    January
      31,
      2005
      $(unaudited)
    
    (audited)ASSETSCurrent
      AssetsCash
    
    
    84,111
    
    
    148,102Total
      Assets
    
    
    84,111
    
    
    148,102LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable
    
    
    1,406
    
    
    4,094Accrued
      liabilities
    
    
    6,750
    
    
    3,750Due
      to related parties (Note 4)
    
    
    2,937
    
    
    28,416Total
      Liabilities
    
    
    11,093
    
    
    36,260Stockholders’
      EquityCommon
      Stock
      Authorized:
      100,000,000 shares, par value $0.00001
      Issued:
      46,282,530 shares
    
    
    463
    
    
    463Additional
      Paid In Capital
    
    
    150,660
    
    
    150,660Donated
      Capital
    
    
    8,400
    
    
    8,400Deficit
      Accumulated During the Exploration Stage
    
    
    (86,505
    )
    
    (47,681
    )Total
      Stockholders’ Equity
    
    
    73,018
    
    
    111,842Total
      Liabilities and Stockholders’ Equity
    
    
    84,111
    
    
    148,102








The accompanying notes are an integral part of these
financial statements




F-2





Triangle
Petroleum Corporation


(formerly
Peloton Resources Inc.)


(An
Exploration Stage Company)


Statements
of Operations


(expressed
in U.S. dollars)


(unaudited)




Period
      from
      December
      11, 2003
      (Date
      of Inception)
      to
      April 30,
    
    Three
      MonthsEnded
      April
      30,
    
    Three
      MonthsEndedApril
      30,2005
    
    2005
    
    2004$
    
    $
    
    $Revenue
    
    –
    
    –
    
    –ExpensesGeneral
      and administrative
    
    
    11,476
    
    
    7,465
    
    
    305Management
      services (Note 4)
    
    
    15,000
    
    
    8,000
    
    
    1,500Mineral
      property costs
    
    
    17,471
    
    
    15,000
    
    
    -Professional
      services
    
    
    26,150
    
    
    3,000
    
    
    2,400Rent
      (Note 4)
    
    
    6,759
    
    
    5,359
    
    
    300Travel
    
    
    9,649
    
    
    -
    
    
    -Total
      Expenses
    
    
    86,505
    
    
    38,824
    
    
    4,505Net
      Loss for the Period
    
    
    (86,505
    )
    
    (38,824
    )
    
    (4,505
    )Net
      Loss Per Share - Basic and Diluted
    
    
    
    
    
    –
    
    
    –Weighted
      Average Shares Outstanding
    
    
    
    
    
    46,283,000
    
    
    35,000,000





The accompanying notes are an integral part of these
financial statements


F-3





Triangle
Petroleum Corporation


(formerly
Peloton Resources Inc.)


(An
Exploration Stage Company)


Statements
of Cash Flows


(expressed
in U.S. dollars)


(unaudited)




Three
      MonthsEnded
      April
      30,
    
    Three
      MonthsEnded
      April
      30,2005
    
    2004$
    
    $Cash
      Flows From (To) Operating ActivitiesNet
      loss for the period
    
    
    (38,824
    )
    
    (4,505
    )Adjustment
      to reconcile net loss to net cash used in operating
    activitiesDonated
      consulting services and rent
    
    
    –
    
    
    1,800Changes
      in operating assets and liabilitiesAccounts
      payable
    
    
    (2,688
    )
    
    –Accrued
      liabilities
    
    
    3,000
    
    
    2,000Due
      to related parties
    
    
    (25,479
    )
    
    680Net
      Cash Used by Operating Activities
    
    
    (63,991
    )
    
    (25
    )Net
      Cash Used by Investing Activities
    
    
    –
    
    
    –Net
      Cash Provided by Financing Activities
    
    
    –
    
    
    –Net
      Decrease in Cash
    
    
    (63,991
    )
    
    (25
    )Cash
      - Beginning of Period
    
    
    148,102
    
    
    50Cash
      - End of Period
    
    
    84,111
    
    
    25Non-cash
      Investing and Financing Activities
    
    
    –
    
    
    –Supplemental
      Disclosures:Interest
      paid
    
    
    –
    
    
    –Income
      taxes paid
    
    
    –
    
    
    –








The accompanying notes are an integral part of these
financial statements


F-4


1. Exploration
Stage Company




The
Company was incorporated in the State of Nevada on December 11, 2003 under the
name Peloton Resources Inc. In December 2003, the Company purchased six mineral
claims situated in the Greenwood Mining Division in the Province of British
Columbia, Canada. The Company’s principal business plan was to acquire, explore
and develop mineral properties and to ultimately seek earnings by exploiting the
mineral claims. Subsequent to the period, the Company abandoned its mineral
property as a result of poor exploration results, and decided to change the
Company’s principal business to that of acquisition, exploration and development
of oil and gas resource properties. On May 10, 2005, the Company changed its
name to Triangle Petroleum Corporation. Refer to Note 5.




The
Company has been in the exploration stage since its formation in December 2003
and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition, exploration and development of mining
properties, and subsequent to the period end, change its business to focus on
oil and gas resource properties. Planned principal activities have not yet
begun. The ability of the Company to emerge from the exploration stage with
respect to any planned principal business activity is dependent upon its
successful efforts to raise additional equity financing and generate significant
revenue. The Company has incurred losses of $86,005 since inception. During the
year ended January 31, 2005, the Company sold 1,611,790 shares of common stock
at a price of $0.10 per share pursuant to an SB2 Registration Statement for
proceeds of $161,179 before issue costs. There is no guarantee that the proceeds
raised by the Company will be sufficient to complete any of the above
objectives. These factors raise substantial doubt regarding the Company’s
ability to continue as a going concern.




2. Summary
of Significant Accounting Policies




a)
    Basis
      of Presentation




These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States, and are expressed
in U.S. dollars. The Company’s fiscal year-end is January 31.




b)
    Use
      of Estimates




The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.




c)
    Cash
      and Cash Equivalents




The
Company considers all highly liquid instruments with maturity of three months or
less at the time of issuance to be cash equivalents.




d)
    Foreign
      Currency Transactions




The
Company's functional currency is the United States dollar. Occasional
transactions occur in Canadian currency, and management has adopted SFAS No. 52,
“ *Foreign
Currency Translation* ”..
Monetary assets and liabilities denominated in foreign currencies are translated
into United States dollars at rates of exchange in effect at the balance sheet
date. Non-monetary assets, liabilities and items recorded in income arising from
transactions denominated in foreign currencies are translated at rates of
exchange in effect at the date of the transaction.




e)
    Mineral
      Property Acquisition and Exploration Costs




The
Company has been in the exploration stage since its formation in December 2003
and has not yet realized any revenue from its planned operations. It is
primarily engaged in the acquisition, exploration and development of mining
properties. Mineral property acquisition and exploration costs are expensed as
incurred. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property, are capitalized. Such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserve.




5





2. Summary
of Significant Accounting Policies (continued)




f)
    Basic
      and Diluted Net Income (Loss) Per Share




The
Company computes net income (loss) per share in accordance with SFAS No. 128,
" *Earnings
per Share* " (SFAS
128). SFAS 128 requires presentation of both basic and diluted earnings per
share (EPS) on the face of the income statement. Basic EPS is computed by
dividing net income (loss) available to common shareholders (numerator) by the
weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period including stock options, using the treasury stock method, and
convertible preferred stock, using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential shares if their effect is
anti-dilutive.




g)
    Financial
      Instruments




The
carrying value of cash, accounts payable, accrued liabilities and due to related
parties approximate fair value due to the relatively short maturity of these
instruments.




h)
    Concentration
      of Risk




The
Company maintains its cash account in primarily one commercial bank in
Vancouver, British Columbia, Canada. The Company's cash account is an uninsured
business checking account maintained in U.S. dollars, which totalled $84,111 on
April 30, 2005. At April 30, 2005, the Company has not engaged in any
transactions that would be considered derivative instruments on hedging
activities. To date, the Company has not incurred a loss relating to this
concentration of credit risk.




i)
    Comprehensive
      Loss




SFAS No.
130, “ *Reporting
Comprehensive Income* ,”
establishes standards for the reporting and display of comprehensive loss and
its components in the financial statements. As at April 30, 2005 and 2004, the
Company has no items that represent comprehensive loss and, therefore, has not
included a schedule of comprehensive loss in the financial
statements.




j)
    Recent
      Accounting Pronouncements




In
December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No.
123R, “ *Share
Based Payment* ”. SFAS
123R establishes standards for the accounting for transactions in which an
entity exchanges its equity instruments for goods or services. It also addresses
transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity’s equity instruments or
that may be settled by the issuance of those equity instruments. SFAS 123R
focuses primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions. SFAS 123R requires that
the compensation cost relating to share-based payment transactions be recognized
in financial statements. That cost will be measured based on the fair value of
the equity or liability instruments issued. Public entities that file as small
business issuers will be required to apply SFAS 123R in the first interim or
annual reporting period that begins after December 15, 2005. The adoption of
this standard is not expected to have a material effect on the Company’s results
of operations or financial position.




In
December 2004, FASB issued SFAS No. 153, “ *Exchanges
of Nonmonetary Assets - An Amendment of APB Opinion No. 29* ”. The
guidance in APB Opinion No. 29, “ *Accounting
for Nonmonetary Transactions* ”, is
based on the principle that exchanges of nonmonetary assets should be measured
based on the fair value of the assets exchanged. The guidance in that Opinion,
however, included certain exceptions to that principle. SFAS No. 153 amends
Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. A nonmonetary exchange
has commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. The provisions of SFAS No. 153
are effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after June 15, 2005. Early application is permitted and companies must
apply the standard prospectively. The adoption of this standard is not expected
to have a material effect on the Company’s results of operations or financial
position.




In March
2005, the SEC staff issued Staff Accounting Bulletin No. 107 (“SAB 107”) to give
guidance on the implementation of SFAS 123R. The Company will consider SAB 107
during implementation of SFAS 123R.




6




2. Summary
of Significant Accounting Policies (continued)




k)
    Interim
      Financial Statements




These
interim unaudited financial statements have been prepared on the same basis as
the annual financial statements and in the opinion of management, reflect all
adjustments, which include only normal recurring adjustments, necessary to
present fairly the Company’s financial position, results of operations and cash
flows for the periods shown. The results of operations for such periods are not
necessarily indicative of the results expected for a full year or for any future
period.




3. Mineral
Properties




In
December 2003, the Company, through its President and director, acquired 100% of
the rights, title and interest in six mining claims representing six units in
the Greenwood Mining Division in the Province of British Columbia, Canada.
Payment of $1,912 was required to record these mining claims and paid by the
President of the Company. The claims were originally purchased by the President,
however, title to the claims has been conveyed to the Company via an unrecorded
deed. Subsequent to the period, the Company abandoned its mineral property
claims as a result of poor exploration results.





4. Related
Party Transactions




a)
    An
      amount of $2,937 (January 31, 2005 - $28,416) is due to the former
      President of the Company. This amount is non-interest bearing, unsecured
      and due on demand.




b)
    Previously,
      the former President of the Company provided consulting services and
      office premises to the Company. The services were valued at $250 per month
      and office premises were valued at $100 per month. No amounts were
      recognized for donated services or donated rent for the three month period
      ended April 30, 2005. During the three month period ended April 30, 2004,
      donated consulting services of $750 and donated rent of $300 were
      recorded.




c)
    The
      Company paid the Secretary of the Company $8,000 during the three month
      period ended April 30, 2005 for consulting services provided. Previously,
      the Secretary provided consulting services to the Company valued at $250
      per month. No amounts were recognized for donated services for the three
      month period ended April 30, 2005. During the three month period ended
      April 30, 2004, donated consulting services of $750 were
      recorded.





5. Subsequent
Events




(a)
    On
      May 9, 2005, the Company declared a stock dividend of six shares of common
      stock for each one share of common stock outstanding. All share amounts
      stated herein have been restated to reflect the stock
      dividend.




(b)
    On
      May 10, 2005, the Company changed its name to Triangle Petroleum
      Corporation.




(c)
    On
      May 12, 2005, the former President of the Company returned 34,300,000
      shares of common stock to the Company for
cancellation.




(d)
    On
      May 16, 2005, the Company issued 4,000,000 restricted shares of common
      stock to the President of the Company at a price of $0.01 per share for
      cash proceeds of $40,000.




(e)
    On
      June 2, 2005, the Company issued an additional 4,000,000 shares of common
      stock of the Company for $40,000.




7





**ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION**





This
section of this report includes a number of forward- looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking states are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or out predictions.





**Plan
of Operation**




Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated from
selling minerals. Accordingly, we must raise cash from sources other than the
sale of minerals found on the property. That cash must be raised from other
sources. Our only other source for cash at this time is investments by others in
the Company.




We have
been conducting research in the form of exploration of the property. Our
exploration program is explained in as much detail as possible in the business
section of this report.




The
property is located 180 miles east of Vancouver, near Beaverdell on the West
Kettle River. The property is in the Greenwood Mining Division. Beaverdell lies
eight miles to the north, on Highway 33; Kelowna and the junction with Highway
97 lies 50 miles to the north, while Rock Creek and the junction of Highways 3
and 33 is 27 miles to the south. A secondary gravel road and ATV trails provide
access to most parts of the property. No improvements are required for
exploration activities.




Our
exploration target was to find an ore body containing gold. Our success depended
upon finding mineralized material. This includes a determination by our
consultant if the property contains reserves. We selected Madman Mining Co. Ltd.
on February 10, 2005 to be our consultant. Mineralized material is a mineralized
body, which has been delineated by appropriate spaced drilling or underground
sampling to support sufficient tonnage and average grade of metals to justify
removal.




We have
conducted exploration to determine what amount of minerals, if any, exist on our
properties and if any minerals which are found can be economically extracted and
profitably processed.




We have
two mineralized areas, identified to date, within the project area; 1) the Colbi
Adit with its corresponding soil geochemical anomaly; and 2) a gold in soil
geochemical anomaly that is located 1,200 feet to the southeast of the adit.




As the
majority of the property was covered by snow, we proposed the following steps
(which can cost-effectively be completed) be taken in preparation for the next
portion of the Phase I exploration program:




8




1.
    compilation
      of existing data set;2.
    acquisition
      of a detailed digital base map of the project area (1:2,500 scale or
      better with 1 to 2 meter position accuracy);3.
    emplacement
      of a flagged and slashed survey control (X-Y) grid over the entire
      property (plotting the location of claim posts, topographical features,
      sample locations, trails, etc.)4.
    prospecting
      and geological mapping be conducted on the, snow free, bluffs and cliffs
      at the time of the grid emplacement; and5.
    organization
      and scheduling of crew, camp and equipment for the next segment of the
      project.





As
previously reported a field crew mobilized to the site on March 2 nd ,
established base camp and scouted access routes to the target areas within the
project. Exploration work continued until March 15,2005, when the crew
de-mobilized from the site after successfully emplacing 16.0km (10 line miles)
of flagged control grid, collecting 90 auger soil samples and 14 rock samples
(primarily from within the Colby Adit).





The
crew returned to the project between April 15 th and 19 th and completed detailed geological mapping, at a scale of 1:2,500, over the main
target area and the Colby Creek valley. Prospecting throughout the eastern
portions of the project was also completed at this time. All geological and
prospecting observations have been plotted onto detailed project
maps.





Gold
values for the 90 soil samples and 14 rock samples have been received. The gold
values are extremely low: only 15 of the soil samples returned values greater
than 11ppb. The highest value for gold in soil is 62ppb obtained from a sample
that was collected immediately down-slope from the entrance to the Adit (and
therefore most likely reflecting waste material from the adit as opposed to a
true geochemical soil sample). Six (6) rocks were collected from within the adit
and 8 rocks were collected from various locations throughout the project (old
pits), mineralized shears and the 2 nd Anomaly Vein. The highest value received from rock samples is 1,120ppb Au
(1.12g/t or 0.03oz/Ton) from within the Adit. The second highest values received
were 200ppb from the 2 nd Anomaly Vein. The balance of the rock samples returned values of 40ppb or
less.





Geological
mapping and geochemical sampling confirm that the Adit Vein extends for
approximately 700 feet. The average width of the vein appears to approximately
12” although the vein pinches and swells at several locations. The vein is
highly fractured and offset by at least 12 cross-cutting faults. The amount of
offset varies from a few inches to 12 feet.





The
Adit Vein produced a weak geochemical trace. Seven (7) soil samples collected
adjacent to, or immediately down slope from, the adit vein returned
statistically anomalous values of gold. The values of the samples were 62ppb
(collected immediately down slope near waste material from the adit), 32ppb,
28ppb, 20ppb, 18ppb, 18ppb & 15ppb.





9


The
causative source of the “2 nd Anomaly” has been located and explained. A gold in soil sample geochemical
anomaly, previously detected in the 1980’s is associated with a thin quartz vein
that was traced for 160 feet. During the 2005 exploration program 5 soil samples
located adjacent to, or immediately downslope from, the “2 nd Anomaly Vein” returned slightly anomalous values of gold. The values of the
samples are 22ppb, 20ppb, 17ppb, 12ppb and 12ppb gold. The other soil samples in
the vicinity of the 2 nd vein were generally less than 5ppb.





The
2 nd Anomaly Vein varies in width from less than 1 inch to 4 inches and is generally
about 2 inches wide. Over the 160 feet that the vein has been traced it is
faulted and offset by at least 4 faults that strike roughly perpendicular to the
vein. Two (2) trenches have been previously dug to test this vein. From the
sloughed condition of the trenches and the size of the trees growing within them
it is estimated that they were dug at least 40 years ago. The highest gold value
obtained from a rock sample collected from a fairly well mineralized (pyrite)
sample was 200ppb. Two other rock samples from this vein returned values of less
than 40ppb.





There
is no apparent potential for horizontal extensions of the Adit vein. This was
determined by both geochemical data as well as geological observations. Detailed
mapping within Colby Creek, which strikes roughly perpendicular to both the Adit
Vein and 2 nd Anomaly Vein failed to locate any northern extension of either vein. A mafic
dyke is located at the southern end of the known Adit Vein and appears to be a
control in the emplacement of the vein as no evidence of the vein was found to
the south of this dyke.





There
are a number of small (narrow with a short horizontal and vertical extent) gold
in quartz vein occurrences on the west side of the West Kettle River.
Unfortunately the Colby Project fits with the general pattern of these other
occurrences. Even in a best case scenario, using historic production records and
all assay/geological information to date, the project does not contain enough of
a volume of gold bearing material to be economic. Basically a 700 foot strike
length (213m) for a 1 foot (0.30m) wide vein yielding an average of 1/10 of an
ounce gold would yield only 550 ounces of gold for every 100 (30m) vertical
feet. (213m x 0.3m x 30m = 1,917m3 @ 2.6t/m3 = 4,980 tonnes x 1.1 - 5,480 Tons x
0.10/oz/Ton = ~550 ounces gold).





This
is not in the magnitude of potential that was hoped for and would not support a
mining operation at current or predicted future gold prices. Even though
analytical results for Ag, Pb, Zn have not yet been received, the general tenure
of these metals, together with the established Au/Ag ratio that is present in
mineral deposits within the Beaverdell Camp preclude them to be a real factor.
It is therefore recommended that no further work be done on the
property.




As a
result of the preliminary findings, the Company decided to change its
operational direction from mining exploration to oil and gas exploration,
development and production. We intend on acquiring oil and gas properties over
the next twelve months through debt and/or equity issuances. Subsequent to April
30, 2005, the Company received $80,000 for the issuance of 8,000,000 common
shares.




**Liquidity
and Capital Resources**




Since
inception, we have issued 46,282,530 shares of our common stock and received
gross proceeds of $161,229. On May 9, 2005, The Company declared a stock
dividend of six shares of common stock for each one share of common stock
outstanding. All share amounts stated herein have been restated to reflect the
stock dividend.




10




We issued
35,000,000 shares of common stock pursuant to the exemption from registration
set forth in section 4(2) offering in December 2003. The purchase price of the
shares was $50. This was accounted for as an acquisition of shares. Sergei
Stetsenko covered our initial expenses of $18,767 for incorporation, accounting
and legal fees and $1,912 for staking all of which was paid directly to our
staker, attorney and accountant. The amount owed to Mr. Stetsenko is
non-interest bearing, unsecured and due on demand. Further the agreement with
Mr. Stetsenko is oral and there is no written document evidencing the agreement.




For
the three months ended April 30, 2005 the Company’s office premises were
provided by Callinan Mines Limited. During the three months ended April 30,
2005, the Company was charged rent of $5,359. Ms. Bilynska provides management
and secretarial services to the Company and for the three months ended April 30,
2005 management and secretarial services of $8,000 were recorded.




On
December 7, 2004, the Securities and Exchange Commission declared our Form SB-2
Registration Statement effective, file number 333-113541, permitting us to offer
up to 14,000,000 shares of common stock at $0.014 per share. There was no
underwriter involved in our public offering.




On
January 14, 2005, we completed our public offering by raising $161,179 we sold
11,282,530 shares of our common stock at an offering price of $0.014 per share.
On May 9, 2005, The Company declared a stock dividend of six shares of common
stock for each one share of common stock outstanding. All share amounts stated
herein have been restated to reflect the stock dividend




We posted
a loss of $38,824 for the three months ending April 30, 2005 compared to a loss
of $4,505 for the three months ended April 30, 2004. This reflects the mineral
exploration program this past quarter versus the startup nature of the Company
from the prior year.




Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues to date. Accordingly, we must raise
cash from other sources.




As of the
date of this quarterly report, we have yet to generate any revenues from our
business operations.




We issued
35,000,000 shares of common stock through a Section 4(2) offering in December
2003. This was accounted for as a purchase of shares of common stock.




We issued
11,282,530 shares of common stock through our public offering declared effective
on December 7, 2004 and raised $161,179 before issuance costs. This was
accounted for as a purchase of shares of common stock.




At April
30, 2005, we had working capital of $73,018 compared to working capital of
$111,842 at January 31, 2005.




At April
30, 2005, our total assets of $84,111 consisted of cash.




At April
30, 2005, our total liabilities were $11,093.




We have
no long-term debt as of April 30, 2005.




11




On May 9,
2005, The Company declared a stock dividend of six shares of common stock for
each one share of common stock outstanding. All share amounts stated herein have
been restated to reflect the stock dividend.




On May
12, 2005, Sergei Stetsenko, the then President and a member of the board of
directors returned 34,300,000 shares of common restricted stock to Triangle. The
shares were returned as a result of a preliminary report issued in connection
with Triangle’s mining property. The preliminary report reflected that there was
no mineralized material located on Triangle’s property. On May 16, 2005, as a
result of the preliminary findings, Triangle decided to change its operational
direction from mining exploration to oil and gas exploration, development and
production and retained the services of Mark Gustafson as its President. Mr.
Gustafson also purchased 4,000,000 shares of common restricted stock in
consideration of $40,000.





Pursuant
to a private placement dated June 2, 2005, the Company issued an additional
4,000,000 shares for $40,000.





**ITEM
3. CONTROLS AND PROCEDURES**





**Disclosure
Controls and Procedures**





Mark
Gustafson, our Chief Executive Officer and Chief Financial Officer has evaluated
the effectiveness of our disclosure controls and procedures (as such term is
defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) as of the end of the period covered by this
quarterly report (the “Evaluation Date”). Based on such evaluation, he has
concluded that, as of the Evaluation Date, our disclosure controls and
procedures are effective for the purposes of recording, processing, summarizing
and timely reporting material information required to be disclosed in reports
filed by the Company under the Exchange Act.





**Changes
in Internal Controls**




There
were no changes in the Company’s internal controls over financial reporting,
that occurred during the period covered by this report that has materially
affected, or is reasonably likely to materially effect, the Company’s internal
control over financial reporting.





We are
currently undergoing a comprehensive effort to ensure compliance with Section
404 of the Sarbanes-Oxley Act of 2002. As a non-accelerated filer with a fiscal
year end of April 30, we must begin to comply with the requirements of Section
404 for the fiscal year ending April 30, 2007. We believe that our present
internal control program has been effective at a reasonable assurance level to
ensure that our financial reporting has not been materially misstated.
Nonetheless, during the remaining periods through April 30, 2007, we will
continue to review, and where necessary, enhance our internal control design and
documentation, management review, and ongoing risk assessment as part of our
internal control program.





12


**PART
II. OTHER INFORMATION**





**ITEM
1.** **LEGAL
PROCEEDINGS**





None.


****


**ITEM
2.** **UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**




On
December 7, 2004, our public offering was declared effective by the SEC (SEC
file no. 333-113118). We sold 11,282,530 shares of our common stock at $0.014
per share for gross proceeds of $157,955. Of this amount, approximately $15,000
was used during the quarter ended April 30, 2005 for exploration costs. There
was no underwriter involved with our public offering.





**ITEM
3** **DEFAULTS
UPON SENIOR SECURITIES**





None.





**ITEM
4** **SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None.





**ITEM
5** **OTHER
INFORMATION**


****


Not
applicable **.**


**ITEM
6.** **EXHIBITS
AND REPORTS ON FORM 8-K**





**(a)**
    **The
      following exhibits are attached
hereto:**





**Exhibit**
    **Document
      Description**31.1
    Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-15(e) and Rule 15d-15(e), promulgated under the Securities
      Exchange Act of 1934, as amended32.1
    Certification
      Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
      The Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief
      Financial Officer)





**(b)**
    **Reports
      on Form 8-K**





The
Company did not file any reports on Form 8-K during the three month period ended
April 30, 2005.




13





**SIGNATURES**





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized
on this 10 th day of
June, 2005.





**TRIANGLE
      PETROLEUM CORPORATION****(Registrant)**BY:
    /s/
      MARK G. GUSTAFSONMark
      G. Gustafson, President, Principal Executive Officer, Principal Financial
      Officer and member of the Board of Directors.BY:
    /s/
      SERGEI STETSENKOSergei
      Stetsenko, Treasurer and a member of the Board of
    Directors.BY:
    /s/
      MARYNA BILYNSKAMaryna
      Bilynska, Secretary and a member of the Board of
  Directors.





14