UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)


xQUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For
the Quarterly Period Ended April 30, 2009





oTRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For
the Transition Period from _________ to _________





Commission
file number:  000-51321




TRIANGLE
PETROLEUM CORPORATION


(Exact
name of registrant as specified in its charter)





Nevada
              
              98-0430762(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (IRS
      Employer
                Identification
      No.)





Suite
1250, 521 - 3 Avenue SW


Calgary,
Alberta


Canada
T2P 3T3


(Address
of Principal Executive Offices)





(403)
262-4471


(Registrant’s
telephone number, including area code)





(Former
name, former address and former fiscal year, if changed since last
report)





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
o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).   o
Yes  o
No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):




Large
      accelerated filer o
              Accelerated
      filer oNon-accelerated
      filer o
              Smaller
      reporting company x(Do
      not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes o   No
x





As of
June 2, 2009, there were 69,926,043 shares of registrant’s common stock
outstanding.





TRIANGLE
PETROLEUM CORPORATION AND SUBSIDIARIES





INDEX





PART
      I.
                FINANCIAL
      INFORMATIONITEM
      1.
                Financial
      Statements
                3Consolidated
      balance sheets at April 30, 2009 and January 31, 2009
      (unaudited)
                3Consolidated
      statements of operations for the three months ended April 30, 2009 and
      2008 (unaudited)
                4Consolidated
      statements of cash flows for the three months ended April 30, 2009 and
      2008 (unaudited)
                5Consolidated
      statements of stockholders’ equity for the three months ended April 30,
      2009 and 2008 (unaudited)
                6Notes
      to unaudited consolidated financial statements
                7 –
      10ITEM
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                11
      – 17ITEM
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                18ITEM
      4T.
                Controls
      and Procedures
                18PART
      II.
                OTHER
      INFORMATIONITEM
      1
                Legal
      proceedings
                20ITEM
      1A
                Risk
      factors
                20ITEM
      2
                Unregistered
      sales of equity securities and use of proceeds
                20ITEM
      3
                Defaults
      upon senior securities
                20ITEM
      4
                Submission
      of matters to a vote of security holders
                20ITEM
      5
                Other
      information
                20ITEM
      6
                Exhibits
                20SIGNATURES
                21


2


Triangle
Petroleum Corporation


Consolidated
Balance Sheets


(Expressed
in U.S. dollars)


(Unaudited)





April
      30,
                                2009
                                $
                              
                              
                              January
      31,
                                2009
                                $ASSETSCurrent
      AssetsCash
      and cash equivalents
                              
                              
                              6,159,767
                              
                              
                              
                              8,449,471Prepaid
      expenses
                              
                              
                              357,112
                              
                              
                              
                              339,839Other
      receivables
                              
                              
                              403,027
                              
                              
                              
                              998,511Total
      Current Assets
                              
                              
                              6,919,906
                              
                              
                              
                              9,787,821Property
      and Equipment
                              
                              
                              58,429
                              
                              
                              
                              39,765Oil
      and Gas Properties (Note 3)
                              
                              
                              17,233,533
                              
                              
                              
                              16,942,864Total
      Assets
                              
                              
                              24,211,868
                              
                              
                              
                              26,770,450LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable
                              
                              
                              114,605
                              
                              
                              
                              2,123,079Accrued
      liabilities
                              
                              
                              90,244
                              
                              
                              
                              90,539Total
      Current Liabilities
                              
                              
                              204,849
                              
                              
                              
                              2,213,618Asset
      Retirement Obligations (Note 4)
                              
                              
                              740,077
                              
                              
                              
                              727,862Total
      Liabilities
                              
                              
                              944,926
                              
                              
                              
                              2,941,480Going
      Concern (Note 1)Commitment
      (Note 8)Stockholders’
      EquityCommon
      Stock (Note 5)Authorized:
      100,000,000 shares, par value $0.00001 Issued: 69,926,043 shares (January
      31, 2009 – 69,926,043 shares)
                              
                              
                              699
                              
                              
                              
                              699Additional
      Paid-In Capital (Note 5)
                              
                              
                              81,290,635
                              
                              
                              
                              81,155,715Warrants
      (Note 6)
                              
                              
                              4,237,100
                              
                              
                              
                              4,237,100Deficit
                              
                              
                              (62,261,492
                              )
                              
                              
                              (61,564,544
                              )Total
      Stockholders’ Equity
                              
                              
                              23,266,942
                              
                              
                              
                              23,828,970Total
      Liabilities and Stockholders’ Equity
                              
                              
                              24,211,868
                              
                              
                              
                              26,770,450








3


Triangle
Petroleum Corporation


Consolidated
Statements of Operations


(Expressed
in U.S. dollars)


(Unaudited)





Three
                                Months
                                Ended
                                April
      30,
                              
                              
                              Three
                                Months
                                Ended
                                April
      30,2009
                              
                              
                              2008$
                              
                              
                              $Revenue,
      net of royalties
                              
                              
                              33,904
                              
                              
                              
                              152,119Operating
      ExpensesOil
      and gas production
                              
                              
                              20,701
                              
                              
                              
                              59,227Depletion
      and accretion (Notes 3 and 4)
                              
                              
                              41,215
                              
                              
                              
                              70,299Depreciation
      – property and equipment
                              
                              
                              4,339
                              
                              
                              
                              9,759General
      and administrative (Note 7)
                              
                              
                              819,848
                              
                              
                              
                              1,200,718Foreign
      exchange gain
                              
                              
                              (149,079
                              )
                              
                              
                              (4,006
                              )737,024
                              
                              
                              
                              1,335,997Loss
      from Operations
                              
                              
                              (703,120
                              )
                              
                              
                              (1,183,878
                              )Other
      Income (Expense)Accretion
      of discounts on convertible debentures
                              
                              
                              -
                              
                              
                              
                              (1,215,358
                              )Amortization
      of debt issue costs
                              
                              
                              -
                              
                              
                              
                              (109,584
                              )Interest
      expense
                              
                              
                              -
                              
                              
                              
                              (253,980
                              )Interest
      and royalty income
                              
                              
                              6,172
                              
                              
                              
                              17,215Unrealized
      gain on fair value of derivatives
                              
                              
                              -
                              
                              
                              
                              919,330Total
      Other Income (Expense)
                              
                              
                              6,172
                              
                              
                              
                              (642,377
                              )Loss
      for the Period
                              
                              
                              (696,948
                              )
                              
                              
                              (1,826,255
                              )Loss
      Per Share – Basic and Diluted
                              
                              
                              (0.01
                              )
                              
                              
                              (0.04
                              )Weighted
      Average Number of Shares Outstanding – Basic and Diluted
                              
                              
                              69,926,000
                              
                              
                              
                              47,433,000







4


Triangle
Petroleum Corporation


Consolidated
Statements of Cash Flows


(Expressed
in U.S. dollars)


(Unaudited)





Three
      Months
                                Ended
                                April
      30,
                              
                              
                              Three
      Months
                                Ended
                                April
      30,2009
                              
                              
                              2008$
                              
                              
                              $Operating
      ActivitiesLoss
      for the period
                              
                              
                              (696,948
                              )
                              
                              
                              (1,826,255
                              )Adjustments
      to reconcile loss for the period to net cash used in operating
      activities:Accretion
      of discounts on convertible debentures
                              
                              
                              -
                              
                              
                              
                              1,215,358Amortization
      of debt issue costs
                              
                              
                              -
                              
                              
                              
                              109,584Depletion
      and accretion (Notes 3 and 4)
                              
                              
                              41,215
                              
                              
                              
                              70,299Depreciation
      – property and equipment
                              
                              
                              4,339
                              
                              
                              
                              9,759Stock-based
      compensation (Note 7)
                              
                              
                              134,920
                              
                              
                              
                              113,280Unrealized
      gain on fair value of derivatives
                              
                              
                              -
                              
                              
                              
                              (919,330
                              )Unrealized
      foreign exchange changes
                              
                              
                              (162,587
                              )
                              
                              
                              -Asset
      retirement costs (Note 4)
                              
                              
                              (6,509
                              )
                              
                              
                              (170,700
                              )Changes
      in operating assets and liabilitiesUnrealized
      foreign exchange changes
                              
                              
                              (8,158
                              )
                              
                              
                              19,825Prepaid
      expenses
                              
                              
                              (21,876
                              )
                              
                              
                              (48,286
                              )Other
      receivables
                              
                              
                              671,252
                              
                              
                              
                              (112,943
                              )Accounts
      payable
                              
                              
                              (114,134
                              )
                              
                              
                              206,666Accrued
      interest on convertible debentures
                              
                              
                              -
                              
                              
                              
                              253,980Accrued
      liabilities
                              
                              
                              1,488
                              
                              
                              
                              47,492Cash
      Used in Operating Activities
                              
                              
                              (156,998
                              )
                              
                              
                              (1,031,271
                              )Investing
      ActivitiesPurchase
      of property and equipment
                              
                              
                              (23,004
                              )
                              
                              
                              (1,725
                              )Oil
      and gas property expenditures (Note 3)
                              
                              
                              (1,557,826
                              )
                              
                              
                              (2,353,058
                              )Cash
      advances from partners
                              
                              
                              (677,843
                              )
                              
                              
                              -Cash
      Used in Investing Activities
                              
                              
                              (2,258,673
                              )
                              
                              
                              (2,354,783
                              )Unrealized
      foreign exchange change on cash and cash equivalents
                              
                              
                              125,967
                              
                              
                              
                              -Decrease
      in Cash and Cash Equivalents
                              
                              
                              (2,289,704
                              )
                              
                              
                              (3,386,054
                              )Cash
      and Cash Equivalents – Beginning of Period
                              
                              
                              8,449,471
                              
                              
                              
                              4,581,589Cash
      and Cash Equivalents – End of Period
                              
                              
                              6,159,767
                              
                              
                              
                              1,195,535Cash
                              
                              
                              6,159,767
                              
                              
                              
                              399,258Cash
      equivalents
                              
                              
                              -
                              
                              
                              
                              796,277Non-cash
      Investing and Financing ActivitiesCommon
      stock issued for conversion of debentures
                              
                              
                              -
                              
                              
                              
                              1,475,140







5


Triangle
Petroleum Corporation


Statement
of Stockholders’ Equity


Three
Months Ended April 30, 2009


(Expressed
in U.S. dollars)


(Unaudited)





AdditionalCommon
      Stock
                                
                                
                                Paid-inShares
                                
                                
                                Amount
                                
                                
                                Capital
                                
                                
                                Warrants
                                
                                
                                Deficit
                                
                                
                                Total#
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $Balance
      – January 31, 2009
                                
                                
                                69,926,043
                                
                                
                                
                                699
                                
                                
                                
                                81,155,715
                                
                                
                                
                                4,237,100
                                
                                
                                
                                (61,564,544
                                )
                                
                                
                                23,828,970Stock
      based compensation (Note 7)
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                134,920
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                134,920Net
      loss for the period
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (696,948
                                )
                                
                                
                                (696,948
                                )Balance
      – April 30, 2009
                                
                                
                                69,926,043
                                
                                
                                
                                699
                                
                                
                                
                                81,290,635
                                
                                
                                
                                4,237,100
                                
                                
                                
                                (62,261,492
                                )
                                
                                
                                23,266,942





Triangle
Petroleum Corporation


Statement
of Stockholders’ Equity


Three
Months Ended April 30, 2008


(Expressed
in U.S. dollars)


(Unaudited)





AdditionalCommon
      Stock
                                  
                                  
                                  Paid-inShares
                                  
                                  
                                  Amount
                                  
                                  
                                  Capital
                                  
                                  
                                  Deficit
                                  
                                  
                                  Total#
                                  
                                  
                                  $
                                  
                                  
                                  $
                                  
                                  
                                  $
                                  
                                  
                                  $Balance
      – January 31, 2008
                                  
                                  
                                  46,794,530
                                  
                                  
                                  
                                  468
                                  
                                  
                                  
                                  57,852,277
                                  
                                  
                                  
                                  (47,794,059
                                  )
                                  
                                  
                                  10,058,686Issuance
      of common stock on conversion of convertible debentures at a weighted
      average price of $0.79 per share
                                  
                                  
                                  1,859,228
                                  
                                  
                                  
                                  19
                                  
                                  
                                  
                                  1,475,121
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,475,140Fair
      value of conversion feature of convertible debentures
      converted
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  827,374
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  827,374Stock
      based compensation
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  113,280
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  113,280Net
      loss for the period
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (1,826,255
                                  )
                                  
                                  
                                  (1,826,255
                                  )Balance
      – April 30, 2008
                                  
                                  
                                  48,653,758
                                  
                                  
                                  
                                  487
                                  
                                  
                                  
                                  60,268,052
                                  
                                  
                                  
                                  (49,620,314
                                  )
                                  
                                  
                                  10,648,225




The
accompanying notes are an integral part of these consolidated financial
statements.


6


Triangle
Petroleum Corporation


Notes to
the Consolidated Financial Statements


(Expressed
in U.S. dollars, except as noted)


(Unaudited)





Triangle
Petroleum Corporation, together with its consolidated subsidiaries (“Triangle”
or the “Company”), is an independent oil and gas company focused primarily on
the acquisition, exploration and development of resource properties consisting
mainly of shale gas reserves.  The Company’s primary exploration and
development acreage is located in the Horton Bluff formation of the Maritimes
Basin in Canada. The Company also has minor producing properties in the Fort
Worth Basin and in the Alberta Deep Basin.





1.
            Going
      Concern





The
Company is primarily engaged in the acquisition, exploration and development of
oil and gas resource properties and has a limited number of producing wells that
generate cash flows from operations. The Company has not generated significant
revenues from operations and has incurred significant losses since inception.
These factors, among others, raise substantial doubt about the Company’s ability
to continue as a going concern.





The
Company will have to raise additional funds through equity or debt offerings,
dispositions of assets or other means to fund general and administrative
expenses and to complete the exploration and development phase of its programs.
While the Company has been successful in raising funds in the past, there can be
no assurance that it will be able to do so in the future. The continuation of
the Company as a going concern is dependent upon its ability to obtain necessary
additional funds to continue operations and to determine the existence,
discovery and successful exploitation of economically recoverable reserves in
its resource properties, confirmation of the Company’s interests in the
underlying properties, and the attainment of profitable operations.





Failure
to obtain additional financing will result in the going concern assumption being
inappropriate and adjustments would be required to the carrying values of assets
and liabilities, the reported revenues and expenses, and the balance sheet
classifications used.





2.
            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. These consolidated financial statements include the accounts of
the Company and its two wholly-owned subsidiaries, Elmworth Energy Corporation,
incorporated in the Province of Alberta, Canada, and Triangle USA Petroleum
Corporation, incorporated in the State of Colorado, USA. All significant
intercompany balances and transactions have been eliminated. The Company’s
fiscal year-end is January 31.





In the
opinion of management, the accompanying financial statements reflect all
adjustments necessary to present fairly our financial position at April 30, 2009
and our operations and cash flows for the three month periods ended April 30,
2009 and 2008. In preparing the accompanying financial statements, management
has made certain estimates and assumptions that affect reported amounts in the
financial statements and disclosures of contingencies. Actual results may differ
from those estimates. The results for interim periods are not necessarily
indicative of annual results.




Certain
reclassifications have been made to the prior period’s financial statements to
conform to the current period’s presentation. Certain disclosures have been
condensed or omitted from these financial statements. Accordingly, they should
be read in conjunction with the consolidated financial statements and notes
thereto included in our Annual Report on Form 10-K for the year ended January
31, 2009.





The
Company’s oil and gas operations are generally conducted jointly with others
and, as such, these financial statements reflect the Company’s proportionate
share of these operations.


7


Triangle
Petroleum Corporation


Notes to
the Consolidated Financial Statements


(Expressed
in U.S. dollars, except as noted)


(Unaudited)





2.
            Accounting
      Policies (continued)





(b)         Recently
Adopted Accounting Pronouncements





In
December 2007, the Financial Accounting Standard Board (FASB) revised the
Statement of Financial Accounting Standard (SFAS) No. 141, “Business
Combinations”. SFAS No. 141R requires an acquirer to be identified for all
business combinations and applies the same method of accounting for business
combinations – the acquisition method – to all transactions. In addition,
transaction costs associated with acquisitions are required to be expensed. The
revised statement was effective to business combinations in the year February 1,
2009. The adoption of this statement will impact business combinations, if any,
after February 1, 2009.





In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements”. SFAS No. 160 requires the Company to report
non-controlling interest in subsidiaries as equity in the consolidated financial
statements; and all transactions between equity and non controlling interests as
equity. SFAS No. 160 was effective for the Company commencing on February 1,
2009. The adoption of this statement did not effect the Company's financial
statements.





In March
2008, the FASB has issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”, which requires disclosures about how and
why an entity uses derivative instruments, how derivative instruments and
related hedged items are accounted for under SFAS No. 133, and how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance and cash flows. SFAS No. 161 was effective on February 1,
2009. The adoption of this statement did not effect the Company's financial
statements.





(c)         Recently
Accounting Pronouncements





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events”. SFAS No. 165 is
intended to establish general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued.  In particular, this
Statement sets forth the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements; the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements; and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. This Statement is effective for interim
and annual periods ending after June 15, 2009. The adoption of this statement
may impact the accounting or disclosure of future subsequent events, if any,
after the effective date.





3.
            Oil
      and Gas Properties





Three
months ended April 30, 2009:





Costs
                                
                                
                                Accumulated
      Depletion
                                
                                
                                Net
      CarryingOpening
                                
                                
                                Additions
                                
                                
                                Closing
                                
                                
                                Opening
                                
                                
                                Depletion
                                
                                
                                Closing
                                
                                
                                Value$
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $
                                
                                
                                $Proved
      Properties
                                
                                
                                12,775,959
                                
                                
                                
                                17,498
                                
                                
                                
                                12,793,457
                                
                                
                                
                                12,703,090
                                
                                
                                
                                22,491
                                
                                
                                
                                12,725,581
                                
                                
                                
                                67,876Unproven
      Properties
                                
                                
                                34,746,896
                                
                                
                                
                                295,662
                                
                                
                                
                                35,042,558
                                
                                
                                
                                17,876,901
                                
                                
                                
                                -
                                
                                
                                
                                17,876,901
                                
                                
                                
                                17,165,657Total
                                
                                
                                47,522,855
                                
                                
                                
                                313,160
                                
                                
                                
                                47,836,015
                                
                                
                                
                                30,579,991
                                
                                
                                
                                22,491
                                
                                
                                
                                30,602,482
                                
                                
                                
                                17,233,533





For the
three month period ended April 30, 2009, the Company’s net cash outflow for oil
and gas additions was $1,557,826, which includes $313,160 of additions incurred
in the quarter and $1,244,666 of payments for January 31, 2009 capital
payables.


8


Triangle
Petroleum Corporation


Notes to
the Consolidated Financial Statements


(Expressed
in U.S. dollars, except as noted)


(Unaudited)





3.
            Oil
      and Gas Properties (continued)





Proved
Properties





At April
30, 2009, the carrying value of the Company’s proved properties was $67,876
(January 31, 2009 - $72,869), which were all located in the Alberta Deep Basin
of Canada. For the three month period ended April 30, 2009, depletion expense
was $8,037 (2008 - $26,906) in Canada and $14,454 (2008 - $5,922) in the United
States.





Unproven
Properties





All of
the Company’s unproven properties are not subject to depletion. The Company's
unproven acquisition and exploration costs were distributed in the following
geographic areas:





April
      30, 2009
                    $
                  
                  
                  January
      31, 2009
                    $Windsor
      Block of Maritimes Basin  (Nova Scotia)
                  
                  
                  17,087,905
                  
                  
                  
                  16,818,586Western
      Canadian Shale (Alberta and B.C.)
                  
                  
                  77,752
                  
                  
                  
                  51,409Total
      unproven acquisition and exploration costs
                  
                  
                  17,165,657
                  
                  
                  
                  16,869,995





4.
            Asset
      Retirement Obligations





Three
      Months
                      April
      30, 2009
                      $
                    
                    
                    Three
      Months
                      April
      30, 2008
                      $Balance,
      beginning of period
                    
                    
                    727,862
                    
                    
                    
                    1,003,353Liabilities
      settled in cash
                    
                    
                    (6,509
                    )
                    
                    
                    (170,700
                    )Accretion
                    
                    
                    18,724
                    
                    
                    
                    37,471Balance,
      end of period
                    
                    
                    740,077
                    
                    
                    
                    870,124





5.
            Common
      Stock





Shares
                    
                    
                    Common
                      Stock
                    
                    
                    Additional
                      Paid-
                      In
      Capital#
                    
                    
                    $
                    
                    
                    $January
      31, 2009
                    
                    
                    69,926,043
                    
                    
                    
                    699
                    
                    
                    
                    81,155,715Stock
      based compensation
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    134,920April
      30, 2009
                    
                    
                    69,926,043
                    
                    
                    
                    699
                    
                    
                    
                    81,290,635





6.
            Warrants





As at
April 30, 2009, the Company had 9,128,750 warrants outstanding that can be
exercised into 9,128,750 shares of common stock at a price of $2.25 per share,
which expire on June 3, 2010. The warrants were granted on June 3, 2008, at
which time they had a relative fair value compared to the common stock issued of
$4,237,100.


9


Triangle
Petroleum Corporation


Notes to
the Consolidated Financial Statements


(Expressed
in U.S. dollars, except as noted)


(Unaudited)





7.
            Stock
      Options





No stock
options were granted or exercised during the three month period ended April 30,
2009. During the three month period ended April 30, 2009, the Company recorded
stock-based compensation of $134,920 (2008 - $113,280), as general and
administrative expense.





A summary
of the Company’s stock options outstanding is as follows:





Options
                    #
                  
                  
                  Weighted
                    Average
                    Exercise
      Price
                    $
                  
                  Aggregate
                    Intrinsic
                    Value
                    $Outstanding,
      January 31, 2009 and April 30, 2009
                  
                  
                  4,985,000
                  
                  
                  
                  1.14
                  
                  Exercisable,
      April 30, 2009
                  
                  
                  1,690,000
                  
                  
                  
                  2.25
                  
                  





The
weighted average remaining contractual life of stock options outstanding as of
April 30, 2009 was 4 years.





As at
April 30, 2009, there was $912,581 of total unrecognized compensation costs
related to non-vested share-based compensation arrangements which are expected
to be recognized over a weighted-average period of 16 months.





A summary
of the status of the Company’s non-vested share options as of April 30, 2009,
and changes during the three month period ended April 30, 2009, is presented
below:





Options
                      #
                    
                    
                    Weighted
                      Average
                      Grant-Date
                      Fair
      Value
                      $Non-vested
      at January 31, 2009
                    
                    
                    3,525,000
                    
                    
                    
                    0.31Vested
                    
                    
                    230,000
                    
                    
                    
                    0.74Non-vested
      at April 30, 2009
                    
                    
                    3,295,000
                    
                    
                    
                    0.28





8.
            Commitment





The
Company entered into a 10-year production lease for 474,625 gross acres on the
Windsor Block in Nova Scotia, Canada on April 15, 2009. During the first five
years of the lease, Triangle has agreed to continue to evaluate the Windsor
Block by drilling seven wells, completing three wells previously drilled and
acquiring seismic, which was estimated to cost C$12.7 million gross. At the end
of the fifth year of the lease, areas of the land block not adequately drilled
or otherwise evaluated may be subject to surrender. Furthermore, at the end of
the second year of the lease, a technical report is required to
be provided to and assessed by the
Nova Scotia government to maintain certain lands.





During
the first year of the lease, the Company has agreed to perform completion
operations on the three wells drilled in the prior year and acquire seismic,
which was estimated to cost C$2,000,000 gross. The Company posted a C$200,000
gross refundable deposit related to the first year commitment; should the
Company not perform the work, a portion or all of the deposit could be
forfeited. As at April 30, 2009, two of the three required well
completions have been performed.


10


ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





This
Management's Discussion and Analysis of Financial Condition and Results of
Operations includes a number of forward-looking statements that reflect
Management's current views with respect to future events and financial
performance. You can identify these statements by forward-looking words such as
“may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or
similar words.  Those statements include statements regarding the
intent, belief or current expectations of us and members of our management team
as well as the assumptions on which such statements are based. Prospective
investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risk and uncertainties, and that
actual results may differ materially from those contemplated by such
forward-looking statements.





Readers
are urged to carefully review and consider the various disclosures made by us in
this report and in our other reports filed with the Securities and Exchange
Commission. The following Management’s Discussion and Analysis of Financial
Condition and Results of Operations of the Company should be read in conjunction
with the Consolidated Financial Statements and notes related thereto included in
this Quarterly Report on Form 10-Q.
Important  factors  currently  known  to
Management  could  cause  actual  results  to
differ  materially  from  those in
forward-looking  statements.  We undertake no obligation to
update or revise forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes in the future operating results
over time. We believe that our assumptions are based upon reasonable data
derived from and known about our business and operations.  No
assurances are made that actual results of operations or the results of our
future activities will not differ materially from our
assumptions.  Factors that could cause differences include, but are
not limited to, expected market demand for our products, fluctuations in pricing
for materials, and competition.





Overview





We are an
exploration company focused on emerging shale gas opportunities.  Our
corporate strategy is to utilize our U.S. shale gas experience to secure early
stage shale gas projects in Canada.  In conjunction with this
strategy, we have screened and participated in various projects in North America
with numerous potential joint venture partners. These project areas include
the Barnett Shale trend in Texas (three producing wells), the Fayetteville Shale
trend in Arkansas, the Beech Hill Block in New Brunswick and the Windsor Block
in Nova Scotia.  We have also participated in conventional oil and gas
plays in the province of Alberta (two producing wells) and the states of
Montana, Colorado and Wyoming.





We have
selected the Windsor Block in Nova Scotia as our core project, which is focused
on a shale gas opportunity located in the Maritimes Basin of Eastern Canada. We
intend to execute our operating plan in order to realize the full value of the
land base that has been established in the Maritimes Basin.  We are
also in the process of evaluating a potential secondary shale gas project in
Western Canada. All other projects are currently designated as non-core due
to our desire to focus our limited manpower resources on the one core
project.





Prior to
May 2005, we were known as Peloton Resources Inc., a mining exploration company.
Peloton was actively searching for ore bodies containing gold in British
Columbia. A consultant was hired to assess the economic viability of exploring
for and developing gold reserves on Peloton’s properties. Based upon his report,
Peloton decided to abandon all mining activities and to change its focus towards
oil and gas exploration. In connection with the shift in operational focus, we
changed our name to Triangle Petroleum Corporation.





Plan
of Operations





During
the first quarter of fiscal 2010, we finalized the Windsor Block production
lease (April 15, 2009), tested one of the wells that was completed in 2008 and
completed one of the three exploration wells drilled in 2008. For the balance of
fiscal 2010, we plan on continuing the technical evaluation of the five wells
drilled to date on the Windsor Block, including completing and testing the
remaining well that was drilled in 2008, acquiring additional seismic, and
searching for one or more new joint venture partners to join us in the next
phase of our Windsor Block exploration program. Once we have more certainty on
the terms of a new joint venture partner, we plan to revise our work program and
budget for the period from August 2009 to July 2010. We intend to allocate our
available working capital to the Windsor Block as described
above.  However, there may be circumstances where, for sound business
reasons, a reallocation of the funds may be necessary.  Furthermore,
while we intend to use our working capital as described above, our current
working capital is not sufficient to complete the anticipated exploration
program.


11


Properties





All of
our oil and gas properties are located in the United States and
Canada.





Core
Property





Eastern Canadian
Shale Gas Project –Windsor Block–We have a 57% working
interest in 474,625 gross acres (270,000 net acres) in the Windsor Sub-Basin of
the Maritimes Basin located in the Province of Nova Scotia, Canada and serve as
operator of the Windsor Block; Zodiac Exploration Corp. has earned a 13% working
interest in the Windsor Block and Contact Exploration Inc. owns a 30% working
interest. Up to April 15, 2009, the land was governed by an exploration
agreement. On April 15, 2009, the exploration agreement was transferred to a
10-year production lease which was filed on EDGAR and SEDAR on April 20, 2009.
Under the terms of this lease:





·
              The
      production lease grants rights to 474,625 gross acres (270,000 net acres),
      covering substantially all of the land which we had leased previously
      under the terms of the exploration agreement. Fringe acreage deemed
      non-prospective was voluntarily
surrendered;


·
              We
      hold rights to conventional oil and gas within the lease, which includes
      shale gas in the Windsor and Horton Groups, excluding natural gas from
      coal. We believe coals are not prospective within the Windsor
      Block;


·
              To
      retain rights to this land block, we have agreed to continue to evaluate
      the lands during the first five years of the lease by drilling seven
      wells, completing three wells previously drilled, and acquiring seismic,
      which was estimated to cost C$12.7 million. These wells are to be
      distributed across the land block to fully evaluate conventional and shale
      resources. In addition to annual progress reporting to maintain the lease
      in good standing, on the second anniversary of the lease, we are obliged
      to provide a detailed report to the Nova Scotia government to
      assess our evaluation activities to maintain certain
      lands.  After the fifth anniversary, leased areas not adequately
      drilled or otherwise evaluated may be subject to
  surrender.


·
              During
      the first year of the lease, we agreed to complete the three wells that
      were drilled in the prior year and acquire seismic, which was estimated to
      cost C$2 million gross. A C$200,000 gross refundable deposit was posted
      related to the first year commitment; should the work not be competed, a
      portion or all of the deposit could be
  forfeited;


·
              Current
      royalty rates are set at 10% in Nova Scotia;
and


·
              Tenure
      on some or all of the lands is eligible for renewal after the first 10
      years, based on the establishment of commercial production and/or the
      satisfaction of certain drilling and evaluation
  criteria.





From May
2007 to June 2008, we executed the first phase of the Windsor Block exploration
program consisting of a 2D and 3D seismic program, geological studies, and
drilling and completing two vertical test wells (Kennetcook #1 and Kennetcook
#2). From July 2008 to March 2009, we executed the second phase of the Windsor
Block shale gas exploration program consisting of drilling three vertical
exploration wells (N-14-A, O-61-C and E-38-A) and completing one of these wells
(N-14-A). During the first quarter of fiscal 2010, we tested the N-14-A well,
which was completed in early December 2008 with a four-stage perforation and
fracture treatment. The frac flowback operations were suspended in April 2009
after the well recovered 15% of load fluid but negligible gas production.
Subsequent analysis indicates an usually high insitu stress regime in the
immediate vicinity of the well, likely due to proximity to a major fault, which
contributed to fracture ineffectiveness. Completion operations on the O-61-C
well commenced in March 2009 and continued into early May. Several tight sand
and carbonate intervals were perforated but not fracture-treated. We obtained
useful geological information from the well that will help guide subsequent
exploration efforts. No hydrocarbon was flowed from the well. Operations on the
E-38-A well are currently being designed and will move forward on the basis of
the technical evaluation, equipment availability, government approvals, and
partner concurrence. E-38-A evaluates an area of the Windsor Block which is
structurally and geologically distinct from previous wells drilled in the
field.


12





Other
Properties





Western Canadian
Shale Project–
We continue to actively position ourselves for an entry into potential shale gas
plays in Alberta and British Columbia. Our objective is to potentially establish
an initial land position and to commence an exploration program in 2009 or 2010.
To date, we have participated in a multi-company geological study, which we
tailored using our proprietary shale knowledge and experience, and have
identified prospective shale areas where we believe we may have a technical and
business advantage. A joint venture partner will be added at the appropriate
time to provide funding and mitigate exploration risk. This approach is
consistent with the strategy we employed to establish our position in the
Windsor Block in Nova Scotia.




Non-Core
Producing Properties –We are producing from two wells in the Alberta
Deep Basin of Canada and three low working interest shale gas wells in the
Barnett Shale trend of the Fort Worth Basin of Texas, U.S.





Non-Core
Undeveloped Properties–We have 9,852non-operated net acres
in the Fayetteville Shale trend (Arkoma Basin – Arkansas, U.S.), 8,754non-operated net acres
in the U.S. Rocky Mountains and 3,656 net acres in the Alberta Deep Basin of
Canada. In fiscal 2009, there was no exploration activity on these undeveloped
land positions and there continues to be no exploration activity planned for
these projects in fiscal 2010.





Results
of operations for the three months ended April 30, 2009 compared to the three
months ended April 30, 2008





Daily Sales Volumes, Working
Interest before royalties





Three
      Months Ended
                                  April
      30, 2009
                                
                                
                                Three
      Months Ended
                                  April
      30, 2008Barnett
      Shale in Texas, USA
                                Mcf/day
                                
                                
                                56
                                
                                
                                
                                105Deep
      Basin in Alberta, Canada
                                Mcf/day
                                
                                
                                71
                                
                                
                                
                                144Total
      Company
                                Mcf/day
                                
                                
                                127
                                
                                
                                
                                249Total
      Company
                                Boe/day*
                                
                                
                                21
                                
                                
                                
                                42





*
Thousand Cubic Feet (“Mcf”) converted into Barrel of Oil Equivalent (“Boe”) on a
basis of 6:1





Net Operating
Results





Three
      Months Ended
                    April
      30, 2009
                  
                  
                  Three
      Months Ended
                    April
      30, 2008Volumes
                  Mcf
                  
                  
                  11,315
                  
                  
                  
                  22,655Price
                  $/Mcf
                  
                  
                  3.66
                  
                  
                  
                  8.26Revenue
                  
                  
                  $
                  41,400
                  
                  
                  $
                  187,023Royalties
                  
                  
                  
                  7,496
                  
                  
                  
                  34,904Revenue,
      net of royalties
                  
                  
                  
                  33,904
                  
                  
                  
                  152,119Production
      expenses
                  
                  
                  
                  20,701
                  
                  
                  
                  59,227Net
                  
                  
                  $
                  13,203
                  
                  
                  $
                  92,892





We
realized $41,400 in revenue from sales of natural gas and natural gas liquids
for the three month period ended April 30, 2009 compared to $187,023 in the same
period of the prior year. Revenue decreased mainly due to reduced production
volumes as a result of natural declines, selling a Barnett Shale well and
reduced prices.





Royalties
as a percent of revenue were 18% for the three month period April 30, 2009,
which was consistent with 19% in the same period of the prior year.





Production
expenses related to this revenue were $10.98/Boe for the three month period
ended April 30, 2009 compared to $15.69/Boe in the same period of the prior
year; the decrease in the per Boe rate was mainly due to the sale of the Barnett
Shale well, which had a high operating cost in the prior year.




13




Depletion, Depreciation and Accretion





Three
      Months Ended
                    April
      30, 2009
                  
                  
                  Three
      Months Ended
                    April
      30, 2008Depletion
      – oil and gas properties
                  
                  $
                  22,491
                  
                  
                  $
                  32,828Accretion
                  
                  
                  18,724
                  
                  
                  
                  37,471Depletion
      and Accretion
                  
                  
                  41,215
                  
                  
                  
                  70,299Depreciation
      – property and equipment
                  
                  
                  4,339
                  
                  
                  
                  9,759Total
                  
                  $
                  45,554
                  
                  
                  $
                  80,058Depletion
      per BOE
                  
                  $
                  11.93
                  
                  
                  $
                  8.69





Unproven
property costs of $17,165,657 (January 31, 2009 – $16,869,995) were excluded
from costs subject to depletion at April 30, 2009. Depletion expense per BOE
related to oil and gas properties in the three month period ended April 30, 2009
decreased as compared with the same period of the prior year mainly as a result
of the reduced reserves levels associated with lower gas prices.





General and Administrative
(“G&A”)





Three
      Months Ended
                    April
      30, 2009
                  
                  
                  Three
      Months Ended
                    April
      30, 2008Salaries,
      benefits and consulting fees
                  
                  $
                  302,907
                  
                  
                  $
                  399,927Office
      costs
                  
                  
                  160,849
                  
                  
                  
                  267,157Professional
      fees
                  
                  
                  140,938
                  
                  
                  
                  265,166Public
      company costs
                  
                  
                  92,093
                  
                  
                  
                  156,879Operating
      overhead recoveries
                  
                  
                  (11,859
                  )
                  
                  
                  (1,691
                  )Stock-based
      compensation
                  
                  
                  134,920
                  
                  
                  
                  113,280Total
      G&A
                  
                  $
                  819,848
                  
                  
                  $
                  1,200,718





General
and administrative expenses have decreased $380,870 in the three month period
ended April 30, 2009 compared to the same period of the prior year primarily due
to management implementing cost reductions and the strengthening of the U.S.
dollar versus the Canadian dollar by 25%, as follows:





·
            Salaries,
      benefits and consulting fees, which are primarily incurred in Canadian
      dollars, decreased $97,020 mainly due to reduced staff and consultants
      (approximately $28,000) and the strengthening of the U.S. dollar versus
      the Canadian dollar by 25% (approximately
  $80,000);


·
            Office
      costs, which are primarily incurred in Canadian dollars, decreased
      $106,308 mainly due to reduced software, insurance and travel costs
      (approximately $57,000), and the strengthening of the U.S. dollar versus
      the Canadian dollar by 25% (approximately
  $53,000);


·
            Professional
      fees, which are primarily incurred in Canadian dollars, decreased $124,228
      mainly due to reduced audit and accounting fees (approximately $75,000),
      which were higher in the prior year due to non-recurring audit and
      accounting fees for restatements of financial statements, reduced reserve
      evaluation fees (approximately $12,000), and the strengthening of the U.S.
      dollar versus the Canadian dollar by 25% (approximately $53,000), which
      was offset by increased legal fees due to the TSX Venture listing late in
      the prior year (approximately $18,000);
and


·
            Public
      company costs decreased $64,786 mainly due to reduced investor relation
      costs (approximately $59,000).  Public company costs consist
      mainly of fees for investor relations and also include directors' fees,
      press release and Securities Exchange Commission filing costs, printing
      costs and transfer agent fees.





14





Accretion of Discounts on
Convertible Debentures




Agreement Date
                    
                    Three
      Months Ended
                      April
      30, 2009
                    
                    
                    Three
      Months Ended
                      April
      30, 2008December
      8, 2005
                    
                    $
                    -
                    
                    
                    $
                    626,573December
      28, 2005
                    
                    
                    -
                    
                    
                    
                    588,785Total
      accretion of discounts
                    
                    $
                    -
                    
                    
                    $
                    1,215,358




The
accretion of discounts was fully recognized in the prior year as a result of the
December 8, 2005 debentures that were fully converted and repaid June 5, 2008
and the December 28, 2005 debentures that were settled December 18,
2008.





Interest
Expense




Agreement Date
                    
                    Three
      Months Ended
                      April
      30, 2009
                    
                    
                    Three
      Months Ended
                      April
      30, 2008December
      8, 2005
                    
                    $
                    -
                    
                    
                    $
                    69,048December
      28, 2005
                    
                    
                    -
                    
                    
                    
                    184,932Total
      interest expense
                    
                    $
                    -
                    
                    
                    $
                    253,980




There was
no interest expense in the current period as a result of the December 8, 2005
debentures that were fully converted and repaid June 5, 2008 and the December
28, 2005 debentures that were settled December 18, 2008.




Oil and Gas
Properties




Net Book
                    Value
                    January 31,
                    2009
                  
                  
                  Additions
                  
                  
                  Depletion
                  
                  
                  Net
      Book
                    Value
                    April
      30,
                    2009UnprovenWindsor
      Block Maritimes Shale – Nova Scotia, Canada
                  
                  $
                  16,818,586
                  
                  
                  $
                  269,319
                  
                  
                  $
                  -
                  
                  
                  $
                  17,087,905Western
      Canadian Shale –Alberta
      and B.C., Canada
                  
                  
                  51,409
                  
                  
                  
                  26,343
                  
                  
                  
                  -
                  
                  
                  
                  77,752ProvedCanada
                  
                  
                  72,869
                  
                  
                  
                  3,044
                  
                  
                  
                  (8,037
                  )
                  
                  
                  67,876U.S.A
                  
                  
                  -
                  
                  
                  
                  14,454
                  
                  
                  
                  (14,454
                  )
                  
                  
                  -Net
                  
                  $
                  16,942,864
                  
                  
                  $
                  313,160
                  
                  
                  $
                  (22,491
                  )
                  
                  $
                  17,233,533




During
the three month period ended April 30, 2009, we focused on completing the second
phase of the Windsor Block exploration program and spent $269,315 primarily for
testing the N-14-A well (approximately $119,000) and completion operations on
the O-61-C well (approximately $115,000).





Net Cash Oil and Gas
Additions:




Three
      Months Ended
                    April
      30, 2009Net
      additions, per above table
                  
                  $
                  313,160Changes
      in investing working capital
                  
                  
                  1,244,666Net
      oil and gas additions, per Statements of Cash Flows
                  
                  $
                  1,557,826




15




Liquidity
and Capital Resources




To date,
we have not generated significant revenues and have incurred significant
operating losses in every quarter. These factors among others raise substantial
doubt about our ability to continue as a going concern.




As at
April 30, 2009, we had working capital of $6,715,057, resulting primarily from
our cash of $6,159,767 and other receivables of $403,027, offset by payables and
accrued liabilities of $204,849. For the three month period ended April 30,
2009, we had net cash outflow from operating activities before changes in
working capital of $685,570, mainly related to $684,928 of cash general and
administrative expenses, which is equal to general and administrative expenses
net of non-cash stock based compensation expense.





On April
15, 2009 we converted the Windsor Block exploration agreement to a 10 year
production lease on 474,625 gross acres of land. During the first five years of
the lease, we agreed to continue to evaluate the Block by drilling seven wells,
completing three wells previously drilled and acquiring seismic at a total gross
estimate cost of C$12.7 million. At the end of the second year of the lease, a
technical report is due and the Nova Scotia government may request the surrender
of certain lands they deem not adequately evaluated. At the end of the fifth
year of the lease, areas of the land block not adequately drilled or otherwise
evaluated may be subject to surrender. During the first year of the lease, we
have agreed to spend an estimated gross C$2,000,000 to complete the three wells
drilled in the prior year and to acquire seismic. We paid a C$200,000 gross
refundable deposit related to the first year commitment; should we not perform
the work, a portion or all of the deposit could be forfeited.





We expect
significant capital expenditures during the next 12 months for drilling programs
on our Canadian shale program, overhead and working capital purposes. There is a
risk that neither of our 13% or 30% joint venture partners in the Windsor Block
will be able to pay for their portion of the well costs, which would slow down
or stop exploration on the Windsor Block. There is also a risk we may not
secure a new joint operating partner in the Windsor Block, which would slow down
or stop exploration on the Windsor Block. We will have to raise additional funds
to complete the exploration and development phase of our programs and, while we
have been successful in doing so in the past, there can be no assurance that we
will be able to do so in the future. Our continuation as a going concern for a
period longer than the 2010 fiscal year is dependent upon our ability to obtain
necessary additional funds to continue operations and to determine the
existence, discovery and successful exploitation of economically recoverable
reserves in our resource properties and the attainment of profitable
operations.




By
adjusting our operations to the current level of capitalization, we believe we
have sufficient capital resources to meet projected cash flow deficits in the
near term. However, if during that period, or thereafter, we are not successful
in generating sufficient liquidity from operations or in raising sufficient
capital resources, on terms acceptable to us, this could have a material adverse
effect on our business, results of operations, liquidity and financial
condition.




We
presently do not have any available credit, bank financing or other external
sources of liquidity. Due to our brief history and historical operating losses,
our operations have not been a source of liquidity. We will need to obtain
additional capital in order to expand operations and become profitable. In order
to obtain capital, we may need to sell additional shares of our common stock or
borrow funds from private lenders. There can be no assurance that we will be
successful in obtaining additional funding.




We will
still need additional capital in order to continue operations until we are able
to achieve positive operating cash flow. Additional capital is being sought, but
we cannot guarantee that we will be able to obtain such investments. Financing
transactions may include the issuance of equity or debt securities, obtaining
credit facilities, or other financing mechanisms. However, the trading price of
our common stock and a downturn in the North American stock and debt markets
could make it more difficult to obtain financing through the issuance of equity
or debt securities. Even if we are able to raise the funds required, it is
possible that we could incur unexpected costs and expenses, fail to collect
significant amounts owed to us, or experience unexpected cash requirements that
would force us to seek alternative financing. Furthermore, if we issue
additional equity or debt securities, stockholders may experience additional
dilution or the new equity securities may have rights, preferences or privileges
senior to those of existing holders of our common stock. If additional financing
is not available or is not available on acceptable terms, we will have to
curtail our operations.





16





Critical
Accounting Policies




Use of
Estimates




The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires us 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. We base our estimates and assumptions on
current facts, historical experience and various other factors that we believe
to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by us may differ materially and adversely from
our estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be
affected.





Investment in Oil and Gas
Properties




We
utilize the full cost method to account for our investment in oil and gas
properties. Accordingly, all costs associated with acquisition and exploration
of oil and gas reserves, including such costs as leasehold acquisition costs,
interest costs relating to unproven properties, geological expenditures and
direct internal costs are capitalized into the full cost pool. We had properties
in two countries with proved reserves. For our proved oil and gas reserves,
capitalized costs, including estimated future costs to develop the reserves and
estimated abandonment costs, net of salvage, will be depleted on the
units-of-production method using estimates of proved reserves. Investments in
unproven properties and major development projects including capitalized
interest, if any, are not amortized until proved reserves associated with the
projects can be determined. If the future exploration of unproven properties is
determined uneconomical, the amounts of such properties are added to the
capitalized cost to be amortized. The capitalized costs included in the full
cost pool are subject to a ceiling test.




Asset Retirement
Obligations




We
recognize a liability for future retirement obligations associated with our oil
and gas properties. The estimated fair value of the asset retirement obligations
is based on the current estimated cost escalated at an inflation rate and
discounted at a credit adjusted risk-free rate. This liability is capitalized as
part of the cost of the related asset and amortized over its useful life. The
liability accretes until we settle the obligation. The costs are estimated by
management based on its knowledge of industry practices, current laws and past
experiences. The costs could increase significantly from management’s current
estimate.




Stock-Based
Compensation




We record
compensation expense in the consolidated financial statements for stock options
granted to employees, consultants and directors using the fair value method.
Fair values are determined using the Black Scholes option pricing model, which
is sensitive to the estimate of the Company’s stock price volatility and the
options expected life. Compensation costs are recognized over the vesting
period.





Recently Accounting
Pronouncements





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events”. SFAS No. 165 is
intended to establish general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued.  In particular, this
Statement sets forth the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements; the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements; and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. This Statement is effective for interim
and annual periods ending after June 15, 2009. The adoption of this statement
may impact the accounting or disclosure of future subsequent events, if any,
after the effective date.





17





ITEM
3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
required under Regulation S-K for “smaller reporting companies.”





ITEM
4T - CONTROLS AND PROCEDURES





(a)
Evaluation of disclosure controls and procedures.





Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as
of April 30, 2009. In designing and evaluating the disclosure controls and
procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives. In addition, the design of disclosure
controls and procedures must reflect the fact that there are resource
constraints and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their
costs.





Based
on our evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as a result of the material weaknesses described below, our
disclosure controls and procedures are not designed at a reasonable assurance
level and are ineffective to provide reasonable assurance that information we
are required to disclose in reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms, and that such
information is not accumulated nor communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure. The material weaknesses, which
relate to internal control over financial reporting, that were identified
are:





a)
            We
      did not have sufficient personnel in our accounting and financial
      reporting functions.  As a result, we were not able to achieve
      adequate segregation of duties and were not able to provide for adequate
      reviewing of the financial statements. This control deficiency, which is
      pervasive in nature, results in a reasonable possibility that material
      misstatements of the financial statements will not be prevented or
      detected on a timely basis; and





b)
            We
      did not maintain sufficient personnel with an appropriate level of
      technical accounting knowledge, experience, and training in the
      application of US GAAP commensurate with our complexity and our financial
      accounting and reporting requirements. This control deficiency is
      pervasive in nature and specifically resulted in us restating previously
      filed annual and quarterly financial statements as a result of errors in
      the accounting for convertible debentures and warrants. Further, there is
      a reasonable possibility that material misstatements of the consolidated
      financial statements including disclosures will not be prevented or
      detected on a timely basis as a
result.





Management
believes that hiring additional knowledgeable personnel with technical
accounting expertise will remedy the material weaknesses. Due to the fact that
our accounting staff consists of a Chief Financial Officer and accounting clerk,
additional personnel will also ensure the proper segregation of duties and
provide more checks and balances within the department. We believe this will
greatly decrease any control and procedure issues we may encounter in the
future. To compensate for the current limited number of personnel in the
accounting and reporting group, we focus on audit committee oversight and the
use of external consultants for complex accounting matters. Furthermore, we will
continue to engage consultants in the future as necessary in order to ensure
proper accounting treatment of complex transactions.




18




Management
will continue to monitor and evaluate the effectiveness of our disclosure
controls and procedures and our internal controls over financial reporting on an
ongoing basis and are committed to taking further action and implementing
additional enhancements or improvements, as necessary and as funds allow. As
part of this commitment, we will continue to assess our current personnel
resources and technical accounting expertise within the accounting function. As
our activities levels increase, we will look to increase our personnel resources
to increase segregation of duties and provide in-house non-routine or complex
accounting expertise. When funds are available to us and as operations
increase, we will hire additional knowledgeable personnel with technical
accounting expertise to further support our current accounting personnel, which
management estimates could cost approximately $100,000 per
annum.





(b)
Changes in internal control over financial reporting.





We regularly
review our system of internal control over financial reporting and make changes
to our processes and systems to improve controls and increase efficiency, while
ensuring that we maintain an effective internal control environment. Changes may
include such activities as implementing new, more efficient systems,
consolidating activities, and migrating processes.





There
were no changes in our internal control over financial reporting that occurred
during the period covered by this Quarterly Report on Form 10-Q that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.




19




PART
II - OTHER INFORMATION





Item
1. Legal Proceedings.





From time
to time, we may become involved in various lawsuits and legal proceedings which
arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. We are currently not aware
of any such legal proceedings or claims that we believe will have, individually
or in the aggregate, a material adverse affect on our business, financial
condition or operating results.





Item
1A. Risk Factors.





Not
required under Regulation S-K for “smaller reporting companies.”





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.





None.





Item
3. Defaults Upon Senior Securities.





None.





Item
4. Submission of Matters to a Vote of Security Holders.





None.





Item
5. Other Information.





None.





Item
6. Exhibits





10.01
            Stock
      Option Plan, filed as an exhibit to the definitive proxy statement on
      Schedule 14A, filed with the Securities Exchange Commission on May 22,
      2009 and incorporated herein by
reference.





10.02
            Production
      Lease, dated as of April 15, 2009, by and between Triangle Petroleum
      Corporation and Her Majesty the Queen in the Right of the Province of Nova
      Scotia, filed as an exhibit to the current report on Form 8-K filed with
      the Securities and Exchange Commission on April 20, 2009 and incorporated
      herein by reference.





14.01
            Code
      of Ethics for Senior Financial
Officers.





31.01
            Certification
      of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and
      15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002





31.02
            Certification
      of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and
      15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002





32.01
            Certifications
      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





20




SIGNATURES




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





TRIANGLE
      PETROLEUM CORPORATIONDate:  June
      3, 2009
                          By:
                          /s/ MARK GUSTAFSONMark
      GustafsonChief
      Executive Officer (Principal Executive Officer)Date:  June
      3, 2009
                          By:
                          /s/ SHAUN TOKERShaun
      TokerChief
      Financial Officer (Principal Financial Officer and Principal Accounting
      Officer)




21