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 October 31, 2010





 ̈TRANSITION 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.)





1625
Broadway, Suite 780


Denver,
CO 80202


(Address
of Principal Executive Offices)





(303)
260-7125


(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
 ̈





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).    ̈
Yes   ̈
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  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
            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  ̈   No
x





As of
December 7, 2010,there
were 22,525,584 shares of registrant’s common stock
outstanding.





TRIANGLE
PETROLEUM CORPORATION AND SUBSIDIARIES





INDEX





PART
      I.
              FINANCIAL
      INFORMATIONITEM
      1.
              Financial
      Statements
              3Consolidated
      balance sheets at October 31, 2010 and January 31, 2010
      (unaudited)
              3Consolidated
      statements of operations for the three and nine months ended October 31,
      2010 and 2009 (unaudited)
              4Consolidated
      statements of cash flows for the three and nine months ended October 31,
      2010 and 2009 (unaudited)
              5Consolidated
      statements of stockholders’ equity for the three and nine months ended
      October 31, 2010 and 2009 (unaudited)
              6Notes
      to unaudited consolidated financial statements
              7 –
      11ITEM
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              12
      – 19ITEM
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              20ITEM
      4T.
              Controls
      and Procedures
              20-21PART
      II.
              OTHER
      INFORMATIONITEM
      1
              Legal
      proceedings
              22ITEM
      1A
              Risk
      factors
              22ITEM
      2
              Unregistered
      sales of equity securities and use of proceeds
              22ITEM
      3
              Defaults
      upon senior securities
              22ITEM
      4
              Submission
      of matters to a vote of security holders
              22ITEM
      5
              Other
      information
              22ITEM
      6
              Exhibits
              22SIGNATURES
              23





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









Triangle
Petroleum Corporation


Consolidated
Balance Sheets


(Expressed
in U.S. dollars)


(Unaudited)





October 31,
                          2010
                          $
                        
                        
                        January 31,
                          2010
                          $ASSETSCurrent
      AssetsCash
      and cash equivalents
                        
                        
                        1,158,430
                        
                        
                        
                        4,878,601Prepaid
      expenses
                        
                        
                        933,682
                        
                        
                        
                        342,635Other
      receivables
                        
                        
                        162,740
                        
                        
                        
                        313,785Total
      Current Assets
                        
                        
                        2,254,852
                        
                        
                        
                        5,535,021Property
      and Equipment
                        
                        
                        20,144
                        
                        
                        
                        39,296Oil
      and Gas Properties (Note 3)
                        
                        
                        31,322,133
                        
                        
                        
                        18,783,375Total
      Assets
                        
                        
                        33,597,129
                        
                        
                        
                        24,357,692LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable
                        
                        
                        698,159
                        
                        
                        
                        574,723Accrued
      liabilities
                        
                        
                        539,758
                        
                        
                        
                        119,224Total
      Current Liabilities
                        
                        
                        1,237,917
                        
                        
                        
                        693,947Asset
      Retirement Obligations (Note 4)
                        
                        
                        1,364,978
                        
                        
                        
                        1,180,515Total
      Liabilities
                        
                        
                        2,602,895
                        
                        
                        
                        1,874,462Subsequent
      Events (Note 8)Stockholders’
      EquityCommon
      Stock (Note 2(b))Authorized:
      70,000,000 shares, par value $0.00001Issued:
      10,105,584 shares(January
      31, 2010 – 6,992,604 shares)
                        
                        
                        101
                        
                        
                        
                        70Additional
      Paid-In Capital
                        
                        
                        96,491,505
                        
                        
                        
                        81,950,705Warrants
      (Note 5)
                        
                        
                        -
                        
                        
                        
                        4,237,100Deficit
                        
                        
                        (65,497,372
                        )
                        
                        
                        (63,704,645
                        )Total
      Stockholders’ Equity
                        
                        
                        30,994,234
                        
                        
                        
                        22,483,230Total
      Liabilities and Stockholders’ Equity
                        
                        
                        33,597,129
                        
                        
                        
                        24,357,692





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




3




Triangle
Petroleum Corporation


Consolidated
Statements of Operations


(Expressed
in U.S. dollars)


(Unaudited)





Three
                      Months
                      Ended
                      October
      31,
                    
                    
                    Three
                      Months
                      Ended
                      October
      31,
                    
                    
                    Nine
                      Months
                      Ended
                      October
      31,
                    
                    
                    Nine
                      Months
                      Ended
                      October
      31,2010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009$
                    
                    
                    $
                    
                    
                    $
                    
                    
                    $Revenue,
      net of royalties
                    
                    
                    100,444
                    
                    
                    
                    29,345
                    
                    
                    
                    142,166
                    
                    
                    
                    92,432Operating
      ExpensesOil
      and gas production
                    
                    
                    23,911
                    
                    
                    
                    20,893
                    
                    
                    
                    37,406
                    
                    
                    
                    73,469Depletion
      and accretion (Notes 3 and 4)
                    
                    
                    100,503
                    
                    
                    
                    54,470
                    
                    
                    
                    232,298
                    
                    
                    
                    145,947Depreciation
      – property and equipment
                    
                    
                    5,288
                    
                    
                    
                    7,272
                    
                    
                    
                    19,152
                    
                    
                    
                    18,946General
      and administrative
                    
                    
                    741,165
                    
                    
                    
                    486,451
                    
                    
                    
                    1,912,485
                    
                    
                    
                    1,891,136Stock-based
      compensation (Notes 6 and 7)
                    
                    
                    264,902
                    
                    
                    
                    131,763
                    
                    
                    
                    748,707
                    
                    
                    
                    402,226Gain
      on sale of assets
                    
                    
                    -
                    
                    
                    
                    (783,612
                    )
                    
                    
                    (976,900
                    )
                    
                    
                    (908,233
                    )Foreign
      exchange loss (gain)
                    
                    
                    (7,638
                    )
                    
                    
                    31,000
                    
                    
                    
                    (37,779
                    )
                    
                    
                    (676,654
                    )1,128,131
                    
                    
                    
                    (51,763
                    )
                    
                    
                    1,935,369
                    
                    
                    
                    946,837Earnings
      (loss) from Operations
                    
                    
                    (1,027,687
                    )
                    
                    
                    81,108
                    
                    
                    
                    (1,793,203
                    )
                    
                    
                    (854,405
                    )Interest
      income
                    
                    
                    103
                    
                    
                    
                    47
                    
                    
                    
                    476
                    
                    
                    
                    6,260Earnings
      (loss) for the Period
                    
                    
                    (1,027,584
                    )
                    
                    
                    81,155
                    
                    
                    
                    (1,792,727
                    )
                    
                    
                    (848,145
                    )Earnings
      (loss) Per Share – Basic and Diluted
                    
                    
                    (0.10
                    )
                    
                    
                    0.01
                    
                    
                    
                    (0.19
                    )
                    
                    
                    (0.12
                    )Weighted
      Average Number of Shares Outstanding –
                      Basic
      and Diluted (Note 2(b))
                    
                    
                    10,085,586
                    
                    
                    
                    6,992,600
                    
                    
                    
                    9,470,979
                    
                    
                    
                    6,992,600





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




4




Triangle
Petroleum Corporation


Consolidated
Statements of Cash Flows


(Expressed
in U.S. dollars)


(Unaudited)





Three
      Months
                  Ended
                  October
      31,
                  2010
                
                
                Three
      Months
                  Ended
                  October
      31,
                  2009
                
                
                Nine
      Months
                  Ended
                  October
      31,
                  2010
                
                
                Nine
      Months
                  Ended
                  October
      31,
                  2009$
                
                
                $
                
                
                $
                
                
                $Operating
      ActivitiesEarnings
      (loss) for the period
                
                
                (1,027,584
                )
                
                
                81,155
                
                
                
                (1,792,727
                )
                
                
                (848,145
                )Adjustments
      to reconcile earnings (loss) for the period to net cash used in operating
      activities:Depletion
      and accretion (Notes 3 and 4)
                
                
                100,503
                
                
                
                54,470
                
                
                
                232,298
                
                
                
                145,947Depreciation
      – property and equipment
                
                
                5,288
                
                
                
                7,272
                
                
                
                19,152
                
                
                
                18,946Stock-based
      compensation (Notes 6 and 7)
                
                
                264,902
                
                
                
                131,763
                
                
                
                748,707
                
                
                
                402,226Gain
      on sale of assets
                
                
                -
                
                
                
                (783,612
                )
                
                
                (976,900
                )
                
                
                (908,233
                )Foreign
      exchange
                
                
                (9,464
                )
                
                
                29,466
                
                
                
                (22,579
                )
                
                
                (680,346
                )Asset
      retirement costs (Note 4)
                
                
                -
                
                
                
                (17,447
                )
                
                
                -
                
                
                
                (23,956
                )Changes
      in operating working capitalForeign
      exchange
                
                
                483
                
                
                
                (860
                )
                
                
                1,739
                
                
                
                (5,354
                )Prepaid
      expenses
                
                
                (150,087
                )
                
                
                22,840
                
                
                
                (318,786
                )
                
                
                (781
                )Other
      receivables
                
                
                (70,523
                )
                
                
                22,860
                
                
                
                (28,556
                )
                
                
                706,104Accounts
      payable
                
                
                231,716
                
                
                
                574
                
                
                
                (150,201
                )
                
                
                (153,828
                )Accrued
      liabilities
                
                
                (21,951
                )
                
                
                3,622
                
                
                
                (29,473
                )
                
                
                9,361Cash
      Used in Operating Activities
                
                
                (676,717
                )
                
                
                (447,897
                )
                
                
                (2,317,326
                )
                
                
                (1,338,059
                )Financing
      ActivitiesProceeds
      from issuance of common stock
                
                
                878,999
                
                
                
                -
                
                
                
                10,351,956
                
                
                
                -Share
      issuance costs
                
                
                (23,401
                )
                
                
                -
                
                
                
                (796,932
                )
                
                
                -Cash
      Provided by Financing Activities
                
                
                855,598
                
                
                
                -
                
                
                
                9,555,024
                
                
                
                -Investing
      ActivitiesPurchase
      of  property and equipment
                
                
                -
                
                
                
                (2,222
                )
                
                
                -
                
                
                
                (25,729
                )Oil
      and gas property expenditures (Note 3)
                
                
                (1,079,792
                )
                
                
                (273,586
                )
                
                
                (11,955,610
                )
                
                
                (2,418,364
                )Cash
      advances from partners
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (677,843
                )Proceeds
      received from the sale of oil and gas properties
                
                
                -
                
                
                
                744,408
                
                
                
                976,900
                
                
                
                877,733Cash
      Used by Investing Activities
                
                
                (1,079,792
                )
                
                
                468,600
                
                
                
                (10,978,710
                )
                
                
                (2,244,203
                )Foreign
      exchange change on cash and cash equivalents
                
                
                8,984
                
                
                
                (30,616
                )
                
                
                20,841
                
                
                
                642,908Change
      in Cash and Cash Equivalents
                
                
                (891,927
                )
                
                
                (9,913
                )
                
                
                (3,720,171
                )
                
                
                (2,939,354
                )Cash
      and Cash Equivalents – Beginning of Period
                
                
                2,050,357
                
                
                
                5,520,030
                
                
                
                4,878,601
                
                
                
                8,449,471Cash
      and Cash Equivalents – End of Period
                
                
                1,158,430
                
                
                
                5,510,117
                
                
                
                1,158,430
                
                
                
                5,510,117





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




5




Triangle
Petroleum Corporation


Statement
of Stockholders’ Equity


Nine
Months Ended October 31, 2010


(Expressed
in U.S. dollars)


(Unaudited)





AdditionalCommon
      Stock
                    
                    
                    Paid-inShares
      #
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Warrants
                    
                    
                    Deficit
                    
                    
                    Total(Note 2(b))
                    
                    
                    $
                    
                    
                    $
                    
                    
                    $
                    
                    
                    $
                    
                    
                    $Balance
      – January 31, 2010
                    
                    
                    6,992,604
                    
                    
                    
                    70
                    
                    
                    
                    81,950,705
                    
                    
                    
                    4,237,100
                    
                    
                    
                    (63,704,645
                    )
                    
                    
                    22,483,230Stock
      options exercised
                    
                    
                    79,167
                    
                    
                    
                    1
                    
                    
                    
                    234,956
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    234,957Common
      shares issued (net of costs of $773,531) at a price of $3.30 per
      share
                    
                    
                    2,799,394
                    
                    
                    
                    28
                    
                    
                    
                    8,464,441
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    8,464,469Common
      shares issued (net of costs of $23,401) at a price of $4.30 per
      share
                    
                    
                    204,419
                    
                    
                    
                    2
                    
                    
                    
                    855,596
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    855,598Common
      shares issued pursuant to termination agreements at a deemed price of
      $6.00 per share (Note 6)
                    
                    
                    30,000
                    
                    
                    
                    -
                    
                    
                    
                    180,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    180,000Expired
      warrants (Note 5)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    4,237,100
                    
                    
                    
                    (4,237,100
                    )
                    
                    
                    -
                    
                    
                    
                    -Stock-based
      compensation (Notes 6 and 7)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    568,707
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    568,707Net
      loss for the period
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (1,792,727
                    )
                    
                    
                    (1,792,727
                    )Balance
      – October 31, 2010
                    
                    
                    10,105,584
                    
                    
                    
                    101
                    
                    
                    
                    96,491,505
                    
                    
                    
                    -
                    
                    
                    
                    (65,497,372
                    )
                    
                    
                    30,994,234





Triangle
Petroleum Corporation


Statement
of Stockholders’ Equity


Nine
Months Ended October 31, 2009


(Expressed
in U.S. dollars)


(Unaudited)





AdditionalCommon
      Stock
                  
                  
                  Paid-inShares
      #
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Warrants
                  
                  
                  Deficit
                  
                  
                  Total(Note 2(b))
                  
                  
                  $
                  
                  
                  $
                  
                  
                  $
                  
                  
                  $
                  
                  
                  $Balance
      – January 31, 2009
                  
                  
                  6,992,604
                  
                  
                  
                  70
                  
                  
                  
                  81,156,344
                  
                  
                  
                  4,237,100
                  
                  
                  
                  (61,564,544
                  )
                  
                  
                  23,828,970Stock-based
      compensation (Notes 6 and 7)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  402,226
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  402,226Net
      loss for the period
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (848,145
                  )
                  
                  
                  (848,145
                  )Balance
      – October 31, 2009
                  
                  
                  6,992,604
                  
                  
                  
                  70
                  
                  
                  
                  81,558,570
                  
                  
                  
                  4,237,100
                  
                  
                  
                  (62,412,689
                  )
                  
                  
                  23,383,051





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.  The Company’s primary exploration and development acreage
is located in the Williston Basin of North Dakota and the Horton Bluff formation
of the Maritimes Basin of Eastern Canada. The Company also has minor producing
properties in the Fort Worth Basin.





1.
      Nature of Operations





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. The Company expects that significant additional
exploration and development activities will be necessary to establish proved
reserves and to commercialize the oil and gas properties.





The
Company believes that it has sufficient funds, including those raised in
November 2010 (Note 8), to maintain its interest in the existing properties and
to maintain core operating, exploration and development activities through to
October 31, 2011. The Company monitors its expenditure budgets and adjusts its
expenditure plans to conform to available funding. The Company plans to fund
exploration and development activities through existing cash resources and in
the future by offering debt or equity securities, farm-out arrangements or other
means as required.





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 the Company’s financial position at
October 31, 2010 and its operations and cash flows for the three and nine month
periods ended October 31, 2010 and 2009. 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
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 the Company’s Annual Report on Form
10-K for the year ended January 31, 2010.





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)





(b)    Share
Consolidation





Effective
November 5, 2010, the Company completed a 1-for-10 reverse stock split and
amended its articles of incorporation to decrease the number authorized common
stock from 150 million shares to 70 million shares. The October 31, 2010 interim
financial statements have been adjusted to reflect the 1-for-10 reverse stock
split. Information with respect to common shares, stock based compensation
arrangements and loss/earnings per share have been adjusted in the current and
comparative periods to reflect the 1-for-10 reverse stock split. In addition,
the par value of common stock has been adjusted for the 1-for-10 reverse stock
split with a corresponding adjustment to additional paid-in capital for all
periods/transactions presented in the October 31, 2010 interim financial
statements.





3.
            Oil
      and Gas Properties





Nine
months ended October 31, 2010:





Costs
                  
                  
                  Depletion
                  
                  
                  Net
      CarryingOpening
                  
                  
                  Additions
                  
                  
                  Closing
                  
                  
                  Opening
                  
                  
                  Additions
                  
                  
                  Closing
                  
                  
                  Value$
                  
                  
                  $
                  
                  
                  $
                  
                  
                  $
                  
                  
                  $
                  
                  
                  $
                  
                  
                  $Proved
      Properties
                  
                  
                  -
                  
                  
                  
                  805,251
                  
                  
                  
                  805,251
                  
                  
                  
                  -
                  
                  
                  
                  35,844
                  
                  
                  
                  35,844
                  
                  
                  
                  769,407Unproven
      Properties
                  
                  
                  36,660,276
                  
                  
                  
                  11,769,351
                  
                  
                  
                  48,429,627
                  
                  
                  
                  17,876,901
                  
                  
                  
                  -
                  
                  
                  
                  17,876,901
                  
                  
                  
                  30,552,726Total
                  
                  
                  36,660,276
                  
                  
                  
                  12,574,602
                  
                  
                  
                  49,234,878
                  
                  
                  
                  17,876,901
                  
                  
                  
                  35,844
                  
                  
                  
                  17,912,745
                  
                  
                  
                  31,322,133





For the
nine month period ended October 31, 2010, the Company’s net cash outflow for oil
and gas additions was $11,955,610, including cash additions of $12,586,593 less
$630,983 of changes in investing working capital during the first three quarters
of fiscal 2011. Net non-cash additions of ($11,991) included ($29,394) of ARO
dispositions and $17,403 of ARO additions.





Proved
Properties





At
October 31, 2010, the net carrying value of proved properties was $769,407
(January 31, 2010 – nil), comprised of assets in the Williston Basin (North
Dakota).





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:





October 31, 2010
                      $
                    
                    
                    January 31, 2010
                      $Windsor
      Block of Maritimes Basin  (Nova Scotia)
                    
                    
                    18,881,330
                    
                    
                    
                    18,783,375Williston
      Basin (North Dakota)
                    
                    
                    11,671,396
                    
                    
                    
                    -Total
      unproven acquisition and exploration costs
                    
                    
                    30,552,726
                    
                    
                    
                    18,783,375





The
Company has an 87% working interest in 474,625 gross acres (412,924 net acres)
in the Windsor Sub-Basin of the Maritimes Basin located in the Province of Nova
Scotia, Canada (the “Windsor Block”) and serve as operator. Effective April 15,
2009, the Nova Scotia government issued a 10 year production lease covering the
lands.


8




Triangle
Petroleum Corporation


Notes to
the Consolidated Financial Statements


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


(Unaudited)





The
production lease and work program for the Windsor Block will be due for review
in April 2014 with the Province of Nova Scotia. The Company is currently
soliciting interest from industry parties to participate in the drilling of a
test well to evaluate an identified seismic structure and to participate in a
joint venture to further evaluate the potential on the Windsor
Block.





During
the first three quarters of fiscal 2011, the Company acquired undeveloped land
for a cost of $8,490,243 and incurred drilling and completion costs of
$3,169,000 in the Williston Basin of North Dakota.





4.
            Asset
      Retirement Obligations





Nine Months
                    October 31, 2010
                    $
                  
                  
                  Nine Months
                    October 31, 2009
                    $Balance,
      beginning of period
                  
                  
                  1,180,515
                  
                  
                  
                  727,862Liabilities
      incurred
                  
                  
                  17,403
                  
                  
                  
                  375,254Liabilities
      settled as part of disposition
                  
                  
                  (29,394
                  )
                  
                  
                  (39,375
                  )Liabilities
      settled in cash
                  
                  
                  -
                  
                  
                  
                  (23,956
                  )Accretion
                  
                  
                  196,454
                  
                  
                  
                  107,166Balance,
      end of period
                  
                  
                  1,364,978
                  
                  
                  
                  1,146,951





5.
            Warrants





As at
January 31, 2010, the Company had 9,128,750 warrants outstanding that were
exercisable into 9,128,750 shares of common stock at a price of $2.25 per share.
No warrants were exercised and all warrants expired on June 3,
2010.





6.
            Stock
      Options





During
the three and nine month periods ended October 31, 2010, the Company recorded
stock-based compensation expense for stock options, Deferred Share Unit (see
Note 7) and termination agreements of $264,902 and $748,707 (2009 – $131,763 and
$402,226). In the second quarter of fiscal 2011, the Company issued 30,000
common shares to former employees pursuant to various termination agreements at
a deemed price of $6.00 per share for consideration of $180,000. A summary of
the outstanding stock options is as follows:





Options
                        #
                      
                      
                      Weighted
                        Average
                        Exercise
      Price
                        $
                      
                      
                      Aggregate
                        Intrinsic
                        Value
                        $Outstanding,
      January 31, 2010
                      
                      
                      570,000
                      
                      
                      
                      5.20
                      
                      
                      
                      -Exercised
                      
                      
                      (79,167
                      )
                      
                      
                      2.40
                      
                      
                      
                      -Cancelled
                      
                      
                      (85,000
                      )
                      
                      
                      24.70
                      
                      
                      
                      -Forfeited
                      
                      
                      (65,833
                      )
                      
                      
                      2.40
                      
                      
                      
                      -Outstanding
      October 31,2010
                      
                      
                      340,000
                      
                      
                      
                      1.50
                      
                      
                      
                      1,513,960Exercisable,
      October 31, 2010
                      
                      
                      20,000
                      
                      
                      
                      2.50
                      
                      
                      
                      61,320




9




Triangle
Petroleum Corporation


Notes to
the Consolidated Financial Statements


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


(Unaudited)





The
weighted average remaining contractual life of stock options outstanding as at
October 31, 2010 was 3.9 years. As at
October 31, 2010, there was $242,141 of total unrecognized stock-based
compensation costs related to non-vested share-based compensation arrangements
which are expected to be recognized over a weighted-average period of 24
months.





A summary
of the status of the Company’s non-vested share options as of October 31, 2010,
and changes during the nine month period ended October 31, 2010, is as
follows:





Options
                      #
                    
                    
                    Weighted
                      Average
                      Grant-Date
                      Fair Value
                      $Non-vested
      at January 31, 2010
                    
                    
                    386,333
                    
                    
                    
                    1.20Cancelled
                    
                    
                    (3,000
                    )
                    
                    
                    7.80Forfeited
                    
                    
                    (55,000
                    )
                    
                    
                    1.20Vested
                    
                    
                    (8,333
                    )
                    
                    
                    2.10Non-vested
      at October 31, 2010
                    
                    
                    320,000
                    
                    
                    
                    1.10




7.  Deferred
      Share Units





Effective
      February 2, 2010, the Company implemented a Deferred Share Unit (“DSU”)
      pursuant to the existing Stock Option Plan (2009). A DSU vests and will be
      automatically exchanged on a one-for-one basis for common shares issued
      from treasury equal to the number of DSU’s
  granted.





Deferred
                        Share Units
                        #
                      
                      
                      Aggregate
                        Intrinsic Value
                        $Outstanding,
      January 31, 2010
                      
                      
                      -
                      
                      
                      
                      -Granted
      - one year vesting
                      
                      
                      215,000
                      
                      
                      
                      1,260,000Granted
      - three year vesting
                      
                      
                      86,000
                      
                      
                      
                      516,000Outstanding
      October 31, 2010
                      
                      
                      301,000
                      
                      
                      
                      1,806,000Exercisable,
      October 31, 2010
                      
                      
                      -
                      
                      
                      
                      -





The
stock-based compensation associated with the DSU’s was based on the number of
DSU’s granted multiplied by the trading price of the common shares on the grant
date. The forfeiture rate applied to the one year vesting DSU’s is 0% and to the
three year vesting DSU’s is 10%. The estimated cost of the DSU’s is being
expensed over one year or three year vesting period, as applicable. As at
October 31, 2010, there was $626,519 of total unrecognized stock-based
compensation costs related to DSU’s which are expected to be recognized over a
weighted-average period of 12 months.




10




Triangle
Petroleum Corporation


Notes to
the Consolidated Financial Statements


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


(Unaudited)





8.
            Subsequent
      Events


On
November 5, 2010, the Company’s common stock began trading on the NYSE Amex
under the symbol "TPLM." In connection with its listing on the NYSE Amex, the
Company's common stock ceased trading on the OTC Bulletin Board and continued
trading on the TSX Venture Exchange under the new symbol "TPO." The Company's
1-for-10 reverse stock became effective for trading purposes as of November 5,
2010.


In
November 2010, Triangle completed the offering of 12,420,000 common shares
(adjusted for the 1 for 10 reverse stock split) at a price of $5.50 per share
for gross proceeds of $68.3 million. The net proceeds to the Company of this
offering, after deducting underwriting discounts and commissions and other
estimated offering expenses, is expected to be approximately $62.6
million.


On
October 25, 2010, Triangle announced the acquisition of substantially all the
assets of Williston Exploration LLC, a private company, for consideration of up
to $2.2 million of cash and up to 433,500 common shares. The closing, which is
subject to various conditions, is scheduled to occur in two parts in December
2010 and February 2011.




On
December 2, 2010, the Board of Directors of the Company granted senior
executives 183,636 shares of restricted stock that will not become effective
until approval by the stockholders of the Company of a new equity incentive plan
in 2011. Once approved the restricted stock will vest in full on January 31,
2012 subject to the continued service of the executives.




11




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





Management's Discussion and Analysis
of Financial Condition and Results of Operations includes a number of
forward-looking statements that reflect our 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 and statements 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
our
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
oil and natural gas exploration company currently focused on the acquisition and
development of unconventional shale oil resources. In late 2009, we adopted a
new investment strategy shifting our area of focus from the Maritimes Basin in
the Province of Nova Scotia to the Bakken Shale and Three Forks formations in
the Williston Basin of North Dakota and Montana.  To date, we have
acquired over 11,300 net acres primarily in McKenzie and Williams Counties of
North Dakota. Having identified an area of focus in the Bakken Shale that we
believe will generate attractive returns on invested capital; we are continuing
to explore further opportunities in the region with a goal of reaching 30,000
net acres by the end of 2011.





In the
Maritimes Basin, we hold over 400,000 net acres with numerous conventional and
unconventional objectives, including the Windsor and Horton Shales. As a result
of the processing and interpretation of our proprietary 2D seismic data, we have
identified a conventional exploration opportunity that we believe could hold
significant natural gas reserves. We are currently marketing the prospect to
industry partners as a farm-out opportunity and propose to enter into an
agreement whereby we would maintain a working interest position and potential
partners would agree to cover 100% of the capital costs of an initial
exploration well.





Properties





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





Plan
of Operations




Williston Basin –We have non-operated leasehold positions in the Williston
Basin.  The operations of our non-operated leasehold positions are
conducted primarily through agreements with Slawson Exploration Company, Inc.
(“Slawson”) and Kodiak Oil and Gas Corp. (“Kodiak”).  Both companies
are experienced operators focused on the development of the Bakken Shale and
Three Forks formations.  We are seeking to acquire additional acreage
outside of these agreements.




12




During
the first three quarters of fiscal 2011, the Company spent $8,490,243 to acquire
approximately 11,300 net acres in the Williston basin in North Dakota as
part of the ongoing leasehold acquisitions pursuant to the Slawson Agreement and
as  joint venture partner with Kodiak in the Grizzly
area.





We have
entered into a joint participation agreement, effective January 15, 2010 (the
“Slawson Agreement”) with Slawson to acquire and develop acreage in known areas
of production from the Bakken Shale and Three Forks formations.The Slawson Agreement is
confined to an agreed upon area of mutual interest (“AMI”) within the Rough
Rider area of McKenzie and Williams Counties in North Dakota.  We have
acquired approximately 5,200 net acres to date under the Slawson Agreement and
have identified numerous drilling locations with plans to spud our first well
between late 2010 and early 2011. Under the terms of the Slawson Agreement, we
agree to pay 33% of the gross well costs and between a 20% and 60% premium of
our pro rata share of leasehold acquisition costs to earn a 30% working interest
in all wells drilled within the AMI through January 15, 2012. We believe the
terms of the Slawson Agreement are consistent with industry practice and will
result in net costs to us that are substantially lower than we could achieve on
our own.




The first
well of our joint venture with Slawson has spud on October 30, 2010. The
well, Bonanza #1-21-16H, is located in the Rough Rider area in McKenzie County.
We currently anticipate that Slawson will drill an additional nine wells in the
Rough Rider area during the remainder of 2010 and 2011.




In May
2010, we entered into an agreement with Kodiak pursuant to which we have the
opportunity to acquire approximately 2,600 net acres in the Grizzly area. Under
the terms of the agreement, we agreed to pay $3.2 million to Kodiak in the form
of future drilling carry for a 30% working interest in the Grizzly area. After
the $3.2 million has been expended, we will have earned our 2,600 net acres,
with all future wells to be drilled according to our working interest position.
As described below, we have drilled three gross wells in the Grizzly area, two
of which are awaiting completion and one of which has been production tested and
is being prepared for production. We anticipate drilling one additional well by
fiscal year-end.




Using
industry-accepted well-spacing parameters and a combination of short and long
laterals, we believe that there could be over 100 unrisked drilling locations
for the Bakken Shale and Three Forks formations on our acreage in the Williston
Basin. Based on current industry expectations, we believe we can drill up to
eight 9,500 foot lateral wells on 1,280 acre spacing units within our acreage.
Consistent with leading field operators, we plan to perform multi-stage fracs
with 25 to 30 stages on each lateral well. We also plan to drill shorter
laterals on smaller units as dictated by our leasehold position.





In May
2010, we announced our plans to participate in the Roedeske Federal #12-21H well
in McKenzie County with an approximate 15% working interest. The 9,000 foot
lateral well was drilled on a 1,280 acre spacing unit and is awaiting completion
with a 22-stage frac job. The well is operated by XTO Energy Inc. This well was
spud in the third quarter of fiscal 2011.




In June
2010, we commenced a two well drilling program in the Grizzly area with Kodiak
as operator. The first well, the Grizzly #13-6H, is a 4,000 foot lateral
re-entry of an existing wellbore. The estimated gross costs are $3.2 million and
we have an approximate 26% working interest in this well. We anticipate that
this well will be completed in the fourth quarter of fiscal 2011. The second
well, the Grizzly #1-27H, is a 9,000 foot lateral well was being drilled on a
1,280 acre spacing unit. This well experienced mechanical difficulties during
completion resulting in only 10 of 24 initially planned stages being completed,
reducing the estimated cost of the well. The well produced 507 Boe during its
initial 24 hour test and is currently being prepared for production. The gross
estimated costs are $5.7 million and we have an approximate 26% working interest
in this well. The Company also acquired an approximate 26% working interest in
one oil well in the Grizzly area for a cost of $0.8 million. This oil well has
an estimated production capability of 55 Boepd (15 Boepd net).


13


Effective
October 22, 2010 Triangle announced a joint venture with Oppenheimer Global
Resource Private Equity Fund I and a related co-investment fund ("OGR"), each a
New York based investment fund managed by an affiliate of Oppenheimer & Co,
Inc. OGR has made a $25 million capital commitment to co-invest with Triangle in
its future acquisition and development of assets in the North Dakota Bakken
Shale play. $10 million of OGR's initial capital, which OGR has the right to
increase up to $19 million, is allocated for leasehold acquisition with the
remainder available for well development. Under the agreement, OGR has the right
to participate in up to 25% of future Triangle activity in the Williston Basin.
OGR will pay its share of leasehold costs in all leases in which it
participates, plus a premium to Triangle equal to an additional percentage of
lease acquisition costs which is designed to remunerate Triangle for its
services in sourcing and managing the acreage activity in the Williston Basin.
The acreage premium varies depending upon the level of lease acquisition costs.
OGR will also bear 25% of all of Triangle's brokerage costs in the region. In
addition, OGR will pay its proportional share of all drilling & completion
costs, plus a 10% premium thereof to Triangle for its services associated with
well development. Triangle will also earn an annual management fee as G&A
reimbursement. Future leasehold acquisition pursuant to Triangle's joint venture
with Slawson Exploration is excluded from the OGR agreement.




Triangle
also announced the acquisition of substantially all the assets of Williston
Exploration LLC ("Williston"), a privately held Texas based company. The assets,
approximately 1,732 net undeveloped acres in Williams County, North Dakota, are
in contiguous blocks in 3 separate 1,280 acre drilling units and will provide
Triangle's first operated drilling locations. Total consideration will be up to
$2.2 million of cash and up to 433,500 shares of Triangle stock. The closing,
which is subject to typical conditions and financing, is scheduled to occur in
two parts in December 2010 and February 2011.




Beginning
in the fourth quarter of 2010, we believe we will participate in the drilling of
up to 20 gross (5.3 net) wells by the end of 2011. We anticipate participating
in two gross (1.25 net) wells in the acreage being acquired from Williston, 10
gross (2.0 net) wells on our Slawson AMI, two to four gross (0.7 to 1.40 net)
wells in the Grizzly area and up to four gross (0.6 net) wells in our other
non-operated areas. With an average drilling and completion cost of $7.0 million
per well, we have budgeted a range of anticipated drilling capital costs of $30
million to $40 million over this period.





On Shore
Exploration Program –Nova Scotia–We have an 87% working
interest in approximately 474,625 gross acres (approximately 412,924 net acres)
in the Windsor Sub-Basin of the Maritimes Basin located in the Province of Nova
Scotia, Canada (the “Windsor Block”) and serve as operator of the Windsor Block.
In October 2009, we completed an approximately 30 square kilometer 2D seismic
program on the Windsor Block. This data was processed and interpreted in the
fiscal quarter ending January 31, 2010. We believe that this seismic program,
combined with the three completion operations on previously drilled vertical
exploration wells, satisfied the first-year requirements of our 10-year
production lease.





We are
continuing to evaluate the anticipated performance and viability of our working
interest in the Windsor Block. In the course of such evaluations, we intend to
consider a range of options available under our existing production lease,
including potential farm-outs or divestitures of some or all of our
leaseholdings. We do not currently plan on devoting any of our 2010 capital
budget to our Maritimes Basin operations.





Based on
the interpretation of the seismic data, a conventional closed structure has been
identified on the Windsor Block. We are currently soliciting interest from
industry parties to participate in the drilling of a test well to evaluate the
newly identified seismic structure and to participate in a joint venture to
further evaluate the potential on the Windsor Block.





Other
Properties





Non-Core
Producing Properties –We were producing from one well in the Alberta
Deep Basin of Canada, which was sold in May 2010 along with the associated
undeveloped acreage for approximately $977,000 in cash. The Company also has
production from three low working interest shale gas wells in the Barnett Shale
trend of the Fort Worth Basin of Texas, although we consider the production
volumes to be immaterial.


14


Non-Core
Undeveloped Properties–We have 4,427non-operated net acres
in the U.S. Rocky Mountains and 3,024 net acres in the Alberta Deep Basin of
Canada. In fiscal 2010, there was no exploration activity on these undeveloped
land positions and there continues to be no exploration activity planned for
these projects in fiscal 2011.





Results
of operations for the three and nine months ended October 31, 2010 compared to
the three and nine months ended October 31, 2009





Daily Sales Volumes, Working
Interest before royalties





Three Months
                    Ended
                    October 31,
                    2010
                  
                  
                  Three Months
                    Ended
                    October 31,
                    2009
                  
                  
                  Nine Months
                    Ended
                    October 31,
                    2010
                  
                  
                  Nine Months
                    Ended
                    October 31,
                    2009Natural
      gas productionBarnett
      Shale in Texas, USA
                  
                  Mcf/day
                  
                  
                  49
                  
                  
                  
                  35
                  
                  
                  
                  54
                  
                  
                  
                  49Deep
      Basin in Alberta, Canada
                  
                  Mcf/day
                  
                  
                  -
                  
                  
                  
                  56
                  
                  
                  
                  4
                  
                  
                  
                  54Williston
      Basin in North Dakota
                  
                  Mcf/day
                  
                  
                  23
                  
                  
                  
                  -
                  
                  
                  
                  8
                  
                  
                  
                  -Total
      Company-natural gas
                  
                  Mcf/day
                  
                  
                  71
                  
                  
                  
                  91
                  
                  
                  
                  66
                  
                  
                  
                  103Total
      Company-natural gas
                  
                  Boe/day*
                  
                  
                  12
                  
                  
                  
                  15
                  
                  
                  
                  11
                  
                  
                  
                  17Oil/NGL
      productionWilliston
      Basin in North Dakota
                  
                  Boe/day
                  
                  
                  16
                  
                  
                  
                  -
                  
                  
                  
                  5
                  
                  
                  
                  -Deep
      Basin in Alberta, Canada
                  
                  Boe/day
                  
                  
                  -
                  
                  
                  
                  2
                  
                  
                  
                  1
                  
                  
                  
                  2Total
      Company-oil/ngl
                  
                  Oil/day
                  
                  
                  16
                  
                  
                  
                  2
                  
                  
                  
                  6
                  
                  
                  
                  2Total
      Company-boe
                  
                  Boe/day*
                  
                  
                  28
                  
                  
                  
                  17
                  
                  
                  
                  17
                  
                  
                  
                  19





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





Net Operating
Results





Three Months
                        Ended
                        October 31,
                        2010
                      
                      
                      Three Months
                        Ended
                        October 31,
                        2009
                      
                      
                      Nine Months
                        Ended
                        October 31,
                        2010
                      
                      
                      Nine Months
                        Ended
                        October 31,
                        2009Natural
      gas volumes
                      
                      Mcf
                      
                      
                      6,536
                      
                      
                      
                      8,434
                      
                      
                      
                      17,910
                      
                      
                      
                      28,167Price
                      
                      $/Mcf
                      
                      
                      3.40
                      
                      
                      
                      3.27
                      
                      
                      
                      4.33
                      
                      
                      
                      3.27Oil
      and ngl volumes
                      
                      Bbl
                      
                      
                      1,435
                      
                      
                      
                      178
                      
                      
                      
                      1,532
                      
                      
                      
                      580Price
                      
                      $/Bbl
                      
                      
                      65.03
                      
                      
                      
                      33.88
                      
                      
                      
                      64.83
                      
                      
                      
                      29.94Revenue
                      
                      
                      
                      $
                      115,585
                      
                      
                      $
                      33,622
                      
                      
                      $
                      176,946
                      
                      
                      $
                      109,606Royalties
                      
                      
                      
                      
                      15,141
                      
                      
                      
                      4,277
                      
                      
                      
                      34,780
                      
                      
                      
                      17,174Revenue,
      net of royalties
                      
                      
                      
                      
                      100,444
                      
                      
                      
                      29,345
                      
                      
                      
                      142,166
                      
                      
                      
                      92,432Production
      expenses
                      
                      
                      
                      
                      23,911
                      
                      
                      
                      20,893
                      
                      
                      
                      37,406
                      
                      
                      
                      73,469Net
                      
                      
                      
                      $
                      76,533
                      
                      
                      $
                      8,452
                      
                      
                      $
                      104,760
                      
                      
                      $
                      18,963


15


For the
three and nine month periods ended October 31, 2010, we realized $115,585 and
$176,946, respectively, in revenue from sales of natural gas and natural gas
liquids, as compared to $33,622 and $109,606 in the same periods of the prior
year. Revenue increased mainly due to the acquisition of the Grizzly 4-11
producing well. Royalties as a percent of revenue were 13% and 20% for the three
and nine month periods ended October 31, 2010, respectively, compared with 13%
and 16% in the same periods of the prior year. Production expenses related to
this revenue were $9.47/Boe and $8.28/Boe for the three and nine month periods
ended October 31, 2010, respectively, compared to $13.20/Boe and $13.93/Boe in
the same periods of the prior year. The decrease in the per Boe rate in the
three and nine month period ended October 31, 2010 was mainly due to the lower
maintenance costs of wells and positive adjustments to miscellaneous operating
cost from our partner operated wells.





Depletion, Depreciation and Accretion





Three Months
                    Ended
                    October 31,
                    2010
                  
                  
                  Three Months
                    Ended
                    October 31,
                    2009
                  
                  
                  Nine Months
                    Ended
                    October 31,
                    2010
                  
                  
                  Nine Months
                    Ended
                    October 31,
                    2009Depletion
      – oil and gas properties
                  
                  $
                  35,844
                  
                  
                  $
                  8,434
                  
                  
                  $
                  35,844
                  
                  
                  $
                  38,781Accretion
                  
                  
                  64,659
                  
                  
                  
                  46,036
                  
                  
                  
                  196,454
                  
                  
                  
                  107,166Depletion
      and Accretion
                  
                  
                  100,503
                  
                  
                  
                  54,470
                  
                  
                  
                  232,298
                  
                  
                  
                  145,947Depreciation
      – property and equipment
                  
                  
                  5,288
                  
                  
                  
                  7,272
                  
                  
                  
                  19,152
                  
                  
                  
                  18,946Total
                  
                  $
                  105,791
                  
                  
                  $
                  61,742
                  
                  
                  $
                  251,450
                  
                  
                  $
                  164,893





Unproven
property costs of $30,552,726 (January 31, 2010 – $18,783,375) were excluded
from costs subject to depletion at October 31, 2010.





General and Administrative
(“G&A”)





Three Months
                    Ended
                    October 31,
                    2010
                  
                  
                  Three Months
                    Ended
                    October 31,
                    2009
                  
                  
                  Nine Months
                    Ended
                    October 31,
                    2010
                  
                  
                  Nine Months
                    Ended
                    October 31,
                    2009Salaries,
      benefits and consulting fees
                  
                  $
                  358,744
                  
                  
                  $
                  288,339
                  
                  
                  
                  911,120
                  
                  
                  $
                  1,053,322Office
      costs
                  
                  
                  215,847
                  
                  
                  
                  124,943
                  
                  
                  
                  524,422
                  
                  
                  
                  428,070Professional
      fees
                  
                  
                  80,542
                  
                  
                  
                  25,975
                  
                  
                  
                  273,033
                  
                  
                  
                  209,823Public
      company costs
                  
                  
                  86,132
                  
                  
                  
                  57,130
                  
                  
                  
                  204,134
                  
                  
                  
                  242,185Operating
      overhead recoveries
                  
                  
                  (100
                  )
                  
                  
                  (9,936
                  )
                  
                  
                  (224
                  )
                  
                  
                  (42,264
                  )Total
      G&A
                  
                  $
                  741,165
                  
                  
                  $
                  486,451
                  
                  
                  $
                  1,912,485
                  
                  
                  $
                  1,891,136





G&A
expenses increased in the three and nine month periods ended October 31, 2010
compared to the same periods of the prior year primarily due to the
following:





·
            Salaries,
      benefits and consulting fees increased by $70,405 in the three month
      period ended October 31, 2010 as compared to the three months ended
      October 31, 2009, as the Company added staff to begin implementing the
      corporate strategy and decreased by $142,202 in nine month periods ended
      October 31, 2010, mainly due to reduced consulting fees as compared to the
      nine month period ended October 31, 2009;
and


·
            Office
      costs increased by $90,904 and $96,352 the three and nine month periods
      ending October 31, 2010 respectively, mainly due to the Company opening an
      office in Denver, Colorado.


16


Oil and Natural Gas
Properties




Net Book Value
                    January 31,
                    2010
                  
                  
                  Additions
                  
                  
                  Depletion and
                    Impairment
                  
                  
                  Dispositions
                  
                  
                  Gain
                    (Loss)
                  
                  
                  Net Book
                    Value
                    October 31,
                    2010UnprovenWindsor
      Block Maritimes Shale – Nova Scotia, Canada
                  
                  $
                  18,783,375
                  
                  
                  $
                  97,955
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  18,881,330Williston
      Basin – North Dakota
                  
                  
                  -
                  
                  
                  
                  11,671,396
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  11,671,396Western
      Canadian Shale – Alberta and B.C., Canada
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (976,900
                  )
                  
                  
                  976,900
                  
                  
                  
                  -ProvedWilliston
      Basin – North Dakota
                  
                  
                  -
                  
                  
                  
                  805,251
                  
                  
                  
                  (35,844
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  769,407Total
      Proved and Unproven
                  
                  $
                  18,783,375
                  
                  
                  $
                  12,574,602
                  
                  
                  $
                  (35,844
                  )
                  
                  $
                  (976,900
                  )
                  
                  $
                  976,900
                  
                  
                  $
                  31,322,133





During
the nine month period ended October 31, 2010, we focused on land acquisitions
and drilling programs in the Williston Basin and spent $12.5 million primarily
for:





·
            acquiring
      approximately 11,300 net acres for a cost of $8.5
  million,


·
            drilling
      the Grizzly 13-6H-T147N-R104W horizontal well for a net cost of $1.0
      million,


·
            drilling
      the Grizzly 1-27H-T148N-R105W horizontal well for a net cost of $2.0
      million


·
            drilling
      the XTO Roedeske 12-21 horizontal well for a net cost of $0.2 million
      and


·
            acquiring
      the Grizzly 4-11-T147N-R104W oil well for $0.8
  million.





Net Cash Oil and Natural Gas
Additions:





Nine Months
                      Ended
                      October 31,
                      2010
                    
                    
                    Nine Months
                      Ended
                      October 31,
                      2009Net
      additions, per above table
                    
                    $
                    12,574,602
                    
                    
                    $
                    2,029,220Non-cash
      ARO additions
                    
                    
                    (17,403
                    )
                    
                    
                    (375,254
                    )Non-cash
      ARO dispositions
                    
                    
                    29,394
                    
                    
                    
                    39,375Changes
      in investing working capital
                    
                    
                    (630,983
                    )
                    
                    
                    725,023Net
      oil and gas additions, per Statements of Cash Flows
                    
                    $
                    11,955,610
                    
                    
                    $
                    2,418,364





Liquidity
and Capital Resources




As of
October 31, 2010, we had working capital of $1,016,935, resulting primarily from
cash of $1,158,430, prepaid expenses of $933,682 and other receivables of
$162,740, offset by payables and accrued liabilities of $1,237,917.





For the
nine month period ended October 31, 2010, we had net cash outflow from operating
activities before changes in working capital of $1,792,049, mainly related to
$1,912,485 of cash G & A expenses. For the nine month period ended October
31, 2010, we had net cash inflow from financing activities of $9,555,024 from
the issuance of 3,003,813 common shares for net proceeds of $9,320,067 and
$234,957 of proceeds from 79,167 stock options that were exercised (both
adjusted for the 1 for 10 reverse stock split). For the nine month period ended
October 31, 2010, we had net cash outflow from investing activities of
$10,978,710 which includes (i) $8,490,243 for the acquisition of approximately
11,300 net acres in the Williston Basin, (ii) $3,169,000 for the costs of
drilling and completing 3.0 gross (0.7 net) wells and (iii) $0.8 million for the
acquisition of the Grizzly #4-11 oil well. Net cash outflows for Nova Scotia
were $127,350. Changes to investing working capital accounted for ($630,983),
primarily due to accounts payable in connection with the drilling of our three
wells in the Williston area. During the nine month period ended October 31,
2010, we received proceeds from the sale of the Wapiti property of
$976,900.


17




Beginning
in the fourth quarter of 2010, we believe we will participate in the drilling of
up to 20 gross (5.3 net) wells by the end of 2011. We anticipate participating
in two gross (1.25 net) wells in the acreage being acquired from Williston
Exploration LLC, 10 gross (2.0 net) wells on our Slawson AMI, two to four gross
(0.7 to 1.40 net) wells in the Grizzly Project and up to four gross (0.6 net)
wells in our other non-operated areas. With an average drilling and completion
cost of $7.0 million per well, we have budgeted a range of anticipated drilling
capital costs of $30 million to $40 million over this period.





We are
currently soliciting interest from industry parties to participate in the
drilling of a test well to evaluate the recently identified seismic structure
and to participate in a joint venture to further evaluate the potential on the
Windsor Block. There is a risk we may not secure a new joint operating partner
in the Windsor Block, which could result in a slowdown or suspension of
exploration on the Windsor Block. There are no significant capital expenditures
planned for the Windsor Block in fiscal 2011.


On
November 5, 2010, the Company’s common stock began trading on the NYSE Amex
under the symbol "TPLM." In connection with its listing on the NYSE Amex, the
Company's common stock ceased trading on the OTC Bulletin Board and continued
trading on the TSX Venture Exchange under the new symbol "TPO." The Company's
1-for-10 reverse stock became effective for trading purposes as of November 5,
2010.


In
November 2010, Triangle completed the offering of 12,420,000 common shares
(adjusted for the 1 for 10 reverse stock split) at a price of $5.50 per share
for gross proceeds of $68.3 million. The net proceeds to the Company of this
offering, after deducting underwriting discounts and commissions and other
estimated offering expenses, is expected to be approximately $62.6
million.


18


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. 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
and deferred share units 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.


19


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 October 31, 2010. 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 weakness, which
relate to internal control over financial reporting, that was related to
segregation of duties is:




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




As a
result of the existence of this material weakness as of October 31, 2010,
management has concluded that we did not maintain effective internal control
over financial reporting as of October 31, 2010, based on the criteria set forth
by COSO in Internal
Control-Integrated Framework.





The
Quarterly Report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our registered
public accounting firm pursuant to the rules of the Securities and Exchange
Commission.





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. As our activities levels increase, we will look to increase our
personnel resources to increase segregation of duties. When funds are available
to us and as operations increase, we will hire additional knowledgeable
personnel to further support our current accounting personnel, which management
estimates could cost in excess of $100,000 per annum.


20




(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.


21


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





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


22




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:  December
      7, 2010
              By:
              /s/ PETER HILLPeter
      HillChief
      Executive Officer (Principal Executive Officer)Date:  December
      7, 2010
              By:
              /s/ JON SAMUELSJon
      SamuelsChief
      Financial Officer (Principal Financial Officer and
                Principal
      Accounting Officer)


23