UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)


x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT
OF 1934





For
the Quarterly Period Ended April 30, 2010





o 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.)





Suite
800, 444 – 5th Avenue SW


Calgary,
Alberta


Canada
T2P 2T8


(Address
of Principal Executive Offices)





(403)
262-4471


(Registrant’s
telephone number, including area code)





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





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





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





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




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





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





As of
June 1, 2010, there were 98,711,648 shares of registrant’s common stock
outstanding.





TRIANGLE
PETROLEUM CORPORATION AND SUBSIDIARIES





INDEX





PART
      I.
                FINANCIAL
      INFORMATIONITEM
      1.
                Financial
      Statements
                
                3Consolidated
      balance sheets at April 30, 2010 and January 31, 2010
      (unaudited)
                
                3Consolidated
      statements of operations for the three months ended April 30, 2010 and
      2009 (unaudited)
                
                4Consolidated
      statements of cash flows for the three months ended April 30, 2010 and
      2009 (unaudited)
                
                5Consolidated
      statements of stockholders’ equity for the three months ended April 30,
      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
      – 17ITEM
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                
                18ITEM
      4T.
                Controls
      and Procedures
                
                18-19PART
      II.
                OTHER
      INFORMATIONITEM
      1
                Legal
      proceedings
                
                20ITEM
      1A
                Risk
      factors
                
                20ITEM
      2
                Unregistered
      sales of equity securities and use of proceeds
                
                20ITEM
      3
                Defaults
      upon senior securities
                
                20ITEM
      4
                Submission
      of matters to a vote of security holders
                
                20ITEM
      5
                Other
      information
                
                20ITEM
      6
                Exhibits
                
                20SIGNATURES
                
                21


2


Triangle
Petroleum Corporation


Consolidated
Balance Sheets


(Expressed
in U.S. dollars)


(Unaudited)





April 30,
                                                      2010
                                                      $
                                                    
                                                    
                                                    January 31,
                                                      2010
                                                      $ASSETSCurrent
      AssetsCash
      and cash equivalents
                                                    
                                                    
                                                    8,514,200
                                                    
                                                    
                                                    
                                                    4,878,601Prepaid
      expenses
                                                    
                                                    
                                                    387,636
                                                    
                                                    
                                                    
                                                    342,635Other
      receivables
                                                    
                                                    
                                                    99,295
                                                    
                                                    
                                                    
                                                    313,785Total
      Current Assets
                                                    
                                                    
                                                    9,001,131
                                                    
                                                    
                                                    
                                                    5,535,021Property
      and Equipment
                                                    
                                                    
                                                    32,223
                                                    
                                                    
                                                    
                                                    39,296Oil
      and Gas Properties (Note 3)
                                                    
                                                    
                                                    23,623,681
                                                    
                                                    
                                                    
                                                    18,783,375Total
      Assets
                                                    
                                                    
                                                    32,657,035
                                                    
                                                    
                                                    
                                                    24,357,692LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable
                                                    
                                                    
                                                    659,690
                                                    
                                                    
                                                    
                                                    574,723Accrued
      liabilities
                                                    
                                                    
                                                    104,199
                                                    
                                                    
                                                    
                                                    119,224Total
      Current Liabilities
                                                    
                                                    
                                                    763,889
                                                    
                                                    
                                                    
                                                    693,947Asset
      Retirement Obligations (Note 4)
                                                    
                                                    
                                                    1,244,994
                                                    
                                                    
                                                    
                                                    1,180,515Total
      Liabilities
                                                    
                                                    
                                                    2,008,883
                                                    
                                                    
                                                    
                                                    1,874,462Subsequent
      Events (Note 8)Stockholders’
      EquityCommon
      StockAuthorized:
      150,000,000 shares, par value $0.00001Issued:
      98,711,648 shares(January
      31, 2010 – 69,926,043 shares)
                                                    
                                                    
                                                    987
                                                    
                                                    
                                                    
                                                    699Additional
      Paid-In Capital
                                                    
                                                    
                                                    90,783,090
                                                    
                                                    
                                                    
                                                    81,950,076Warrants
      (Note 5)
                                                    
                                                    
                                                    4,237,100
                                                    
                                                    
                                                    
                                                    4,237,100Deficit
                                                    
                                                    
                                                    (64,373,025
                                                    )
                                                    
                                                    
                                                    (63,704,645
                                                    )Total
      Stockholders’ Equity
                                                    
                                                    
                                                    30,648,152
                                                    
                                                    
                                                    
                                                    22,483,230Total
      Liabilities and Stockholders’ Equity
                                                    
                                                    
                                                    32,657,035
                                                    
                                                    
                                                    
                                                    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
                                              April 30,
                                            
                                            
                                            Three
                                              Months
                                              Ended
                                              April 30,2010
                                            
                                            
                                            2009$
                                            
                                            
                                            $Revenue,
      net of royalties
                                            
                                            
                                            32,919
                                            
                                            
                                            
                                            33,904Operating
      ExpensesOil
      and gas production
                                            
                                            
                                            7,208
                                            
                                            
                                            
                                            20,701Depletion
      and accretion (Note 4)
                                            
                                            
                                            64,479
                                            
                                            
                                            
                                            41,215Depreciation
      – property and equipment
                                            
                                            
                                            7,073
                                            
                                            
                                            
                                            4,339General
      and administrative
                                            
                                            
                                            551,141
                                            
                                            
                                            
                                            684,928Stock
      based compensation
                                            
                                            
                                            121,541
                                            
                                            
                                            
                                            134,920Foreign
      exchange gain
                                            
                                            
                                            (49,802
                                            )
                                            
                                            
                                            (149,079
                                            )701,640
                                            
                                            
                                            
                                            737,024Loss
      from Operations
                                            
                                            
                                            (668,721
                                            )
                                            
                                            
                                            (703,120
                                            )Other
      Income (Expense)Interest
      and royalty income
                                            
                                            
                                            341
                                            
                                            
                                            
                                            6,172Loss
      for the Period
                                            
                                            
                                            (668,380
                                            )
                                            
                                            
                                            (696,948
                                            )Loss
      Per Share – Basic and Diluted
                                            
                                            
                                            (0.01
                                            )
                                            
                                            
                                            (0.01
                                            )Weighted
      Average Number of Shares Outstanding – Basic and Diluted
                                            
                                            
                                            84,115,862
                                            
                                            
                                            
                                            69,926,043Common
      Shares Outstanding
                                            
                                            
                                            98,711,648
                                            
                                            
                                            
                                            69,926,043





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
                                                        April 30,
                                                      
                                                      
                                                      Three Months
                                                        Ended
                                                        April 30,2010
                                                      
                                                      
                                                      2009$
                                                      
                                                      
                                                      $Operating
      ActivitiesLoss
      for the period
                                                      
                                                      
                                                      (668,380
                                                      )
                                                      
                                                      
                                                      (696,948
                                                      )Adjustments
      to reconcile loss for the period to net cash used in operating
      activities:Depletion
      and accretion (Note 4)
                                                      
                                                      
                                                      64,479
                                                      
                                                      
                                                      
                                                      41,215Depreciation
      – property and equipment
                                                      
                                                      
                                                      7,073
                                                      
                                                      
                                                      
                                                      4,339Stock-based
      compensation (Notes 6 and 7)
                                                      
                                                      
                                                      121,541
                                                      
                                                      
                                                      
                                                      134,920Foreign
      exchange changes
                                                      
                                                      
                                                      (46,538
                                                      )
                                                      
                                                      
                                                      (162,587
                                                      )Asset
      retirement costs (Note 4)
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (6,509
                                                      )Changes
      in operating assets and liabilitiesForeign
      exchange changes
                                                      
                                                      
                                                      1,467
                                                      
                                                      
                                                      
                                                      (8,158
                                                      )Prepaid
      expenses
                                                      
                                                      
                                                      (44,904
                                                      )
                                                      
                                                      
                                                      (21,876
                                                      )Other
      receivables
                                                      
                                                      
                                                      44,472
                                                      
                                                      
                                                      
                                                      671,252Accounts
      payable
                                                      
                                                      
                                                      (199,551
                                                      )
                                                      
                                                      
                                                      (114,134
                                                      )Accrued
      liabilities
                                                      
                                                      
                                                      (15,025
                                                      )
                                                      
                                                      
                                                      1,488Cash
      Used in Operating Activities
                                                      
                                                      
                                                      (735,366
                                                      )
                                                      
                                                      
                                                      (156,998
                                                      )Financing
      ActivitiesProceeds
      from issuance of common shares
                                                      
                                                      
                                                      9,472,957
                                                      
                                                      
                                                      
                                                      -Common
      stock issuance costs
                                                      
                                                      
                                                      (761,196
                                                      )
                                                      
                                                      
                                                      -Cash
      Provided by Financing Activities
                                                      
                                                      
                                                      8,711,761
                                                      
                                                      
                                                      
                                                      -Investing
      ActivitiesPurchase
      of property and equipment
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (23,004
                                                      )Oil
      and gas property expenditures (Note 3)
                                                      
                                                      
                                                      (4,395,672
                                                      )
                                                      
                                                      
                                                      (1,557,826
                                                      )Cash
      advances from partners
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (677,843
                                                      )Cash
      Used in Investing Activities
                                                      
                                                      
                                                      (4,395,672
                                                      )
                                                      
                                                      
                                                      (2,258,673
                                                      )Foreign
      exchange gain on cash and cash equivalents
                                                      
                                                      
                                                      54,876
                                                      
                                                      
                                                      
                                                      125,967Change
      in Cash and Cash Equivalents
                                                      
                                                      
                                                      3,635,599
                                                      
                                                      
                                                      
                                                      (2,289,704
                                                      )Cash
      and Cash Equivalents – Beginning of Period
                                                      
                                                      
                                                      4,878,601
                                                      
                                                      
                                                      
                                                      8,449,471Cash
      and Cash Equivalents – End of Period
                                                      
                                                      
                                                      8,514,200
                                                      
                                                      
                                                      
                                                      6,159,767Cash
                                                      
                                                      
                                                      8,514,200
                                                      
                                                      
                                                      
                                                      6,159,767Cash
      equivalents
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -





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


5


Triangle
Petroleum Corporation


Statement
of Stockholders’ Equity


Three
Months Ended April 30, 2010


(Expressed
in U.S. dollars)


(Unaudited)





AdditionalCommon Stock
                                        
                                        
                                        Paid-inShares
                                        
                                        
                                        Amount
                                        
                                        
                                        Capital
                                        
                                        
                                        Warrants
                                        
                                        
                                        Deficit
                                        
                                        
                                        Total#
                                        
                                        
                                        $
                                        
                                        
                                        $
                                        
                                        
                                        $
                                        
                                        
                                        $
                                        
                                        
                                        $Balance
      – January 31, 2010
                                        
                                        
                                        69,926,043
                                        
                                        
                                        
                                        699
                                        
                                        
                                        
                                        81,950,076
                                        
                                        
                                        
                                        4,237,100
                                        
                                        
                                        
                                        (63,704,645
                                        )
                                        
                                        
                                        22,483,230Stock
      options exercised at a price of $0.30 per share
                                        
                                        
                                        791,666
                                        
                                        
                                        
                                        8
                                        
                                        
                                        
                                        234,949
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        234,957Common
      shares issued (net of costs -$761,196) at a price of $0.33 per
      share
                                        
                                        
                                        27,993,939
                                        
                                        
                                        
                                        280
                                        
                                        
                                        
                                        8,476,524
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        8,476,804Stock
      based compensation (Note 6 & 7)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        121,541
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        121,541Net
      loss for the period
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (668,380
                                        )
                                        
                                        
                                        (668,380
                                        )Balance
      – April 30, 2010
                                        
                                        
                                        98,711,648
                                        
                                        
                                        
                                        987
                                        
                                        
                                        
                                        90,783,090
                                        
                                        
                                        
                                        4,237,100
                                        
                                        
                                        
                                        (64,373,025
                                        )
                                        
                                        
                                        30,648,152





Three
Months Ended April 30, 2009


(Expressed
in U.S. dollars)


(Unaudited)





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





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 and in the Alberta Deep 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 established proved
reserves and to commercialize the oil and gas properties.





The
Company believes that it has sufficient funds, including those raised in the
first quarter of fiscal 2011, to maintain its interest in the existing
properties and to maintain core operating, exploration and development
activities through to April 30, 2011 The Company monitors its expenditure
budgets and adjusts its expenditure plans to conform to available funding.
However, additional funding will be required to complete exploration and
development activities. 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.





2.
Accounting Policies





(a)  
Basis of Presentation





These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States, and are expressed
in U.S. dollars. These consolidated financial statements include the accounts of
the Company and its two wholly-owned subsidiaries, Elmworth Energy Corporation,
incorporated in the Province of Alberta, Canada, and Triangle USA Petroleum
Corporation, incorporated in the State of Colorado, USA. All significant
intercompany balances and transactions have been eliminated. The Company’s
fiscal year-end is January 31.





In the
opinion of management, the accompanying financial statements reflect all
adjustments necessary to present fairly our financial position at April 30, 2010
and our operations and cash flows for the three month periods ended April 30,
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 our 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)




3.
Oil and Gas Properties





Three
months ended April 30, 2010:





Costs
                                    
                                    
                                    Accumulated
      Depletion
                                    
                                    
                                    Net
      CarryingOpening
                                    
                                    
                                    Additions
                                    
                                    
                                    Closing
                                    
                                    
                                    Opening
                                    
                                    
                                    Depletion
                                    
                                    
                                    Closing
                                    
                                    
                                    Value$
                                    
                                    
                                    $
                                    
                                    
                                    $
                                    
                                    
                                    $
                                    
                                    
                                    $
                                    
                                    
                                    $
                                    
                                    
                                    $Proved
      Properties
                                    
                                    
                                    12,775,959
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    12,775,959
                                    
                                    
                                    
                                    12,775,959
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    12,775,959
                                    
                                    
                                    
                                    -Unproven
      Properties
                                    
                                    
                                    36,660,276
                                    
                                    
                                    
                                    4,840,306
                                    
                                    
                                    
                                    41,500,582
                                    
                                    
                                    
                                    17,876,901
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    17,876,901
                                    
                                    
                                    
                                    23,623,681Total
                                    
                                    
                                    49,436,235
                                    
                                    
                                    
                                    4,840,306
                                    
                                    
                                    
                                    54,276,541
                                    
                                    
                                    
                                    30,652,860
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    30,652,860
                                    
                                    
                                    
                                    23,623,681





For the
three month period ended April 30, 2010, the Company’s net cash outflow for oil
and gas additions was $4,840,306 less $444,634 of increases in non cash working
capital during the quarter





Proved
Properties





At April
30, 2010 and January 31, 2010, the Company had no carrying value for proved
properties.





Unproven
Properties





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





April
      30, 2010
                        $
                      
                      
                      January
      31, 2010
                        $Windsor
      Block of Maritimes Basin  (Nova Scotia)
                      
                      
                      18,863,890
                      
                      
                      
                      18,783,375Williston
      Basin (North Dakota)
                      
                      
                      4,759,791
                      
                      
                      
                      -Total
      unproven acquisition and exploration costs
                      
                      
                      23,623,681
                      
                      
                      
                      18,783,375





We have
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.
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 the newly identified seismic structure
and to participate in a joint venture to further evaluate the potential on the
Windsor Block.


8


Triangle
Petroleum Corporation


Notes to
the Consolidated Financial Statements


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


(Unaudited)





4. Asset
Retirement Obligations





Three
      Months
                          April
      30, 2010
                          $
                        
                        
                        Three
      Months
                          April
      30, 2009
                          $Balance,
      beginning of period
                        
                        
                        1,180,515
                        
                        
                        
                        727,862Liabilities
      settled in cash
                        
                        
                        -
                        
                        
                        
                        (6,509
                        )Accretion
                        
                        
                        64,479
                        
                        
                        
                        18,724Balance,
      end of period
                        
                        
                        1,244,994
                        
                        
                        
                        740,077





5.
 Warrants





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





6.  Stock
Options





As a
result of the actual number of  forfeited stock options exceeding the
estimated forfeiture rate, during the three month period ended April 30, 2010,
the Company recorded a net recovery of stock-based compensation of $27,122 (2009
– expense of $134,920), in general and administrative expense.





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





Options
                              #
                            
                            
                            Weighted
                              Average
                              Exercise Price
                              $
                            
                            
                            Aggregate
                              Intrinsic
                              Value
                              $Outstanding,
      January 31, 2010
                            
                            
                            5,700,000
                            
                            
                            
                            0.52
                            
                            
                            
                            -Exercised
                            
                            
                            (791,666
                            )
                            
                            
                            0.24
                            
                            
                            
                            403,750Forfeited
                            
                            
                            (850,000
                            )
                            
                            
                            2.47
                            
                            
                            
                            -Cancelled
                            
                            
                            (658,334
                            )
                            
                            
                            0.24
                            
                            
                            
                            -Outstanding
      April 30,2010
                            
                            
                            3,400,000
                            
                            
                            
                            0.15
                            
                            
                            
                            2,040,000Exercisable,
      April 30, 2010
                            
                            
                            200,000
                            
                            
                            
                            0.25
                            
                            
                            
                            100,000





The
weighted average remaining contractual life of stock options outstanding as of
April 30, 2010 was 4.5 years. As at
April 30, 2010, there was $360,174 of total unrecognized compensation costs
related to non-vested share-based compensation arrangements which are expected
to be recognized over a weighted-average period of 30 months.


9


Triangle
Petroleum Corporation


Notes to
the Consolidated Financial Statements


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


(Unaudited)





A summary
of the status of the Company’s non-vested share options as of April 30, 2010,
and changes during the three month period ended April 30, 2010, is presented
below:





Options
                        #
                      
                      
                      Weighted
                        Average
                        Grant-Date
                        Fair Value
                        $Non-vested
      at January 31, 2010
                      
                      
                      3,863,333
                      
                      
                      
                      0.11Cancelled
                      
                      
                      (30,000
                      )
                      
                      
                      1.40Forfeited
                      
                      
                      (550,000
                      )
                      
                      
                      0.24Vested
                      
                      
                      (83,333
                      )
                      
                      
                      0.27Non-vested
      at April 30, 2010
                      
                      
                      3,200,000
                      
                      
                      
                      0.11





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, one year from the date of grant.





Deferred
                          Share Units
                          #
                        
                        
                        Aggregate
                          Intrinsic Value
                          $Outstanding,
      January 31, 2010
                        
                        
                        -
                        
                        
                        
                        -Granted
                        
                        
                        2,100,000Outstanding
      April 30,2010
                        
                        
                        2,100,000
                        
                        
                        
                        1,575,000Exercisable,
      April 30, 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 DSU’s is 10%. The estimated cost of the DSU’s
is being expensed over the one year vesting period.





During
the three month period ended April 30, 2010, the Company recorded stock-based
compensation of $148,663 (2009 - nil), for the DSU’s, in general and
administrative expense. As at April 30, 2010, there was $475,037 of total
unrecognized compensation costs related to deferred share units which are
expected to be recognized over a weighted-average period of 9
months.


10


Triangle
Petroleum Corporation


Notes to
the Consolidated Financial Statements


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


(Unaudited)





8. Subsequent
Events





In May
2010, the Company sold the producing well at Wapiti, Alberta including 2,560
gross acres (1,001 net acres) of developed lands and 1,920 gross acres (864 net
acres) of undeveloped lands for the sum of $977,000. The sale was effective
April 1, 2010.





In May
2010, the Company executed a purchase and sale agreement to acquire 2,600 net
acres of oil and gas properties in the Williston Basin, which includes
approximately 15 boepd of production and a 30% share of associated surface
facilities and assets. Total consideration of $3.2 million, will be paid in the
form of future well carry, which is expected to occur in fiscal
2011.


11


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





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





Readers
are urged to carefully review and consider the various disclosures made by us in
this report and in our other reports filed with the Securities and Exchange
Commission. The following Management’s Discussion and Analysis of Financial
Condition and Results of Operations of the Company should be read in conjunction
with the Consolidated Financial Statements and notes related thereto included in
this Quarterly Report on Form 10-Q and the Annual Consolidated Financial
Statements and the MD&A included in the fiscal 2010 Form 10-K.
Important  factors  currently  known  to
Management  could  cause  actual  results  to
differ  materially  from  those in
forward-looking  statements.  We undertake no obligation to
update or revise forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes in the future operating results
over time. We believe that our assumptions are based upon reasonable data
derived from and known about our business and operations.  No
assurances are made that actual results of operations or the results of our
future activities will not differ materially from our
assumptions.  Factors that could cause differences include, but are
not limited to, expected market demand for our products, fluctuations in pricing
for materials, and competition.





Overview





We are an
oil and gas exploration and development company focused primarily on the
acquisition, exploration and development of resource properties consisting
mainly of unconventional oil and gas reserves. We have recently undertaken a new
strategic investment strategy in the Bakken Shale play in North Dakota with our
entry into a joint participation agreement, effective January 15, 2010 (the
“Slawson Agreement”), with Slawson Exploration Company, Inc. (“Slawson”), aimed
at the acquisition and development of acreage in known areas of production in
McKenzie and Williams Counties of North Dakota. In addition, we have interests
in the Maritimes Basin in the Province of Nova Scotia. See “Properties”
below.





Properties





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





Core
Property





Williston Basin –During the first quarter fiscal 2011, the Company spent $4,759,791 to
acquire 5,300 net acres in the Williston basin in North Dakota as part of the
ongoing leasehold acquisitions pursuant to the Slawson Agreement in addition to
other independent leasing activities.





We have
entered into the Slawson Agreement to acquire and develop acreage in known areas
of production from the Middle Bakken Shale and Three Forks formations. Our
acreage is located in the Rough Rider area of the play, primarily McKenzie and
Williams Counties, North Dakota and consists of several drill-ready locations.
Under the terms of the Slawson Agreement, we have agreed to participate with a
30% working interest in the exploration and development of certain oil and gas
leasehold interests acquired by Slawson (the “Project”).


12





As part
of the Slawson Agreement, we have agreed to pay our participation interest share
of all costs incurred in the Project, plus (i) an additional amount equal to 20%
to 60% of our costs directly attributable to lease acquisitions, which amount
depends on the bonus cost of a lease per net acre, (ii) an additional amount
equal to 50% of our share of brokerage costs and other leasehold costs except
those direct lease costs set out above and except those included in an
applicable authorization for expenditure, and (iii) an additional 10% of our
share in costs proposed in the applicable authorizations for expenditure for
wells drilled under the Slawson Agreement. We anticipate the first well under
this agreement to be spud in the summer of 2010.





On shore
Exploration Program –Nova Scotia–The company currently
holds 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 of the Windsor Block. Prior
to April 15, 2009, the land was governed by an exploration agreement between the
company and the Province of Nova Scotia. On April 15, 2009, the Windsor Block
exploration agreement was designated a 10-year Production Lease. The company
acquired a 30% working interest in the Windsor Block in June 2009 from Contact
Exploration Inc. (“Contact”) in exchange for a 5.75% non-convertible gross
overriding royalty interest, a cash payment of Cdn $270,000 and the assumption
of any liabilities related to the former working interest of Contact. This
acquisition resulted in the current 87% working interest.





In
October 2009, the Company conducted a 30 kilometer 2D seismic program on the
Windsor Block. This data was processes and interpreted in the fiscal quarter
ending January 31, 2010. This seismic program, combined with the three
completion operations on previously drilled exploration wells fulfill the
first-year work program as provided for in the production lease.





Based on
the interpretation of the seismic data, a conventional closed structure has been
identified on the Windsor Block. The company is 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 are producing from one well in the Alberta Deep
Basin of Canada, which has been sold in May 2010 along with the associated
undeveloped acreage for the sum of $977,000. 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, U.S.


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 months ended April 30, 2010 compared to the three
months ended April 30, 2009


Daily Sales Volumes, Working
Interest before royalties




Three Months Ended
              April 30, 2010
            
            
            Three Months Ended
              April 30, 2009Barnett
      Shale in Texas, USA
            
            Mcf/day
            
            
            59
            
            
            
            56Deep
      Basin in Alberta, Canada
            
            Mcf/day
            
            
            29
            
            
            
            71Total
      Company
            
            Mcf/day
            
            
            88
            
            
            
            127Total
      Company
            
            Boe/day*
            
            
            15
            
            
            
            21




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


13





Net Operating
Results





Three Months Ended
                        April 30, 2010
                      
                      
                      Three Months Ended
                        April 30, 2009Volumes
                      
                      Mcf
                      
                      
                      7,784
                      
                      
                      
                      11,315Price
                      
                      $/Mcf
                      
                      
                      5.03
                      
                      
                      
                      3.66Revenue
                      
                      
                      
                      $
                      39,193
                      
                      
                      $
                      41,400Royalties
                      
                      
                      
                      
                      6,274
                      
                      
                      
                      7,496Revenue,
      net of royalties
                      
                      
                      
                      
                      32,919
                      
                      
                      
                      33,904Production
      expenses
                      
                      
                      
                      
                      7,208
                      
                      
                      
                      20,701Net
                      
                      
                      
                      $
                      25,711
                      
                      
                      $
                      13,203





We
realized $39,193 revenue from sales of natural gas and natural gas liquids for
the three month period ended April 30, 2010 compared to $41,400 in the same
period of the prior year. Revenue decreased mainly due to reduced production
volumes as a result of natural declines, and the sale of a Barnett Shale well
but was offset by higher gas prices. Royalties as a percentage of revenue were
16% for the three month period April 30, 2010, compared with 18% in the same
period of the prior year. Production expenses related to this revenue were
$5.55/Boe for the three month period ended April 30, 2010 compared to $10.98/Boe
in the same period of the prior year. The decrease in the per Boe rate was
mainly due to positive adjustments to miscellaneous operating charges from our
partner operated wells.





Depletion, Depreciation and Accretion





Three Months Ended
                      April 30, 2010
                    
                    
                    Three Months Ended
                      April 30, 2009Depletion
      – oil and gas properties
                    
                    $
                    -
                    
                    
                    $
                    22,491Accretion
                    
                    
                    64,479
                    
                    
                    
                    18,724Depletion
      and Accretion
                    
                    
                    64,479
                    
                    
                    
                    41,215Depreciation
      – property and equipment
                    
                    
                    7,073
                    
                    
                    
                    4,339Total
                    
                    $
                    71,552
                    
                    
                    $
                    45,554





Unproven
property costs of $23,623,681 (January 31, 2010 – $18,783,375) were excluded
from costs subject to depletion at April 30, 2010.





General and Administrative
(“G&A”)





Three Months Ended
                      April 30, 2010
                    
                    
                    Three Months Ended
                      April 30, 2009Salaries,
      benefits and consulting fees
                    
                    $
                    281,241
                    
                    
                    $
                    302,907Office
      costs
                    
                    
                    153,935
                    
                    
                    
                    160,849Professional
      fees
                    
                    
                    64,851
                    
                    
                    
                    140,938Public
      company costs
                    
                    
                    51,304
                    
                    
                    
                    92,093Operating
      overhead recoveries
                    
                    
                    (190
                    )
                    
                    
                    (11,859
                    )Total
      G&A
                    
                    $
                    551,141
                    
                    
                    $
                    684,928


14





General
and administrative expenses have decreased $133,787 in the three month period
ended April 30, 2010 compared to the same period of the prior year primarily due
to reduced professional fees and public company costs, as follows:





·
            Salaries,
      benefits and consulting fees, decreased $21,666 mainly due to reduced
      staff and consultants.


·
            Professional
      fees, which are primarily incurred in Canadian dollars, decreased $76,087
      mainly due to reduced legal and reserve evaluation
  fees.


·
            Public
      company costs decreased $40,789 mainly due to reduced investor relation
      costs. Public company costs consist mainly of fees for investor relations
      and also include directors' fees, press release and Securities Exchange
      Commission filing costs, printing costs and transfer agent
      fees.




Oil and Gas
Properties




Net Book
                            Value
                            January 31,
                            2010
                          
                          
                          Additions
                          
                          
                          Net Book
                            Value
                            April 30,
                            2010UnprovenNova
      Scotia, Canada
                          
                          $
                          18,783,375
                          
                          
                          $
                          80,516
                          
                          
                          $
                          18,863,891Williston
      Basin
                          
                          
                          -
                          
                          
                          
                          4,759,790
                          
                          
                          
                          4,759,790ProvedCanada
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -U.S.A
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Net
                          
                          $
                          18,783,375
                          
                          
                          $
                          4,840,306
                          
                          
                          $
                          23,623,681




During
the three month period ended April 30, 2010, we focused on land acquisition in
the Williston basin and spent $4,759,790 acquiring 5,300 net acres and $80,516
in the Windsor Block, mainly for lease rentals.





Net Cash Oil and Gas
Additions:


Three Months Ended
                    April 30, 2010Net
      additions, per above table
                  
                  $
                  4,840,306Changes
      in investing working capital
                  
                  
                  (444,634
                  )Net
      oil and gas additions, per Statements of Cash Flows
                  
                  $
                  4,395,672


15





Liquidity
and Capital Resources




As at
April 30, 2010, we had working capital of $8,237,242, resulting primarily from
our cash of $8,514,200 and prepaids and other receivables of $486,931, offset by
payables and accrued liabilities of $763,889. For the three month period ended
April 30, 2010, we had net cash outflow from operating activities before changes
in working capital of $521,514, mainly related to $551,330 of cash general and
administrative expenses, which is equal to general and administrative expenses
net of non-cash stock based compensation expense. For the three month period
ended April 30, 2010, we had net cash inflow from financing activities of
$8,711,761 from the issuance of 27,993,939 common shares for net proceeds of
$8,476,804 and $234,957 of proceeds from 791,666 stock options that were
exercised.





For the
three month period ended April 30, 2010, we had net cash outflow from investing
activities of $4,395,672 for the acquisition of 5,300 net acres in the
Williston basin.





We expect
significant capital expenditures during the next 12 months for land acquisition
and drilling programs on our Williston basin program, overhead and working
capital purposes.





In
the Williston basin project, the Company continues to seek addition undeveloped
acreage, joint venture partners and farmin opportunities. The drilling program
in the Williston basin project is anticipated to commence in the summer of 2010,
and we anticipate participating in the drilling of 3.0 gross (0.5 net) wells in
total for the fiscal year 2011. Capital expenditures for the balance of fiscal
2011 are projected at $4.0 million for the acquisition of undeveloped lands and
$3.0 million for the drilling and completion programs.





The
Company is 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. There is a risk we may not secure a new joint operating partner
in the Windsor Block, which would slow down or stop exploration on the Windsor
Block. There is no significant capital expenditures planned for the Windsor
Block in fiscal 2011.





We will
have to raise additional funds to complete the exploration and development phase
of our programs and, while we have been successful in doing so in the past,
there can be no assurance that we will be able to do so in the
future.




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




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


16





Critical
Accounting Policies




Use of
Estimates




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





Investment in Oil and Gas
Properties




We
utilize the full cost method to account for our investment in oil and gas
properties. Accordingly, all costs associated with acquisition and exploration
of oil and gas reserves, including such costs as leasehold acquisition costs,
interest costs relating to unproven properties, geological expenditures and
direct internal costs are capitalized into the full cost pools. We have two full
costs pools (Canada and U.S.). The full costs pools capitalized costs, including
estimated future costs to develop the reserves and estimated abandonment costs,
net of salvage, are depleted on the units-of-production method using estimates
of proved reserves. Investments in unproven properties and major development
projects including capitalized interest, if any, are not amortized until proved
reserves associated with the projects can be determined or, 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 for stock options 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.


17





ITEM
3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





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





ITEM
4T - CONTROLS AND PROCEDURES





(a)
Evaluation of disclosure controls and procedures.





Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as
of April 30, 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 April 30, 2010,
management has concluded that we did not maintain effective internal control
over financial reporting as of April 30, 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 temporary 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 approximately $100,000 per annum.


18





(b)
Changes in internal control over financial reporting.





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





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


19


PART
II - OTHER INFORMATION





Item
1. Legal Proceedings.





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





Item
1A. Risk Factors.





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





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





None.





Item
3. Defaults Upon Senior Securities.





None.





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





None.





Item
5. Other Information.





None.





Item
6. Exhibits





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





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





32.01
            Certifications
      of Chief Executive Officer and Chief Financial Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002


20




SIGNATURES




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





TRIANGLE
      PETROLEUM CORPORATIONDate:  June
      1, 2010
              By:
              /s/ PETER HILLPeter
      HillChief
      Executive Officer (Principal Executive Officer)Date:  June
      1, 2010
              By:
              /s/ JON SAMUELSJon
      SamuelsChief
      Financial Officer (Principal Financial Officer and Principal Accounting
      Officer)


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