**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**FORM
      10QSB**


(Mark
      One)





x
            Quarterly
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934
                for the quarterly period ended July 31,
                2005





o
            Transition
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934





For
      the
      transition period from ____________ to ______________





For
      the
      Period Ended July 31, 2005


Commission
      file number 000-51321







**TRIANGLE
      PETROLEUM CORPORATION**





(Name
      of
      Small Business Issuer in Its Charter)




Nevada
              
              98-0430762(State
                  of Incorporation)
              
              (IRS
                  Employer Identification
                  No.)


Suite
      1110, 521 - 3 Avenue SW


Calgary,
      Alberta


Canada
      T2P 3T3





(Address
      of Principal Executive Offices)





(403)
      262-4471





(Issuer's
      Telephone Number)





Life
      Plaza, Suite 1600


144-4th
      Avenue, SW


Calgary,
      Alberta


Canada
      T2P 3N4





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





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yes
                  o
              
              No
                  x
  As
      of September 7, 2005, the Company had 17,982,530 shares of its par value $0.0001
      common stock issued and outstanding.





Transitional
      Small Business Disclosure Format (check one):


Yes
                  o
              
              No
                  x










**TRIANGLE
        PETROLEUM CORPORATION**
 
 Quarterly
        Report on Form 10-QSB for the
 Quarterly
        Period Ending July 31, 2005
 
 Table
        of
        Contents
  PART
                  I.FINANCIAL
                  INFORMATIONItem
                  1.
              
              Financial
                  StatementsBalance
                    Sheets:July
                  31, 2005 (Unaudited) and January 31, 2005 (Audited)
              3Statements
                  of Operations:Three
                  and Six Months Ended July 31, 2005 and 2004 (Unaudited)
                  andPeriod
                  from December 11, 2003 (Date of Inception) to July 31,
                  2005
              4Statements
                  of Cash Flows:Six
                  Months Ended July 31, 2005 and 2004 (Unaudited)
              5Notes
                  to Unaudited Condensed Consolidated Financial Information:July
                  31, 2005
              6-11Item
                  2.
              
              Management
                  Discussion and Analysis
              12Item
                  3.
              
              Controls
                  and Procedures
              22PART
                  II.OTHER
                  INFORMATIONItem
                  1.
              
              Legal
                  Proceedings
              23Item
                  2.
              
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              23Item
                  3.
              
              Defaults
                  Upon Senior Securities
              23Item
                  4.
              
              Submission
                  of Matters to a Vote of Security Holders
              23Item
                  5.
              
              Other
                  Information
              23Item
                  6.
              
              Exhibits
              23Signatures
              
              
              24




2





**Triangle
      Petroleum Corporation**


**(formerly
      Peloton Resources Inc.)**


**(An
      Exploration Stage Company)**


**Balance
      Sheets**


**(Expressed
      in U.S. dollars)**





**July
                  31,**
                **2005**
                **$**(Unaudited)
            
            **January
                  31,**
                **2005**
                **$**(Audited)ASSETSCurrent
                AssetsCash
                and cash equivalents
            
            
            5,297,735
            
            
            148,102Other
                current assets
            
            
            86,986
            
            
            —Total
                Current Assets
            
            
            5,384,721
            
            
            148,102Debt
                Issue Costs, net of amortization of $4,064
            
            
            60,936
            
            
            —Property
                and Equipment (Note 4)
            
            
            2,342
            
            
            —Oil
                and Gas Properties, unproven (Note 5)
            
            
            597,021
            
            
            —Total
                Assets
            
            
            6,045,020
            
            
            148,102LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                LiabilitiesAccounts
                payable
            
            
            24,887
            
            
            4,094Accrued
                liabilities
            
            
            66,500
            
            
            3,750Due
                to related parties (Note 7)
            
            
            —
            
            
            28,416Total
                Current Liabilities
            
            
            91,387
            
            
            36,260Convertible
                Debentures, less unamortized discount of $5,625,000 (Note
                6)
            
            
            375,000
            
            
            —Total
                Liabilities
            
            
            466,387
            
            
            36,260Contingencies
                and Commitments (Notes 1 and 9)Stockholders’
                EquityCommon
                Stock
              Authorized:
                100,000,000 shares, par value $0.00001
              Issued:
                17,982,530 shares (January 31, 2005 - 46,282,530 shares)
            
            
            180
            
            
            463Additional
                Paid In Capital
            
            
            7,925,943
            
            
            150,660Donated
                Capital
            
            
            10,400
            
            
            8,400Deferred
                Compensation (Note 8)
            
            
            (1,621,875
            )
            
            —Deficit
                Accumulated During the Exploration Stage
            
            
            (736,015
            )
            
            (47,681
            )Total
                Stockholders’ Equity
            
            
            5,578,633
            
            
            111,842Total
                Liabilities and Stockholders’ Equity
            
            
            6,045,020
            
            
            148,102





The
      accompanying notes are an integral part of these financial
      statements










3





**Triangle
      Petroleum Corporation**


**(formerly
      Peloton Resources Inc.)**


**(An
      Exploration Stage Company)**


**Statements
      of Operations**


**(Expressed
      in U.S. dollars)**


**(Unaudited)**








****
            ****
            ****
              Period
                  from
                December
                  11, 2003
                (Date
                  of Inception)
                to
                  July 31, 2005
            ****
            **Three Months Ended**
                  **July 31,
                    2005****$$**
            ****
            ****
              **Three
                  Months Ended**
                **July
                  31, 2004**
            ****
            **Six Months Ended**
                  **July 31,
                    2005****$$**
            ****
            **Six Months**
                  **Ended**
                  **July 31,
                    2004****$**
            ********
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****
            ****Revenue
            
            —
            
            —
            
            —
            
            —
            
            —ExpensesGeneral
                and administrative
            
            
            55,108
            
            
            27,224
            
            
            318
            
            
            40,048
            
            
            923Management
                services (Note 7)
            
            
            160,125
            
            
            145,125
            
            
            1,500
            
            
            153,125
            
            
            3,000Mineral
                property costs
            
            
            32,471
            
            
            15,000
            
            
            —
            
            
            30,000
            
            
            —Professional
                services
            
            
            57,408
            
            
            31,258
            
            
            2,250
            
            
            34,258
            
            
            4,650Total
                Operating Expenses
            
            
            305,112
            
            
            218,607
            
            
            4,068
            
            
            257,431
            
            
            8,573Interest
                Income
            
            
            (4,097
            )
            
            (4,097
            )
            
            —
            
            
            (4,097
            )
            
            —Interest
                on Long-Term Debt (Note 6)
            
            
            435,000
            
            
            435,000
            
            
            —
            
            
            435,000
            
            
            —Total
                Expenses
            
            
            736,015
            
            
            649,510
            
            
            4,068
            
            
            688,334
            
            
            8,573Net
                Loss
            
            
            (736,015
            )
            
            (649,510
            )
            
            (4,068
            )
            
            (688,334
            )
            
            (8,573
            )Loss
                per share - Basic and Diluted
            
            
            
            
            
            (0.03
            )
            
            —
            
            
            (0.02
            )
            
            —Weighted
                average number of shares outstanding
            
            22,087,000
            
            
            35,000,000
            
            
            33,984,000
            
            
            35,000,000





The
      accompanying notes are an integral part of these financial
      statements







4





Triangle
        Petroleum Corporation
 (formerly
        Peloton Resources Inc.)
 (An
        Exploration Stage Company)
 Statements
        of Cash Flows
 (Expressed
        in U.S. dollars)
 (Unaudited)
 
 
 ****
              
              ********
              ****
              **Six
                    Months Ended**
                  **July
                    31,**2005
              ****
              **Six
                    Months Ended**
                  **July
                    31,**2004
              ******$**
              ****
              **$**Cash
                  Flows From (To) Operating ActivitiesNet
                  loss
              
              
              (688,334
              )
              
              (8,573
              )Adjustment
                  to reconcile net loss to net cash used in operating
                  activities:Accretion
                  of convertible debt discount
              
              
              375,000
              
              
              —Amortization
              
              
              4,064
              
              
              —Discount
                  on stock issued
              
              
              93,125
              
              
              —Donated
                  consulting services and rent
              
              
              2,000
              
              
              3,600Changes
                  in operating assets and liabilitiesOther
                  current assets
              
              
              (86,986
              )
              
              —Accounts
                  payable and accrued liabilities
              
              
              83,543
              
              
              3,350Due
                  to related parties
              
              
              (28,416
              )
              
              1,580Net
                  Cash Used by Operating Activities
              
              
              (246,004
              )
              
              (43
              )Cash
                  Flows To Investing ActivitiesPurchase
                  of property and equipment
              
              
              (2,342
              )
              
              —Purchase
                  of Oil and Gas properties
              
              
              (597,021
              )
              
              —Net
                  Cash Used by Investing Activities
              
              
              (599,363
              )
              
              —Cash
                  Flows From Financing ActivitiesProceeds
                  from issuance of convertible debentures
              
              
              6,000,000
              
              
              —Debt
                  issue costs
              
              
              (65,000
              )Proceeds
                  from issuance of common stock
              
              
              60,000
              
              
              —Net
                  Cash Provided by Financing Activities
              
              
              5,995,000
              
              
              —Net
                  Increase (Decrease) in Cash and Cash Equivalents
              
              
              5,149,633
              
              
              (43
              )Cash
                  and Cash Equivalents -  Beginning of Period
              
              
              148,102
              
              
              50Cash
                  and Cash Equivalents - End of Period
              
              
              5,297,735
              
              
              7Non-cash
                    Investing and Financing ActivitiesDiscount
                    on stock issued
              
              
              1,715,000
              
              
              —Supplemental
                  Disclosures:Interest
                  paid
              
              
              —
              
              
              —Income
                  taxes paid
              
              
              —
              
              
              —
 
  The
        accompanying notes are an integral part of these financial
        statements







5
 Triangle
            Petroleum Corporation
 (formerly
            Peloton Resources Inc.)
 (An
            Exploration Stage Company)
 Notes
            to
            the Financial Statements
 (Expressed
            in U.S. dollars)
 (Unaudited)




1.
            Exploration
                Stage Company




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




The
      Company has been in the exploration stage since its formation in December 2003
      and has not yet realized any revenues from its planned operations. It is
      primarily engaged in the acquisition, exploration and development of resource
      properties, and during the period, changed its business to focus on oil and
      gas
      resource properties. Planned principal activities have not yet begun. The
      ability of the Company to emerge from the exploration stage with respect to
      any
      planned principal business activity is dependent upon its successful efforts
      to
      raise additional equity financing and generate significant revenue. The Company
      has incurred losses of $736,015 since inception. During the period ended July
      31, 2005, the Company issued $6,000,000 of convertible debentures. Management
      plans to raise additional capital through equity and/or debt financings. There
      is no guarantee that the proceeds from the financings raised by the Company,
      or
      proceeds from any future financings, will be sufficient to complete any of
      the
      above objectives. These factors raise substantial doubt regarding the Company’s
      ability to continue as a going concern.





2.
            Summary
                of Significant Accounting Policies




a)
            Basis
                of Presentation




These
      financial statements and related notes are presented in accordance with
      accounting principles generally accepted in the United States, and are expressed
      in US dollars. During the period ended July 31, 2005, the Company incorporated
      a
      wholly-owned subsidiary, Elmworth Energy Corporation, in the Province of
      Alberta, Canada. All significant intercompany balances and transactions have
      been eliminated. The Company’s fiscal year-end is January 31.




b)
            Use
                of Estimates




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




c)
            Cash
                and Cash Equivalents




The
      Company considers all highly liquid instruments with maturity of three months
      or
      less at the time of issuance to be cash equivalents. At July 31, 2005, the
      Company had cash equivalents of $5,003,467.




d)
            Foreign
                Currency Transactions




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




e)
            Mineral
                Property Acquisition and Exploration
                Costs




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







6
 Triangle
            Petroleum Corporation
 (formerly
            Peloton Resources Inc.)
 (An
            Exploration Stage Company)
 Notes
            to
            the Financial Statements
 (Expressed
            in U.S. dollars)
 (Unaudited)





2.
            Summary
                of Significant Accounting Policies
                (continued)




f)
            Property
                and Equipment




Property
      and equipment consists of computer hardware and is recorded at cost. Computer
      hardware will be amortized on a straight-line basis over their estimated lives
      of three years.




g)
            Long-lived
                Assets




In
      accordance with SFAS No. 144, “ *Accounting
      for the Impairment or Disposal of Long-Lived Assets* ”,
      the
      carrying value of intangible assets and other long-lived assets is reviewed
      on a
      regular basis for the existence of facts or circumstances that may suggest
      impairment. The Company recognizes impairment when the sum of the expected
      undiscounted future cash flows is less than the carrying amount of the asset.
      Impairment losses, if any, are measured as the excess of the carrying amount
      of
      the asset over its estimated fair value.




h)
            Asset
                Retirement Obligations




The
      Company recognizes a liability for future retirement obligations associated
      with
      the Company’s oil and gas properties. The estimated fair value of the asset
      retirement obligation is based on the current 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 the Company settles the obligation.
      As
      of July 31, 2005, the Company did not have any asset retirement obligations.




i)
            Oil
                and Gas Properties




The
      Company utilizes the full cost method to account for its investment in oil
      and
      gas properties. Accordingly, all costs associated with acquisition, exploration
      and development of oil and gas reserves, including such costs as leasehold
      acquisition costs, interest costs relating to unproved properties, geological
      expenditures and direct internal costs are capitalized into the full cost pool.
      As of July 31, 2005, the Company has no properties with proven reserves. When
      the Company obtains proven oil and gas reserves, capitalized costs, including
      estimated future costs to develop the reserves and estimated abandonment costs,
      net of salvage, will be depleted on the units-of-production method using
      estimates of proved reserves. Investments in unproved properties and major
      development projects including capitalized interest, if any, are not amortized
      until proved reserves associated with the projects can be determined. If the
      future exploration of unproved properties is determined uneconomical, the
      amounts of such properties are added to the capitalized cost to be amortized.
      As
      of July 31, 2005, all of the Company’s oil and gas properties were unproved and
      were excluded from amortization.




The
      capitalized costs included in the full cost pool are subject to a “ceiling
      test”, which limits such costs to the aggregate of the estimated present value,
      using an estimated discount rate, of the future net revenues from proved
      reserves, based on current economic and operating conditions and the estimated
      value of unproven properties.




j)
            Debt
                Issue Costs




In
      accordance with the Accounting Principles Board Opinion 21 *“Interest
      on Receivables and Payables”,* the
      Company recognizes debt issue costs on the balance sheet as deferred charges,
      and amortizes the balance over the term of the related debt. The Company follows
      the guidance in the EITF 95-13 *“Classification
      of Debt Issue Costs in the Statement of Cash Flows”* and
      classifies cash payments for debt issue costs as a financing activity. During
      the period ended July 31, 2005, the Company incurred debt issue costs of $65,000
      and has recognized amortization expense of $4,064.





7
 Triangle
            Petroleum Corporation
 (formerly
            Peloton Resources Inc.)
 (An
            Exploration Stage Company)
 Notes
            to
            the Financial Statements
 (Expressed
            in U.S. dollars)
 (Unaudited)





2.
            Summary
                of Significant Accounting Policies
                (continued)




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




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




l)
            Financial
                Instruments




The
      carrying value of cash and cash equivalents, short-term investments, prepaid
      and
      other current assets, accounts payable, accrued liabilities and due to related
      parties approximate fair value due to the relatively short maturity of these
      instruments.




m)
            Concentration
                of Risk




The
      Company maintains its cash account in primarily one commercial bank in Calgary,
      Alberta, Canada. The Company's cash accounts are uninsured business checking
      accounts and deposits maintained in U.S. dollars, which totalled $5,297,735
      on
      July 31, 2005. At July 31, 2005, the Company has not engaged in any transactions
      that would be considered derivative instruments on hedging activities. To date,
      the Company has not incurred a loss relating to this concentration of credit
      risk.




n)
            Comprehensive
                Loss




SFAS
      No.
      130, “ *Reporting
      Comprehensive Income* ,”
      establishes standards for the reporting and display of comprehensive loss and
      its components in the financial statements. As at July 31, 2005, the Company
      has
      no items that represent comprehensive loss and, therefore, has not included
      a
      schedule of comprehensive loss in the financial statements.




o)
            Recent
                Accounting Pronouncements




In
      May
      2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154,
      “ *Accounting
      Changes and Error Corrections - A Replacement of APB Opinion No. 20 and SFAS
      No.
      3* ”.
      SFAS
      154 changes the requirements for the accounting for and reporting of a change
      in
      accounting principle and applies to all voluntary changes in accounting
      principle. It also applies to changes required by an accounting pronouncement
      in
      the unusual instance that the pronouncement does not include specific transition
      provisions. SFAS 154 requires retrospective application to prior periods’
      financial statements of changes in accounting principle, unless it is
      impracticable to determine either the period-specific effects or the cumulative
      effect of the change. The provisions of SFAS No. 154 are effective for
      accounting changes and correction of errors made in fiscal years beginning
      after
      December 15, 2005. The adoption of this standard is not expected to have a
      material effect on the Company’s results of operations or financial
      position.




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







8
 Triangle
            Petroleum Corporation
 (formerly
            Peloton Resources Inc.)
 (An
            Exploration Stage Company)
 Notes
            to
            the Financial Statements
 (Expressed
            in U.S. dollars)
 (Unaudited)




2.
            Summary
                of Significant Accounting Policies
                (continued)




Recent
      Accounting Pronouncements (continued)




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




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




p)
            Interim
                Financial Statements




These
      interim unaudited financial statements for the period ended July 31, 2005 have
      been prepared on the same basis as the annual financial statements and in the
      opinion of management, reflect all adjustments, which include only normal
      recurring adjustments, necessary to present fairly the Company’s financial
      position, results of operations and cash flows for the periods shown. The
      results of operations for such periods are not necessarily indicative of the
      results expected for a full year or for any future period.





3.
            Mineral
                Properties




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





4.
            Property
                and Equipment




Cost
              $
            Accumulated
              Amortization
              $
            July
                31,
              2005
              Net
                Carrying
              Value
              $
            January
                31,
              2005
              Net
                Carrying
              Value
              $Computer
                hardware
            2,342
            —
            2,342
            —











9
 Triangle
            Petroleum Corporation
 (formerly
            Peloton Resources Inc.)
 (An
            Exploration Stage Company)
 Notes
            to
            the Financial Statements
 (Expressed
            in U.S. dollars)
 (Unaudited)




5.
            Oil
                and Gas Properties, unproven




On
      June
      15, 2005, the Company acquired the rights to three dimensional seismic data
      for
      an area of 30 square miles located in northwestern Alberta, Canada. As at July
      31, 2005, all of the Company’s oil and gas properties are considered unproven.
      Based on the status of the Company’s exploration activities, management has
      determined that no impairment has occurred.




The
      total
      costs incurred and excluded from amortization are summarized as follows:





Geological
                and Geophysical
              $
            Seismic
                Data
              $
            July
                31,
              2005
              Net
                Carrying
              Value
              $
            January
                31,
              2005
              Net
                Carrying
              Value
              $Totals
            20,750
            576,271
            597,021
            —




6.
            Convertible
                Debentures




On
      June
      14, 2005, the Company entered into a securities purchase agreement with a single
      accredited investor (the “Purchase Agreement”) pursuant to which the investor
      purchased an 8% convertible debenture with a principal amount of $1,000,000,
      and
      a warrant to purchase 1,000,000 shares of the Company’s common stock,
      exercisable at a price of $1.00 per share until June 15, 2008. Pursuant to
      the
      Purchase Agreement, the investor had the right during the next 60 days, but
      not
      the obligation, to purchase up to $5,000,000 of additional convertible
      debentures and warrants to purchase 5,000,000 shares of common stock. The
      investor exercised the purchase right and invested the additional $5,000,000
      on
      July 14, 2005, in exchange for an 8% convertible debenture with a principal
      amount of $5,000,000 (the “Convertible Debentures”), and a warrant to purchase
      5,000,000 shares of the Company’s common stock, exercisable at a price of $1.00
      per share until June 15, 2008.




The
      Convertible Debentures are due and payable on June 10, 2007. The principal
      and
      accrued interest on the Convertible Debentures may be converted into shares
      of
      the Company’s common stock at a rate of $1.00 per share, at the option of the
      holder. The investor has contractually agreed to restrict its ability to convert
      the Convertible Debentures to an amount which would not exceed the difference
      between the number of shares of common stock beneficially owned by the holder
      or
      issuable upon exercise of the warrant held by such holder and 4.99% of the
      outstanding shares of common stock of the Company.




The
      securities were issued in a private placement transaction pursuant to Regulation
      D under the Securities Act of 1933, as amended. The Company is obligated to
      file
      a registration statement registering the resale of shares of the Company's
      common stock issuable upon conversion of the Convertible Debentures and exercise
      of the warrants. If the registration statement is not filed by August 18, 2005,
      or declared effective within 120 days thereafter, the Company is obligated
      to
      pay the investor certain fees and the obligations may be deemed to be in
      default.




In
      accordance with EITF 98-5 “ *Accounting
      for Convertible Securities with Beneficial Conversion Features or Contingently
      Adjustable Conversion Ratios* ”,
      the
      Company recognized the value of the embedded beneficial conversion feature
      of
      $3,941,022 as additional paid in capital as the debt was issued with an
      intrinsic value conversion feature. In addition, in accordance with EITF 00-27
      “ *Application
      of Issue No. 98-5 to Certain Convertible Instruments* ”,
      the
      Company has allocated the proceeds of issuance between the convertible debt
      and
      the detachable warrants based on their relative fair values. Accordingly, the
      Company recognized the fair value of the detachable warrants of $2,058,978
      as
      additional paid in capital. The Company will record further interest expense
      over the term of the Convertible Debentures of $6,000,000 resulting from the
      difference between the stated value and carrying value at the date of issuance.
      The carrying value of the Convertible Debentures will be accrued to the face
      value of $6,000,000 to maturity. To July 31, 2005, accrued interest of $60,000
      has been included in accrued liabilities, and interest expense of $375,000
      has
      been accreted increasing the carrying value of the Convertible Debentures to
      $375,000.










10
 Triangle
            Petroleum Corporation
 (formerly
            Peloton Resources Inc.)
 (An
            Exploration Stage Company)
 Notes
            to
            the Financial Statements
 (Expressed
            in U.S. dollars)
 (Unaudited)




7.
            Related
                Party Transactions




a)
            During
                the period ended July 31, 2005, the Company repaid $28,416 owing
                to the
                former President of the Company.




b)
            Previously,
                the former President of the Company provided consulting services
                and
                office premises to the Company. The services were valued at $250
                per month
                and office premises were valued at $100 per month. During the six
                month
                period ended July 31, 2004, donated consulting services of $1,500
                and
                donated rent of $600 were recorded.




c)
            The
                Company paid the former Secretary of the Company $18,000 during the
                six
                month period ended July 31, 2005 for consulting services provided.
                Previously, the former Secretary provided consulting services to
                the
                Company valued at $250 per month. During the six month period ended
                July
                31, 2004, donated consulting services of $1,500 were
                recorded.




d)
            The
                President of the Company provided consulting services to the Company
                valued at $1,000 per month. During the six month period ended July
                31,
                2005, donated consulting services of $2,000 were
                recorded.




e)
            On
                June 23, 2005, the Company entered into a management consulting agreement
                with the President of the Company’s subsidiary. Under the terms of the
                agreement, the Company must pay $20,000 per month for an initial
                term of
                two years, and, unless notice of termination is given by either party,
                is
                automatically renewed for one year periods. During the six month
                period
                ended July 30, 2005, $40,000 was
                incurred.





8.
            Common
                Stock




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




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




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




d)
            On
                May 16, 2005, the Company issued 4,000,000 shares of common stock
                to the
                President of the Company at $0.01 per share for cash proceeds of
                $40,000.As
                the stock was issued for below fair value, a discount from the issue
                of
                stock was recognized of $1,040,000. During the period ended July
                31, 2005,
                $65,000 was charged to operations.




e)
            On
                June 2, 2005, the Company issued 4,000,000 shares of common stock
                of the
                Company at $0.01 per share for cash proceeds of $40,000. On July
                20, 2005,
                one investor returned 2,000,000 shares of common stock for
                $20,000.As
                the stock was issued for below fair value, a discount from the issue
                of
                stock was recognized of $675,000. During the period ended July 31,
                2005,
                $28,125 was charged to operations.





9.
            Contingencies
                and Commitments




a)
              On
                  June 13, 2005, the Company entered into an agreement for the provision
                  of
                  investor relations services to the Company for a term of one year.
                  The
                  Company agreed to issue 300,000 restricted shares of common stock
                  as
                  consideration.




b)
            On
                July 19, 2005, the Company entered into a lease agreement commencing
                October 1, 2005 for office premises for a four year term expiring
                September 30, 2009. Annual rent is payable at $30,100 (CDN $36,816)
                for
                the first two years and $31,644 (Cdn$38,704) for the remaining two
                years.
                The Company must also pay its share of occupancy costs, currently
                at an
                annual rate of $16,471 (CDN $20,145). Future minimum lease payments
                over
                the next five years are as follows:







2006
            $16,0002007
            $47,0002008
            $47,0002009
            $48,0002010
            $32,000$190,000








11
 Triangle
            Petroleum Corporation
 (formerly
            Peloton Resources Inc.)
 (An
            Exploration Stage Company)
 Notes
            to
            the Financial Statements
 (Expressed
            in U.S. dollars)
 (Unaudited)




9.
            Contingencies
                and Commitments (continued)




c)
              On
                  July 29, 2005, the Company received a letter from counsel for Golden
                  Eagle
                  Energy Ltd. (“Golden Eagle”) which accused Ron Hietala, the President of
                  the Elmsworth subsidiary, of usurping a corporate opportunity presented
                  to
                  Golden Eagle, at which Mr. Hietala worked prior to his employment
                  with the
                  Company. The Company has retained counsel in this matter and has
                  provided
                  a response to Golden Eagle denying all their claims. No accruals
                  have been
                  made in these financial statements as management does not believe
                  the
                  claims have merit.












12




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




The
      following discussion contains forward-looking statements that are subject to
      significant risks and uncertainties about us, our current and planned products,
      our current and proposed marketing and sales, and our projected results of
      operations. There are several important factors that could cause actual results
      to differ materially from historical results and percentages and results
      anticipated by the forward-looking statements. The Company has sought to
      identify the most significant risks to its business, but cannot predict whether
      or to what extent any of such risks may be realized nor can there be any
      assurance that the Company has identified all possible risks that might arise.
      Investors should carefully consider all of such risks before making an
      investment decision with respect to the Company's stock. The following
      discussion and analysis should be read in conjunction with the financial
      statements of the Company and notes thereto. This discussion should not be
      construed to imply that the results discussed herein will necessarily continue
      into the future, or that any conclusion reached herein will necessarily be
      indicative of actual operating results in the future. Such discussion represents
      only the best present assessment from our Management.




**Overview**





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





The
      changeover from a mining to an oil and gas exploration company has taken place
      over the last four months, during one of the strongest bull markets for oil
      and
      natural gas. The average monthly price for West Texas Intermediate (WTI) crude
      oil currently, compared to the prior year, is as follows:





**Month
                and Year**
            **Price
                per barrel**
            **Month
                and Year**
            **Price
                per barrel**April
                2005
            $53
            April
                2004
            $36May
                2005
            $49
            May
                2004
            $40June
                2005
            $57
            June
                2004
            $38July
                2005
            $59
            July
                2004
            $40August
                2005
            $69
            August
                2004
            $44





Regardless
      of which index is used, the trend for natural gas prices has generally followed
      the crude oil trend. All of these prices are significantly higher than at the
      same time last year and the forward contract prices for the winter months are
      higher than the August prices. This is consistent with most oil and gas analysts
      calling for continued high commodity prices due to strong or rising demand
      in
      the United States, China and India relative to regular supply disruptions in
      the
      Middle East, Gulf Coast states after Hurricane Katrina and other areas. Although
      these strong commodity prices have resulted in extremely competitive conditions
      for the supply of products and services for exploration companies, our outlook
      remains positive.





Since
      our
      last quarterly report, we have undertaken the following major
      initiatives:





●
              Completed
                  the transition from a metal mining to an oil and gas exploration
                  company.
 ●
              Elected a new board and hired a management
                team with significant oil and gas
                experience.
 ●
              Established a wholly owned operating
                subsidiary, Elmworth Energy
                Corporation.
 ●
              Completed a $6 million convertible
                debenture
                funding.
 ●
              Acquired three dimensional seismic
                program
                data.
 ●
              Obtained two independent geological
                and
                resource assessment reports.











13





**Plan
      of Operations**





We
      believe that there are six critical elements for building a successful oil
      and
      gas exploration company in the current environment:





1.
            People
                - this includes a qualified board of directors, advisory board members,
                management, employees, and
                consultants.


2.
            Project
                - a credible prospect or project that has the appropriate risk-return
                ratio in order to generate potentially significant shareholder
                value.


3.
            Capital
                - based upon the reputation of the people and the quality of the
                project,
                there must be sufficient capital in order to launch the company and
                to
                provide for additional fundings.


4.
            Technology
                - the most advanced subsurface interpretation methods and techniques
                should be utilized in order to maximize the potential for finding
                and
                developing oil and gas reserves.


5.
            Land
                position - the competitive nature of the oil and gas industry requires
                a
                combination of approaches in order to secure sufficient land positions
                to
                explore for oil and gas.


6.
            Drilling
                capability - the competitive nature of the oilfield service industry
                requires a unique approach and a significant capital commitment in
                order
                to secure a drilling rig in today’s
                marketplace.





**People:**





In
      late
      May, 2005 Mark Gustafson was hired as our President, Chief Executive Officer
      and
      director with a mandate to aggressively transform us into an emerging oil and
      gas exploration company. In June 2005, we recruited two additional directors,
      John Carlson (engineer) and Ron Hietala (petrophysicist). Mr. Hietala was then
      hired as the President and director of our new 100% owned Alberta operating
      subsidiary, Elmworth Energy Corporation. Mr. Hietala’s specific mandate is to
      build a complete organization under his direction in Elmworth based upon his
      30
      years experience in the oil and gas industry. Specifically, Mr. Hietala’s 19
      year career and contacts at Canadian Hunter Exploration Ltd. will be critical
      in
      order to attract qualified employees and consultants for Elmworth.





Over
      the
      next few months, we anticipate hiring several significant additions to the
      operating team in Elmworth based upon Mr. Hietala’s contacts, including landmen,
      geologists, geophysicists and drilling/completions engineers. In addition,
      we
      are actively seeking at least one more person to join our board of directors
      and
      several people to join our advisory board. The actual number of our employees
      is
      likely to be less than ten, as we intend to capitalize on strong industry
      contacts with top quality consultants and contractors.





**Project:**





Based
      upon Mr. Hietala’s successful career at Canadian Hunter Exploration Ltd. in
      developing natural gas in northwestern Alberta (Deep Basin), our board decided
      in June 2005 to consider exploring for natural gas in focused geological
      horizons  in
      this
      area. In order to confirm the potential upside for Elmworth in exploring for
      natural gas in this area, two consulting firms were engaged. Calgary based
      Sproule Associates Limited prepared an independent geological assessment of
      the
      target area in June and concluded that there was approximately 820 bcf (billion
      cubic feet) of discovered and undiscovered recoverable raw gas remaining to
      be
      produced from the targeted horizons. In July 2005, Calgary based Petrel
      Robertson Consulting Ltd. prepared a broader geological resource assessment
      of
      this target area and concluded that the estimated gas in place is approximately
      2,000 bcf. Based upon Mr. Hietala’s experience and these two reports, we have
      decided to explore these zones.





Our
      directors are also considering other projects that have sufficient scope and
      risk-return requirements to justify the commitment of shareholder capital.
      Although the primary focus of our efforts is the exploration of natural gas
      in
      northwestern Alberta through Elmworth, a number of other select opportunities
      are believed to exist that exhibit similar producing characteristics to the
      Alberta Deep Basin.





**Capital:**





Based
      upon a new board of directors and an exploration program for Elmworth, we were
      able to secure a $6 million convertible debenture financing. The first tranche
      of $1,000,000 was received in June 2005 and the balance of $5,000,000 was
      received in July 2005. This funding was completed with one sophisticated
      investor and with no fees, other than legal costs to prepare a registration
      statement. By closing this financing, the board and management team can proceed
      in executing our operating plan over the next several months.






14







In
      anticipation of the significant funds required to acquire additional seismic
      data, acquire a land position, and launch a drilling program this winter, we
      anticipate that we will require approximately $21,000,000 in additional funding.
      We currently do not have any contracts or commitments for additional financing,
      and there can be no assurance that financing will be available in amounts or
      on
      terms acceptable to us, if at all.





**Technology:**





One
      of
      the keys to finding natural gas is the use of available resources and advanced
      technological methods. In June 2005, Elmworth acquired $576,000 of new, high
      quality three dimensional seismic data covering 30 square miles in northwestern
      Alberta. This initial seismic data is currently being interpreted by the
      experienced team of geologists and geophysicists. We anticipate that this review
      will take several months. The initial objective here is to identify preliminary
      locations to target within the selected area.





Over
      the
      fall and winter months, we anticipate making additional seismic purchases in
      order to continue the interpretation and drilling location selection process.
      This front-end process normally takes from six to twenty-four months; however
      Elmworth is attempting to complete this initial phase in three to six months
      in
      order to prepare for the winter drilling season. Mr. Hietala’s knowledge base
      and contacts are critical to speeding up this process.





In
      addition to these state of the art seismic interpretations, Elmworth will
      utilize advanced reservoir analysis techniques and the technical experience
      of
      its geological and geophysical team to further this identification process.
      The
      hiring of specific members of this team and their technical tools is expected
      to
      be formalized in September and October.





Once
      the
      specific drilling locations have been identified, Elmworth will utilize the
      latest drilling and well completion techniques in order to maximize the
      potential production of natural gas from each location. The hiring of technical
      specialists and qualified consulting firms to assist Elmworth during the winter
      drilling program in February and March 2006 will be essential to the success
      of
      the project.





**Land:**





To
      date,
      Elmworth has not acquired oil and gas rights since the geological and
      geophysical interpretations have been the initial priority. There are four
      different methods to acquire or participate in the leasing of oil and gas rights
      under the land in the target area:





(a)
            conventional
                crown land postings - Elmworth will attempt to successfully bid for
                oil
                and gas rights on lands that the province of Alberta owns pursuant
                to
                their regular land auction process.


(b)
            joint
                venture farm-ins - companies that own the oil and gas rights on land
                that
                Elmworth wishes to pursue may not be able to drill on their land
                for a
                variety of reasons (lack of capital, non-core area, etc.), which
                allows
                Elmworth the opportunity to farm-in on their lands (i.e. drill on
                their
                lands in order to earn a working interest in the
                well).


(c)
            drilling
                rig leverage - since drilling rigs are in such high demand, then
                there is
                an opportunity to utilize a secured rig as a negotiating tool to
                access
                drilling sites from other companies that have not secured a
                rig.


(d)
            technology
                leverage - through the technical strength of Elmworth’s consultants,
                contractors and advisory group there will be situations in which
                companies
                offer access to their land as a direct result of Elmworth’s willingness to
                work with their internal teams.





The
      acquisition of mineral rights on lands within the targeted area is an ongoing
      process that will continue throughout the drilling programs.





**Drilling
      capability:**





Even
      with
      the right personnel, drilling prospects and cash on hand, oil and gas companies
      are becoming increasingly frustrated by the lack of drilling rig availability.
      Oilfield service companies that own these drilling rigs are commanding premium
      day rates and the demand for drilling rigs currently exceeds the supply of
      drilling rigs in Canada. Compounding this demand-supply problem is the weather.
      When the ground in Alberta is thawing in the April to June period (i.e. called
      spring breakup), these rigs generally do not move and/or operate.




15




Elmworth
      has both the challenge of securing a drilling rig in September or October for
      the winter drilling season, and the scheduling issue of drilling several wells
      in northwestern Alberta before spring breakup.





**Projected
      Quarterly Milestones**





*August
      2005 to October 2005:*





●
            Add
                qualified directors and advisors.


●
            Add
                experienced consultants and employees to the core
                team.


●
            Setup
                permanent Calgary, Alberta office for us and our
                subsidiary.


●
            Continue
                processing and interpreting seismic that has been
                acquired.


●
            Commence
                work on target drilling locations.


●
            Secure
                a drilling rig for winter/spring drilling
                program.


●
            Actively
                communicate company developments to shareholder
                base.


●
            Commence
                planning for additional financings.




*November
      2005 to January 2006:*




●
            Continue
                to add qualified personnel at all levels in the
                Company.


●
            Continue
                acquiring, processing and interpreting seismic in targeted
                areas.


●
            Identify
                specific drilling locations and apply for well
                permits.


●
              Secure
                  additional funding from equity
                  sources.


●
              Acquire
                  initial land positions through crown lease
                  sales.


●
              Acquire
                  additional land position through joint
                  ventures.


●
            Prepare
                drilling sites for winter drilling
                program.





*February
      2006 to April 2006:*





●
            Add
                production based personnel.


●
            Commence
                winter drilling program on targeted
                locations.


●
            Raise
                significant amount of equity
                capital.


●
            Continue
                adding to land position via crown sales and joint
                ventures.





*May
      2006 to July 2006:*





●
            Commence
                work on completing wells drilled during the
                winter.


●
            Utilize
                spring breakup period to plan for next round of
                drilling.


●
            Continue
                to increase land position.





**Liquidity
      and Capital Resources**





As
      of
      July 31, 2005, we had working capital of $5,293,334, resulting from our cash
      and
      cash equivalents of $5,297,735 at quarter end. For the six months ended July
      31,
      2005, we generated a net cash flow deficit from operating activities of
      $246,004. Cash used in investing activities totaled $599,363, which was
      primarily utilized for the purchase of seismic data. Cash provided by financing
      activities totaled $5,995,000.





We
      expect
      significant capital expenditures during the next 12 months, contingent upon
      raising capital. These anticipated expenditures are for seismic data
      acquisitions, land and drilling rights acquisitions, drilling programs, overhead
      and working capital purposes. We have sufficient funds to conduct our operations
      for several months, but not for 12 months or more. There can be no assurance
      that financing will be available in amounts or on terms acceptable to us, if
      at
      all.




16




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





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





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





To
      date,
      we have generated minimal revenues and have incurred operating losses in every
      quarter. Our registered independent certified public accountants have stated
      in
      their report dated April 27, 2005, that we are an early exploration company
      and
      have not generated revenues. These factors among others may raise substantial
      doubt about our ability to continue as a going concern.





On
      June
      14, 2005, to obtain funding for our ongoing operations, we entered into a
      securities purchase agreement with a single accredited investor pursuant to
      which the investor purchased an 8% convertible debenture with a principal amount
      of $1,000,000, and a warrant to purchase 1,000,000 shares of our common stock,
      exercisable at a price of $1.00 per share until June 15, 2008. Pursuant to
      the
      securities purchase agreement, the investor had the right during the next 60
      days, but not the obligation, to purchase up to $5,000,000 of additional
      convertible debentures and warrants to purchase 5,000,000 shares of common
      stock. The investor exercised the purchase right and invested the additional
      $5,000,000 on July 14, 2005, in exchange for an 8% convertible debenture with
      a
      principal amount of $5,000,000 and a warrant to purchase 5,000,000 shares of
      our
      common stock, exercisable at a price of $1.00 per share until June 15,
      2008.





The
      convertible debenture is due and payable on June 10, 2007. The principal and
      accrued interest on the convertible debenture may be converted into shares
      of
      our common stock at a rate of $1.00 per share, at the option of the holder.
      The
      investor has contractually agreed to restrict its ability to convert the
      convertible debenture to an amount which would not exceed the difference between
      the number of shares of common stock beneficially owned by the holder or
      issuable upon exercise of the warrant held by such holder and 4.99% of the
      outstanding shares of our common stock.





Since
      the
      conversion price of the convertible debenture will be less than the market
      price
      of the common stock at the time the convertible debentures are issued, we
      anticipate recognizing a charge relating to the beneficial conversion feature
      of
      the convertible debentures during the quarter in which they are issued,
      including the second quarter of fiscal 2006 when $6,000,000 of convertible
      debentures were issued.





In
      connection with the private placement, we granted the investor registration
      rights. Pursuant to the registration rights agreement, if we did not file the
      registration statement by August 18, 2005, or if we did not have the
      registration statement declared effective within 120 days thereafter, we are
      obligated to pay liquidated damages in the amount of 1.0% for each 30-day period
      or pro rata for any portion thereof following the date by which such
      registration statement should have been filed for which no Registration
      Statement is filed. As of the date hereof, we have not filed a registration
      statement and are incurring liquidated damages.





17




**Critical
      Accounting Policies**





*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, exploration
      and
      development of oil and gas reserves, including such costs as leasehold
      acquisition costs, interest costs relating to unproved properties, geological
      expenditures and direct internal costs are capitalized into the full cost pool.
      As of July 31, 2005, we had no properties with proven reserves. When we obtain
      proven oil and gas reserves, capitalized costs, including estimated future
      costs
      to develop the reserves and estimated abandonment costs, net of salvage, will
      be
      depleted on the units-of-production method using estimates of proved reserves.
      Investments in unproved properties and major development projects including
      capitalized interest, if any, are not amortized until proved reserves associated
      with the projects can be determined. If the future exploration of unproved
      properties is determined uneconomical, the amounts of such properties are added
      to the capitalized cost to be amortized. As of July 31, 2005, all of our oil
      and
      gas properties were unproved and were excluded from amortization.




The
      capitalized costs included in the full cost pool are subject to a “ceiling
      test”, which limits such costs to the aggregate of the estimated present value,
      using an estimated discount rate, of the future net revenues from proved
      reserves, based on current economic and operating conditions and the estimated
      value of unproven properties.




*Foreign
      Currency Transactions*





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





**RISK
      FACTORS**





Much
      of
      the information included in this quarterly report includes or is based upon
      estimates, projections or other "forward-looking statements". Such
      forward-looking statements include any projections or estimates made by us
      and
      our management in connection with our business operations. While these
      forward-looking statements, and any assumptions upon which they are based,
      are
      made in good faith and reflect our current judgment regarding the direction
      of
      our business, actual results will almost always vary, sometimes materially,
      from
      any estimates, predictions, projections, assumptions or other future performance
      suggested herein.





Such
      estimates, projections or other "forward-looking statements" involve various
      risks and uncertainties as outlined below. We caution the reader that important
      factors in some cases have affected and, in the future, could materially affect
      actual results and cause actual results to differ materially from the results
      expressed in any such estimates, projections or other "forward-looking
      statements".





Our
      common shares are considered speculative. Prospective investors should consider
      carefully the risk factors set out below.





**We
      Have a History Of Losses Which May Continue, Which May Negatively Impact Our
      Ability to Achieve Our Business Objectives.**





We
      incurred net losses of $ 31,444 for the
      year ended January 31, 2005 and $ 16,237 for the
      year ended January 31, 2004. For the six months ended July 31, 2005, we incurred
      a net loss of $688,334. We cannot assure you that we can achieve or sustain
      profitability on a quarterly or annual basis in the future. Our operations
      are
      subject to the risks and competition inherent in the establishment of a business
      enterprise. There can be no assurance that future operations will be profitable.
      Revenues and profits, if any, will depend upon various factors, including
      whether we will be able to continue expansion of our revenue. We may not achieve
      our business objectives and the failure to achieve such goals would have an
      adverse impact on us.




18




**If
      We Are Unable to Obtain Additional Funding Our Business Operations Will be
      Harmed and If We Do Obtain Additional Financing Our Then Existing Shareholders
      May Suffer Substantial Dilution.**





We
      will
      require additional funds to sustain and expand our oil and gas exploration
      activities. We anticipate that we will require up to approximately $21,000,000
      to fund our continued and planned operations for the next twelve months,
      depending on revenue from operations. Additional capital will be required to
      effectively support the operations and to otherwise implement our overall
      business strategy. There can be no assurance that financing will be available
      in
      amounts or on terms acceptable to us, if at all. The inability to obtain
      additional capital will restrict our ability to grow and may reduce our ability
      to continue to conduct business operations. If we are unable to obtain
      additional financing, we will likely be required to curtail our marketing and
      exploration plans and possibly cease our operations. Any additional equity
      financing may involve substantial dilution to our then existing
      shareholders.




**Our
      Independent Auditors Have Expressed Substantial Doubt About Our Ability to
      Continue As a Going Concern, Which May Hinder Our Ability to Obtain Future
      Financing.**





In
      their
      report dated April 27, 2005, our independent auditors stated that our financial
      statements for the year ended January 31, 2005 were prepared assuming that
      we
      would continue as a going concern. Our ability to continue as a going concern
      is
      an issue raised as a result of recurring losses from operations and working
      capital deficiency. We continue to experience net operating losses. Our ability
      to continue as a going concern is subject to our ability to generate a profit
      and/or obtain necessary funding from outside sources, including obtaining
      additional funding from the sale of our securities, increasing sales or
      obtaining loans and grants from various financial institutions where possible.
      Our continued net operating losses increase the difficulty in meeting such
      goals
      and there can be no assurances that such methods will prove successful.




**We
      Have a Limited Operating History and if We are not Successful in Continuing
      to
      Grow Our Business, Then We may have to Scale Back or Even Cease Our Ongoing
      Business Operations.**





We
      have
      no history of revenues from operations and have no significant tangible assets.
      We have yet to generate positive earnings and there can be no assurance that
      we
      will ever operate profitably. Our company has a limited operating history and
      must be considered in the development stage. Our success is significantly
      dependent on a successful acquisition, drilling, completion and production
      program. Our operations will be subject to all the risks inherent in the
      establishment of a developing enterprise and the uncertainties arising from
      the
      absence of a significant operating history. We may be unable to locate
      recoverable reserves or operate on a profitable basis. We are in the development
      stage and potential investors should be aware of the difficulties normally
      encountered by enterprises in the development stage. If our business plan is
      not
      successful, and we are not able to operate profitably, investors may lose some
      or all of their investment in our company.





**Because
      We Are Small and Do Not Have Much Capital, We May Have to Limit our Exploration
      Activity Which May Result in a Loss of Your Investment.**





Because
      we are small and do not have much capital, we must limit our exploration
      activity. As such we may not be able to complete an exploration program that
      is
      as thorough as we would like. In that event, existing reserves may go
      undiscovered. Without finding reserves, we cannot generate revenues and you
      will
      lose your investment.





**If
      We Are Unable to Retain the Services of Mr. Gustafson or If We Are Unable to
      Successfully Recruit Qualified Managerial and Field Personnel Having Experience
      in Oil and Gas Exploration, We May Not Be Able to Continue Our Operations.**





Our
      success depends to a significant extent upon the continued service of Mr. Mark
      Gustafson, our Chief Executive Officer, President, and a director. Loss of
      the
      services of Mr. Gustafson could have a material adverse effect on our growth,
      revenues, and prospective business. We do not maintain key-man insurance on
      the
      life of Mr. Gustafson. In addition, in order to successfully implement and
      manage our business plan, we will be dependent upon, among other things,
      successfully recruiting qualified managerial and field personnel having
      experience in the oil and gas exploration business. Competition for qualified
      individuals is intense. There can be no assurance that we will be able to find,
      attract and retain existing employees or that we will be able to find, attract
      and retain qualified personnel on acceptable terms.





19




**As
      Our Properties are in the Exploration and Development Stage, There Can be no
      Assurance That We Will Establish Commercial Discoveries on Our Properties.**





Exploration
      for economic reserves of oil and gas is subject to a number of risk factors.
      Few
      properties that are explored are ultimately developed into producing oil and/or
      gas wells. Our properties are in the exploration and development stage only
      and
      are without proven reserves of oil and gas. We may not establish commercial
      discoveries on any of our properties.





**The
      Potential Profitability of Oil and Gas Ventures Depends Upon Factors Beyond
      the
      Control of Our Company.**





The
      potential profitability of oil and gas properties is dependent upon many factors
      beyond our control. For instance, world prices and markets for oil and gas
      are
      unpredictable, highly volatile, potentially subject to governmental fixing,
      pegging, controls, or any combination of these and other factors, and respond
      to
      changes in domestic, international, political, social, and economic
      environments. Additionally, due to worldwide economic uncertainty, the
      availability and cost of funds for production and other expenses have become
      increasingly difficult, if not impossible, to project. These changes and events
      may materially affect our financial performance.





Adverse
      weather conditions can also hinder drilling operations. A productive well may
      become uneconomic in the event water or other deleterious substances are
      encountered which impair or prevent the production of oil and/or gas from the
      well. In addition, production from any well may be unmarketable if it is
      impregnated with water or other deleterious substances. The marketability of
      oil
      and gas which may be acquired or discovered will be affected by numerous factors
      beyond our control. These factors include the proximity and capacity of oil
      and
      gas pipelines and processing equipment, market fluctuations of prices, taxes,
      royalties, land tenure, allowable production and environmental protection.
      These
      factors cannot be accurately predicted and the combination of these factors
      may
      result in our company not receiving an adequate return on invested capital.





**Competition
      In The Oil And Gas Industry Is Highly Competitive And There Is No Assurance
      That
      We Will Be Successful In Acquiring The Leases.**





The
      oil
      and gas industry is intensely competitive. We compete with numerous individuals
      and companies, including many major oil and gas companies, which have
      substantially greater technical, financial and operational resources and staffs.
      Accordingly, there is a high degree of competition for desirable oil and gas
      leases, suitable properties for drilling operations and necessary drilling
      equipment, as well as for access to funds. We cannot predict if the necessary
      funds can be raised or that any projected work will be completed.





**Our
      Management Competes Against Us In The Oil And Gas
      Industry.**





In
      addition to their positions with our company, our management currently engages,
      and intends to engage in the future, in the oil and gas business independently
      of us. As a result, conflicts of interest between us and management of our
      company might arise.





**The
      Marketability of Natural Resources Will be Affected by Numerous Factors Beyond
      Our Control Which May Result in Us not Receiving an Adequate Return on Invested
      Capital to be Profitable or Viable.**





The
      marketability of natural resources which may be acquired or discovered by us
      will be affected by numerous factors beyond our control. These factors include
      market fluctuations in oil and gas pricing and demand, the proximity and
      capacity of natural resource markets and processing equipment, governmental
      regulations, land tenure, land use, regulation concerning the importing and
      exporting of oil and gas and environmental protection regulations. The exact
      effect of these factors cannot be accurately predicted, but the combination
      of
      these factors may result in us not receiving an adequate return on invested
      capital to be profitable or viable.





20




**Oil
      and Gas Operations are Subject to Comprehensive Regulation Which May Cause
      Substantial Delays or Require Capital Outlays in Excess of Those Anticipated
      Causing an Adverse Effect on Our Company.**





Oil
      and
      gas operations are subject to federal, state, and local laws relating to the
      protection of the environment, including laws regulating removal of natural
      resources from the ground and the discharge of materials into the environment.
      Oil and gas operations are also subject to federal, state, and local laws and
      regulations which seek to maintain health and safety standards by regulating
      the
      design and use of drilling methods and equipment. Various permits from
      government bodies are required for drilling operations to be conducted; no
      assurance can be given that such permits will be received. Environmental
      standards imposed by federal, provincial, or local authorities may be changed
      and any such changes may have material adverse effects on our activities.
      Moreover, compliance with such laws may cause substantial delays or require
      capital outlays in excess of those anticipated, thus causing an adverse effect
      on us. Additionally, we may be subject to liability for pollution or other
      environmental damages which it may elect not to insure against due to
      prohibitive premium costs and other reasons. To date we have not been required
      to spend any material amount on compliance with environmental regulations.
      However, we may be required to do so in future and this may affect our ability
      to expand or maintain our operations.





**Exploration
      and Production Activities are Subject to Certain Environmental Regulations
      Which
      May Prevent or Delay the Commencement or Continuance of Our Operations.**





In
      general, our exploration and production activities are subject to certain
      federal, state and local laws and regulations relating to environmental quality
      and pollution control. Such laws and regulations increase the costs of these
      activities and may prevent or delay the commencement or continuance of a given
      operation. Compliance with these laws and regulations has not had a material
      effect on our operations or financial condition to date. Specifically, we are
      subject to legislation regarding emissions into the environment, water
      discharges and storage and disposition of hazardous wastes. In addition,
      legislation has been enacted which requires well and facility sites to be
      abandoned and reclaimed to the satisfaction of state authorities. However,
      such
      laws and regulations are frequently changed and we are unable to predict the
      ultimate cost of compliance. Generally, environmental requirements do not appear
      to affect us any differently or to any greater or lesser extent than other
      companies in the industry.





We
      believe that our operations comply, in all material respects, with all
      applicable environmental regulations. Our operating partners maintain insurance
      coverage customary to the industry; however, we are not fully insured against
      all possible environmental risks.





**Exploratory
      Drilling Involves Many Risks and We May Become Liable for Pollution or Other
      Liabilities Which May Have an Adverse Effect on Our Financial Position.**





Drilling
      operations generally involve a high degree of risk. Hazards such as unusual
      or
      unexpected geological formations, power outages, labor disruptions, blow-outs,
      sour gas leakage, fire, inability to obtain suitable or adequate machinery,
      equipment or labor, and other risks are involved. We may become subject to
      liability for pollution or hazards against which it cannot adequately insure
      or
      which it may elect not to insure. Incurring any such liability may have a
      material adverse effect on our financial position and operations.





**Any
      Change to Government Regulation/Administrative Practices May Have a Negative
      Impact on Our Ability to Operate and Our Profitability.**





The
      laws,
      regulations, policies or current administrative practices of any government
      body, organization or regulatory agency in the United States or any other
      jurisdiction, may be changed, applied or interpreted in a manner which will
      fundamentally alter the ability of our company to carry on our business.





The
      actions, policies or regulations, or changes thereto, of any government body
      or
      regulatory agency, or other special interest groups, may have a detrimental
      effect on us. Any or all of these situations may have a negative impact on
      our
      ability to operate and/or our profitably.





21





**Risks
      Relating to Our Common Stock** **:**





**There
      Are a Large Number of Shares Underlying Our Convertible Debentures and Warrants
      That May be Available for Future Sale and the Sale of These Shares May Depress
      the Market Price of Our Common Stock.**





As
      of
      August 15, 2005, we had 17,982,530 shares of common stock issued and
      outstanding, convertible debentures outstanding that may be converted into
      6,000,000 shares of common stock and outstanding warrants to purchase 6,000,000
      shares of common stock. All of the shares, including all of the shares issuable
      upon conversion of the convertible debentures and upon exercise of our warrants,
      may be sold without restriction. The sale of these shares may adversely affect
      the market price of our common stock.





**If
      We Fail to Remain Current in Our Reporting Requirements, We Could be Removed
      From the OTC Bulletin Board Which Would Limit the Ability of Broker-Dealers
      to
      Sell Our Securities and the Ability of Stockholders to Sell Their Securities
      in
      the Secondary Market.**





Companies
      trading on the OTC Bulletin Board, such as us, must be reporting issuers under
      Section 12 of the Securities Exchange Act of 1934, as amended, and must be
      current in their reports under Section 13, in order to maintain price quotation
      privileges on the OTC Bulletin Board. If we fail to remain current on our
      reporting requirements, we could be removed from the OTC Bulletin Board. As
      a
      result, the market liquidity for our securities could be severely adversely
      affected by limiting the ability of broker-dealers to sell our securities and
      the ability of stockholders to sell their securities in the secondary market.





**Our
      Common Stock is Subject to the "Penny Stock" Rules of the SEC and the Trading
      Market in Our Securities is Limited, Which Makes Transactions in Our Stock
      Cumbersome and May Reduce the Value of an Investment in Our Stock.**





The
      Securities and Exchange Commission has adopted Rule 15g-9 which establishes
      the
      definition of a "penny stock," for the purposes relevant to us, as any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      For
      any transaction involving a penny stock, unless exempt, the rules require:





·
            that
                a broker or dealer approve a person's account for transactions in
                penny
                stocks; and


·
            the
                broker or dealer receive from the investor a written agreement to
                the
                transaction, setting forth the identity and quantity of the penny
                stock to
                be purchased.





In
      order
      to approve a person's account for transactions in penny stocks, the broker
      or
      dealer must:





·
            obtain
                financial information and investment experience objectives of the
                person;
                and


·
            make
                a reasonable determination that the transactions in penny stocks
                are
                suitable for that person and the person has sufficient knowledge
                and
                experience in financial matters to be capable of evaluating the risks
                of
                transactions in penny stocks.





The
      broker or dealer must also deliver, prior to any transaction in a penny stock,
      a
      disclosure schedule prescribed by the Commission relating to the penny stock
      market, which, in highlight form:





·
            sets
                forth the basis on which the broker or dealer made the suitability
                determination; and


·
            that
                the broker or dealer received a signed, written agreement from the
                investor prior to the transaction.





Generally,
      brokers may be less willing to execute transactions in securities subject to
      the
      "penny stock" rules. This may make it more difficult for investors to dispose
      of
      our common stock and cause a decline in the market value of our stock.





Disclosure
      also has to be made about the risks of investing in penny stocks in both public
      offerings and in secondary trading and about the commissions payable to both
      the
      broker-dealer and the registered representative, current quotations for the
      securities and the rights and remedies available to an investor in cases of
      fraud in penny stock transactions. Finally, monthly statements have to be sent
      disclosing recent price information for the penny stock held in the account
      and
      information on the limited market in penny stocks.





22





**ITEM
                3.**
              **CONTROLS
                  AND PROCEDURES**





*a)*
            *Evaluation
                of Disclosure Controls and Procedures:*As
                of July 31, 2005, our management carried out an evaluation, under
                the
                supervision of our Chief Executive Officer and Chief Financial Officer
                of
                the effectiveness of the design and operation of our system of disclosure
                controls and procedures pursuant to the Securities and Exchange Act,
                Rule
                13a-15(e) and 15d-15(e) under the Exchange Act).  Based on
                that
                evaluation, our chief executive officer and chief financial officer
                concluded that our disclosure controls and procedures are effective
                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 accumulated and communicated to our management, including
                our chief executive officer and chief financial officer, as appropriate,
                to allow timely decisions regarding required
                disclosure.





*b)*
            *Changes
                in internal controls:*There were no changes in internal controls over financial reporting
                that
                occurred during the period covered by this report that have materially
                affected, or are reasonably likely to materially effect, our internal
                control over financial reporting.








23




**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. Except as disclosed below,
      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.





On
      July
      29, 2005, we received a letter from counsel for Golden Eagle Energy Ltd. which
      accused Ron Hietala, the President of our Elmsworth subsidiary, of usurping
      a
      corporate opportunity presented to Golden Eagle Energy, at which Mr. Hietala
      worked prior to his employment with us. We have retained counsel in this matter
      and our counsel has provided a response to Golden Eagle Energy denying all
      their
      claims.





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





On
      May
      16, 2005, we sold 4,000,000 shares of our common stock to our President, Mark
      Gustafson, for consideration of $40,000. Such issuance was considered exempt
      from registration by reason of Section 4(2) of the Securities Act of
      1933.





On
      June
      2, 2005, we sold 2,000,000 shares of our common stock to each of Ron Hietala
      and
      Ron Kinniburgh for consideration of $20,000 each. On July 20, 2005, we and
      Ron
      Kinniburgh agreed to rescind his stock purchase and returned his shares to
      treasury in exchange for the return of his $20,000. Such issuances were
      considered exempt from registration by reason of Section 4(2) of the Securities
      Act of 1933.





**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**





31.1
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
                promulgated under the Securities and Exchange Act of 1934, as
                amended





31.2
            Certification
                of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a),
                promulgated under the Securities and Exchange Act of 1934, as
                amended





32.1
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 (Chief Executive
                Officer)





32.2
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002 (Chief Financial
                Officer)





24






**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 CORPORATION**Date: 
                September 20, 2005
              By:
              /s/ 
                MARK GUSTAFSONMark
                  GustafsonPresident
                  (Principal Executive Officer),
                Principal
                  FinancialOfficer
                  and Principal Accounting
                  Officer


25