Triangle Petroleum Corporation
Calgary, Alberta, Canada T2P 3T3
July 24, 2007
VIA EDGAR AND FEDERAL EXPRESS
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-7010
Attn: | Anne Nguyen-Parker, Branch Chief Division of Corporation Finance Donna Levy, Esq. |
Re: | Triangle Petroleum Corporation Post-Effective Amendment on Form S-1 Filed June 27, 2007 File No. 333-131099 |
Ladies and Gentlemen:
The following responses address the comments of the reviewing Staff of the Commission as set forth in a comment letter dated July 11, 2007 relating to the Post-Effective Amendment on Form S-1 to a Registration Statement on Form SB-2, filed with the SEC on June 27, 2007 (collectively, the “Form SB-2”). The answers set forth herein refer to each of the Staffs' comments by number.
We are filing herewith Post-Effective Amendment No. 4 to our Form SB-2..
Where You Can Find More Information, page 1
1. | Please remove the reference to our public reference facilities in Chicago and New York. |
Response
We have removed any reference to public reference facilities in Chicago and New York.
Incorporation of Documents by Reference, page 1
2. | It does not appear that you are able to incorporate by reference your previous filings pursuant to General Instruction VII of Form S-1, as you are a penny stock issuer. We refer you to the risk factor on page 10. You are also ineligible to incorporate by reference future filings into the S-1. Please revise your registration statement to specifically include the information you have omitted in reliance on General Instruction VII of Form S-1. |
Securities and Exchange Commission
July 24, 2007
Page 2 of 2
Response
We have removed any reference to incorporation of information by reference, either in the Form S-1 or of future filings. The Post-Effective Amendment includes all disclosure required for a Form S-1.
We trust that the foregoing appropriately addresses the issues raised by your recent Letter of Comment. Thank you in advance for your prompt review and assistance.
Very truly yours, /s/ MARK GUSTAFSON Mark Gustafson Chief Executive Officer |