SecProbe.io

CORRESP
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filename1.htm

 10th September, 2024

Lily
Dang / Karl Hiller

Division
of Corporation Finance

Office
of Energy and Transportation

Securities
and Exchange Commission

Washington
DC 29549

USA

Dear
Lily Dang / Karl Hiller,

Re:
Form 20F for Fiscal year ended December 31, 2923, File: 000-55539

We
acknowledge receipt of your letter dated August 20, 2024 and wish to offer the following response for your consideration.

 1. Form
                                            6k

We
have now filed the required 6k forms attaching the press releases. We apologize for the oversight and will ensure all future press releases
are submitted on time.

 2. Major
                                            Shareholders and Related Party Transactions

ISSUE:
The SEC has expressed concerns about omitting the 5% shareholder information from form 20-F.

RESPONSE:
On November 4, 2021 we received of notice of effectiveness pursuant to a S-4/A prospectus uploaded October 27, 2021 in regards to
the Company’s proposed redomiciling from Delaware, USA to British Columbia, Canada. Shareholders approved this move and as such
the Company became a foreign issuer in the USA from that point onwards. As a result, it was our understanding we no longer were required
to report 5% shareholder information as a foreign issuer thereafter.

If
we are in error, we will amend our financial disclosure as may be required by the SEC, based on the following information.

Suite 700 – 838 West Hastings Street, Vancouver
V6B0A6, Canada

We
have conducted a review of our records and report the below details of 5% shareholder information:

    Total
    Company Shares issued and outstanding
    Shareholder
    Position
    %

 Ownership

    2021

    Parvez Tyab Family Trust
      185,169,792
      3,177,500
      1.7

    Arthur Halleran
      185,169,792
      10,576,768
      5.7

    David Thompson
      185,169,792
      5.770.000
      3.11

    2022

    Parvez Tyab Family Trust
      383,875,552
      251,000

    Arthur Halleran
      383,875,552
      10,576,768
      2.75

    David Thompson
      383,875,552
      5.570.000
      1.45

    2023*

    Parvez Tyab Family Trust
      115,250,810
      200

    Arthur Halleran
      115,250,810
      2,330,000
      2.02

    David Thompson
      115,250,810
      828.400
      0.72

*Note
the company rolled its shares back 5:1 during September 2023

According,
if we were wrong in our assessment of our reporting requirements then only Arthur Halleran (Trillion’s CEO) holding 5.7% was reportable
and thereafter (due to dilution through financings primarily) the positions dropped below 5%.

Please
confirm if it is your view that we should file an amendment to the Form 20F for 2021. For the 2023 refiling we will include information
that we have no 5% shareholders.

 3. Audit
                                            Report issue for 2021 comparative financial statements Page F-1

ISSUE:
We wish to address your concerns over the prior 2021 comparative financial statements. In your letter, the SEC has raised concerns
about the “nature and extent of adjustments” and referred us to the Q4/A4 of the June 9, 2006 PCAOB publication “Adjustments
to Prior-Period Financial Statements Audited by a Predecessor Auditor” (“the PCAOB Guidance”) and whether or
not this guidance requires am audit of the prior period adjustment (“PPA”) (but not the whole financial statement) or rather,
an entire reaudit of the financial statements is required by the current auditor.

RESPONSE:
To fully consider this issue, it is necessary to consider the factors set out in the PCAOB Guidance and requirements in Form 20-F.

 Firstly, we would like
to discuss the nature of the adjustment which impacts the PCAPB Guidance.

The
adjustment was a reclassification of owners’ equity from one account to another, without impacting assets or liabilities, or cash
flow of the Company. The amount was initially recorded in the wrong account due to the incorrect interpretation of accounting rules.

As
a result of the error, the net loss and accumulated deficit was underreported by $3,064,400 and paid-in capital underreported for the
same amount. The incorrect application of accounting policy was identified upon the change of auditor to MNP.

In
your letter you have stated “it appears that you should have the 2021 financial statements restored (to include the disclosures
referenced above) and

fully
audited by MNP LLP to comply with Item 8.A.3 of Form 20-F.”

We
do not believe that a fully reaudit of the financial statements is required to comply with Item 8 of Form 20-F and instead maintain that
we were only required to audit the adjustment for the following reasons.

 ● The
                                            nature of the error is an unintentional misinterpretation/application of an accounting standard
                                            (as opposed to an intentional misstatement);

 ● It
                                            was a discrete and isolated account issue and is not “extensive nor pervasive”,
                                            which, under the PCAOB Guidance weighs towards an audit of the PPA not an entire reaudit;

 ● The
                                            prior auditor cooperated with the adjustment

The
guidance suggests the successor auditor is well placed to determine whether the reaudit is required. In this case, the successor auditor
was able to form an opinion and audit the adjustment and issue the audit opinion subsequently on the adjustment.

Secondly,
we consulted with our local regulator, the B.C. Securities Commission (“BCSC”) on the issue of audit, audit opinion
letter provide on our 2022 financial statements and relevant issues at the time.

We
advised the BCSC that our prior auditor (Harbourside) deregistered as a PCAOB eligible firm and at the same time, we were converting
from US GAAP to IFRS, because of redomiciling to Canada and also of the error discovered. We provided the draft audit opinion and draft
financial statements to the BCSC before filing. We advised the BCSC that we asked Harborside to correct the error and reaudit
2021 under IFRS, but they responded that they were unable to do so because they deregistered from PCAOB.

Suite 700 – 838 West Hastings Street, Vancouver
V6B0A6, Canada

Form
20-F contemplates that the local regulator may provide an exception to the inclusion of three years audited financial
statements under F-20 Item 8 where an auditor has refused to provide a audit report, or the report has
qualifications, where it states:

“Item
8. Financial Information

The
purpose of this standard is to specify which financial statements must be included in the document, as well as the periods to be covered,
the age of the financial statements and other information of a financial nature.

Consolidated
Statements and Other Financial Information

The
audit report(s) must cover each of the periods for which these international disclosure standards require audited financial statements.
If the auditors have refused to provide a report on the annual accounts or if the report(s) contain qualifications or disclaimers, such
refusal or such qualifications or disclaimers shall be reproduced in full and the reasons given, so the host country securities
regulator can determine whether or not to accept the financial statements.”

We
consulted our local regulator because Harborside advised us in an email when we asked them to reaudit of the adjustment / IFRS issue,
that they could not do so, stating:

“If
the 12/31/21 audited financial statements are being adjusted/restated, Harbourside will be unable to audit the adjustments made
to the financial statements because the requirement is to be registered with PCAOB which Harbourside no longer is. MNP will have
to audit any adjustments being made and Harbourside will reissue an audit report with the same date that was used but to incorporate
additional wording.”

Accordingly,
because Harborside lost status with PCAOB, they declined or refused to make the reaudit sought of the comparatives
and IFRS conversion.

 There
therefore contacted our  local regulator (the BCSC)
proposing that the current auditor MNP audit the prior period adjustment and to have the comparative financials
statements stated in IFRS for 2021 marked “unaudited”.

 The BCSC accepted our proposal,
and after reviewing the financial statements and draft audit opinion advised they had no further comments. Thus,
we prepared and filed our annual financial statements in this manner.

As such, we rely upon the Item 8 Form 20-F
where it states the “host country securities regulator can determine whether or not to accept the financial statements  ”
to qualify for an exception in this case to the audit requirement for the 2021 comparative statements.

 Thirdly, Section G (A) Page 10
of Form 20-F provides an exemption from providing the third-year comparative financial statement on an audited basis when an IFRS from
US GAAP conversion has occurred. We believe we qualify for this exemption, because our 2023 and 2022 financial statements are
audited under IFRS and 2021 under US GAAP and it is now the third-year financial statement as covered by G (A).

 Accordingly, it is our position that
the inclusion of the third year (2021) comparative financial statements on an audited basis in the December 31, 2023 20-F annual report
is not required given the IFRS transition and that an unaudited basis is acceptable because of the IFRS transition.

 Paragraph G of Form 20-F states:

 (a) Omission of Certain Required Financial
Statements. An issuer that changes the body of accounting principles used in preparing its financial statements presented pursuant
to Item 8.A.2 (“Item 8.A.2”) to International Financial Reporting Standards (“IFRS”) issued by the International
Accounting Standards Board (“IASB”) may omit the earliest of the three years of audited financial statements required
by Item 8.A.2 if the issuer satisfies the conditions set forth in this Instruction G. For purposes of this instruction, the term
“financial year” refers to the first financial year beginning on or after January 1 of the same calendar year.

 (2) Annual Reports.
This instruction shall be available for annual reports if:

 (A) The issuer adopts IFRS for the first
time by an explicit and unreserved statement of compliance with IFRS; and

 (B)
                                            The audited financial statements for the issuer’s financial year to which the annual
                                            report relates are prepared in accordance with IFRS.

 Our read of the guidance therefor suggests that we are not required
to audit the third year and can present on an unaudited basis the 2021 comparative financial statements, as we have done in our 2023
annual report 20-F.

 4. Change
                                            of Auditors

We
confirm we will expand the note disclosure in the December 31, 2023 Form 20-F pertaining to Item 16.F for the change of auditors and
attach the respective consent letters of the former and current auditor as an appendix.

Summary

We
enclose a draft copy of the 20-F/A tracked changes version for your review as well as email from BCSC indicating they had no further
comments on our financial statements filed that the SEC has queried.

As
soon as we have a response from you on this and any further matters we are prepared to refile our 20-F/A.

I
look forward to your response.

Kind
regards,

/s/
David Thompson

David
Thompson CPA

CFO
and Director

Suite 700 – 838 West Hastings Street, Vancouver
V6B0A6, Canada

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
20-F/A

(RESTATED)

    ☐
    REGISTRATION
    STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

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

For
the Fiscal Year Ended December 31, 2023

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

For
transition period from January 1, 2023 to December 31, 2023

    ☐
    shell
    company report pursuant to section 13 or 15(d)
    of the securities exchange act of 1934.

Date
of event requiring this shell company report __________

Commission
File Number: 000-55539

TRILLION
ENERGY INTERNATIONAL INC.

(Exact
name of Registrant as specified in its charter)

british
columbia

(Jurisdiction
of incorporation or organization)

Suite
700, 838 W. Hastings Street, Vancouver, BC V6C 0A6

(Address
of principal executive offices)

Mr.
Arthur Halleran

(T):
250-996-4211, Email: arth@trillionenergy.com

Suite
700, 838 W. Hastings Street

Vancouver,
BC V6C 0A6

(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities
registered or to be registered pursuant to Section 12(b) of the Act: None

Securities
registered or to be registered pursuant to Section 12(g) of the Act:

    Common
    Stock, No Par Value

    N/A

    (Title
    of Class)

    (Exchange
    on which registered)

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number
of outstanding shares of each of the Registrant’s classes of capital or common stock as of the year ended December 31, 2023: 115,250,810.
Common Shares with no par value.

Indicate
by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

    ☐
    Yes

    ☒
    No

If
this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.

    ☐
    Yes

    ☒
    No

Note:
Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 from their obligations under those Sections.

Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days:

    ☒
    Yes

    ☐
    No

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).

    ☐
    Yes

    ☒
    No

Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth
company. See definition of “large accelerated filer”, “accelerated filer” and “emerging growth company”
in Rule 12b-2 of the Exchange Act. (Check one):

    Large
    accelerated filer ☐
    Accelerated
    filer ☐
    Non-accelerated
    filer ☒

    Emerging
    Growth Company ☐

If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act. ☐

Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

    U.S.
    GAAP ☐
    International Financial Reporting Standards as issued by the International Accounting Standards Board ☒
    Other
    ☐

If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow.