SecProbe.io

CORRESP
1
filename1.htm

October
22, 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, 2023, File: 000-55539

We
acknowledge receipt of your second letter dated October 2, 2024 and wish to offer the following response for your consideration.

    1.
    Form
    6k 2023 Reserve Report

We
have now filed the 2023 reserve report on Form 6-K.

    2.
    Change
    in auditor

We
have amended our disclosures in Item 16F of the draft 2023 20F/A for your review and included a draft letter from our Former Auditor,
which is included as Exhibit 13.3 to the attached draft 2023 20F/A. It is our understanding that there is no
required letter from the Successor Auditor.

    3.
    Major
    Shareholders and Related Party Transactions

We
have amended our disclosures in Item 7.A and Item 9.A of the draft 2023 20F/A for your review.

    4.
    Financial
    Statements, page F-1

Our
auditors have agreed to remove any “unaudited” labels previously included in the financial statements. We have prepared a
revised set of financial statements that include the statements of financial position as at December 31, 2023, 2022, 2021 and January
1, 2021, the statements of income (loss) and comprehensive income (loss), stockholders’ equity, and cash flows for the years ended
December 31, 2023, 2022, and 2021. In addition, the notes to the revised financial statements include all applicable First-time Adoption
of IFRS and restatement notes to bring all historically filed financial statements current through December 31, 2023 with all “unaudited”
labels removed. The audit report attached to these financial statements will cover all periods, adjustments and restatements in accordance
with PCAOB standards. We have included a draft of these financial statements in the attached draft 2023 20F/A for your review. These
are currently under review by our auditors, and we will provide an updated copy including the draft audit report for your review as soon
as possible. We have also updated the disclosures in Item 1.C to be consistent with the efforts outlined above.

Summary

We
enclose a draft copy of the 20-F/A tracked changes version for your review

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.

    ☐
    Item 17

    ☐
    Item 18

If
this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).

    ☐
    Yes

    ☒
    No

(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate
by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by court.

    ☐
    Yes

    ☐
    No

Restatement
of Previously Issued Form 20-F

The
Company has restated its consolidated financial statements for the year ended December 31, 2023 as a result of a foreign exchange loss
on intercompany accounts that was previously recorded in net loss, and which should have been recorded in other comprehensive loss. IAS
21, The effects of changes in foreign exchange rates, requires that foreign exchange gains and losses on items that form part
of an entity’s net investment in a foreign operation, should be recognized in other comprehensive income or loss in the Company’s
consolidated financial statements.

The
restatement had no impact on the reported assets, liabilities, total shareholders’ equity, cash flows or comprehensive loss.

In
addition, the Company has included comparative periods in these consolidated financial statements that were previously labeled “Unaudited”
or “Audited”, these labels have been removed as the columns are now covered by the auditors’ report attached to these
consolidated financial statements.

See
note 27 of the restated consolidated financial statements for details of the balances and changes.

The
table below highlights the resulting restatements in this Form 20-F:

    For the year ended December 31, 2023
    As previously reported

 $

    Restatement

 $

    As restated

 $

    Foreign exchange loss
      (10,990,604 )
      1,058,352
      (9,932,252 )

    Total other income (expense)
      4,239,593
      1,058,352
      5,297,945

    Net loss
      (1,102,194 )
      1,058,352
      (43,842 )

    Net income (loss) per share – Basic and diluted
      (0.01 )
      0.01
      (0.00 )

TABLE
OF CONTENTS

    GENERAL MATTERS
    1

    Item
    1.
    Identity of Directors, Senior Management and Advisers
    2

    Item
    2.
    OFFER STATISTICS AND EXPECTED TIMETABLE
    2

    Item
    3.
    KEY INFORMATION
    2

    Item
    4.
    INFORMATION ON THE COMPANY
    12

    Item
    4A.
    unresolved staff comments
    17

    Item
    5.
    operating and financial review and prospects
    17

    Item
    6.
    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    21

    Item
    7.
    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    25

    Item
    8.
    FINANCIAL INFORMATION
    25

    Item
    9.
    THE OFFER AND LISTING
    26

    Item
    10.
    ADDITIONAL INFORMATION
    27

    Item
    11.
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    34

    Item
    12.
    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    34

    Item
    13.
    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
    34

    Item
    14.
    Material Modifications to the Rights of Security Holders and Use of pROCEED
    34

    Item
    15.
    CONTROLS AND PROCEDURES
    35

    Item
    16A.
    AUDIT COMMITTEE FINANCIAL EXPERT
    36

    Item
    16B.
    CODE OF ETHICS
    36

    Item
    16C.
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    36

    Item
    16D.
    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
    36

    Item
    16E.
    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
    37

    Item
    16F.
    CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
    37

    Item
    16G.
    CORPORATE GOVERNANCE
    37

    Item
    16H.
    MINE SAFETY DISCLOSURE
    38

    Item
    17.
    FINANCIAL STATEMENTS
    38

    Item
    18.
    FINANCIAL STATEMENTS
    38

    Item
    19.
    EXHIBITS
    39

GENERAL
MATTERS

Convention

In
this Form 20-F Annual Report, all references to “British Columbia” are references to the Province of British Columbia. All
references to the “Government” are references to the government of the Province of British Columbia. Unless otherwise noted,
all references to “common shares”, “shares” or “common stock” are references to the common shares
of the Company. All references to the “Company” or “Trillion” are references to “Trillion Energy International
Inc.”.

In
this document, all references to “SEC” or “Commission” are reference to the United States Securities and Exchange
Commission. References to “$” are to the currency of the United States of America.

Forward
Looking Statements

This
Form 20-F Annual Report includes “forward-looking statements”. A shareholder or prospective shareholder should bear this
in mind when assessing the Company’s business. All statements included in this annual report, other than statements of historical
facts, including, without limitation, the statements located elsewhere herein regarding industry prospects and the Company’s financial
position, are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements
are reasonable, it can give no assurance that such expectations will prove to have been correct.

    1

PART
I

Item
1. Identity of Directors, Senior Management and Advisers

A.
Directors and Senior Management

Refer
to Item 6.

B.
Advisers

Not
applicable.

C.
Auditors

The
independent auditors for the Company are MNP LLP, Suite 1500, 640 - 5th Avenue SW Calgary, Alberta T2P 3G4 for the Company’s December
31, 2023 and 2022 year ends.

The independent auditors for the December 31, 2021
year end was Harbourside CPA LLP (“Harbourside”), Suite 1140 – 1185 West Georgia Street, Vancouver, BC V6E 4E6.

The consolidated financial statements for the years
ended December 31, 2021 and December 31, 2020 were audited by Harbourside who expressed an unmodified opinion on those consolidated financial
statements on April 29, 2022 in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

As a result of the Company’s redomiciling
from Delaware, USA to British Columbia, Canada, the Company became a foreign issuer in the USA and transitioned from US GAAP to IFRS
for the purposes of its December 31, 2022 consolidated financial statements, which include the restatement of the comparative period
for the year ended December 31, 2021 from US GAAP to IFRS. The restatement adjustments from US
GAAP to IFRS for the December 31, 2021, comparative period were audited by MNP LLP.

For
the year ended December 31, 2021, to be marked as “Audited” in the Company’s IFRS consolidated financial statements
for the 2023 and 2022 fiscal years, the successor auditor, MNP LLP, requires of the predecessor auditor, Harbourside, to audit the IFRS
adjustments for the year ended December 31, 2021, and reissue its audit option in accordance with IFRS.

Harbourside
was unable to audit the adjustments and reissue its audit option in accordance with IFRS as it was no longer registered with the Public
Company Accounting Oversight Board.

As
such, the Company agreed with its local regulator, BC Securities Commission, that MNP LLP would audit the adjustment required to restate
the Company’s consolidated financial statements from US GAAP to IFRS, however that the comparative periods as a whole would be
marked as “Unaudited”.

Item
2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not
Applicable.

Item
3. KEY INFORMATION

A.
Selected Financial Data

The
Company was incorporated as Park Place Energy Inc. in the State of Delaware in December, 2015. The Company changed its name to Trillion
Energy International Inc. on March 19, 2019. Effective January 1, 2022, the Company completed a continuation of its jurisdiction from
Delaware to British Columbia, Canada. The Company has selected a December 31 year end.

The
consolidated financial statements for the year ended December 31, 2022, are the first the Company has prepared in accordance with IFRS.
The Company previously prepared its consolidated financial statements, up to and including December 31, 2021, in accordance with accounting
principles generally accepted in the United States (“US GAAP”).

The
Company conducted a 5:1 share consolidation on September 14, 2023.

The
Company’s selected historical audited financial data for the years ended December 31, 2022 and December 31, 2023 are set out in
the table below. The selected financial data provided below are not necessarily indicative of the future results of operations or financial
performance of the Company. The Company has not paid any dividends on its common shares and it does not expect to pay dividends in the
foreseeable future.

    Year End

 Dec. 31, 2022

    Year End

 Dec. 31, 2023

    (Restated)

    Amounts in accordance with IFRS (presented in U.S. dollars):

    Total assets
      37,018,219
      58,610,428

    Total liabilities
      16,392,288
      36,397,856

    Net working capital (defi