SecProbe.io

CORRESP
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filename1.htm

November
15, 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

In
addition to our response letter dated October 23, 2024:

    4.
    Financial
    Statements, page F-1

We
have now received a draft audit report from Harbourside CPA with respect to the restated US GAAP consolidated financial statements for
the year ended December 31, 2021 to be attached to our restated financial statements for the years ended December 31, 2023, 2022 and
2021, which includes the headnote as requested by the SEC.

We
enclose a draft copy of the audit report for your review.

I
look forward to your response and believe this is the last item to be cleared before we can file our 2023 20F/A.

  Kind regards,

  /s/
  David Thompson

  David Thompson CPA

  CFO and Director

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

Harbourside
CPA LLP has ceased operations with respect to public companies and is no longer registered with the PCAOB. This audit report has been
reissued on the consolidated financial statements before the adjustments that were applied to restate the 2021 consolidated financial
statements from US GAAP to IFRS.

REPORT
OF INDEPENDENT PUBLIC ACCOUNTING FIRM

To
the Shareholders and Board of Directors

Trillion
Energy International Inc.

Opinion
on the Consolidated Financial Statements

We
have audited, before the effects of the adjustments for the correction of the error described in Note 27, the accompanying consolidated
balance sheets of Trillion Energy International Inc. and subsidiaries (the “Company”) as of December 31, 2021 and 2020, and
the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the years then
ended and the related notes (collectively referred to as the financial statements before the effects of the adjustments discussed in
Note 27). In our opinion, except for the error described in Note 27, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2021 and 2020, and the results of their operations and their cash flows for
each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

We
were not engaged to audit, review or apply any procedures to the adjustments for the correction of the error described in Note 27 and,
accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been
properly applied. Those adjustments were audited by MNP LLP.

Explanatory
Paragraph Regarding Going Concern

The
accompanying financial statements have been prepared assuming that Company will continue as a going concern. As discussed in Note 2 to
the consolidated financial statements, the Company has suffered recurring losses from operations, has working capital deficit, and expects
continuing future losses and has stated that substantial doubt exists about the Company’s ability to continue as a going concern.
Management’s plans in regard to these matters are also discussed in Note 2 to the consolidated financial statements. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis
for Opinion

These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We
conducted our audits in accordance with the auditing standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable
basis for our opinion.

Critical
Audit Matters

The
critical audit matters communicated below are matters arising form the current year audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Depletion
and depreciation of proved oil and natural gas properties

Description
of the matter

At
December 31, 2021, the net book value of the Company’s proved oil and natural gas properties was $2,056,796, and depletion and
depreciation expense was $265,566 for the year then ended. As described in Note 2, The Company follows the full cost method of accounting
for oil and natural gas operations, whereby all costs of exploring for and developing oil and natural gas reserves are capitalized and
accumulated in cost centers on a country-by-country basis. Total proved reserves, also estimated by the Company’s engineers, are
used to calculate depletion on property acquisitions. Proved natural gas, natural gas liquids (NGLs) and oil reserve estimates are based
on geological and engineering evaluations of in-place hydrocarbon volumes. Significant judgment is required by the Company’s engineers
in evaluating geological and engineering data when estimating proved natural gas, NGLs and oil reserves. Estimating reserves also requires
the selection of inputs, including natural gas, NGLs and oil price assumptions, future operating and capital costs assumptions and tax
rates by jurisdiction, among others.

Auditing
the Company’s depletion and depreciation calculation is especially complex because of the use of the work of the engineers and
the evaluation of management’s determination of the inputs described above used by the specialists in estimating proved natural
gas, NGLs and oil reserves.

How
we addressed the matter in our audit

Our
audit procedures included, among others, evaluating the professional qualifications and objectivity of the specialists used for the preparation
of the reserve estimates. In addition, we evaluated the completeness and accuracy of the financial data and inputs described above used
by the specialists in estimating proved natural gas, NGLs and oil reserves by agreeing them to source documentation and we identified
and evaluated corroborative and contrary evidence. For proved undeveloped reserves, we evaluated management’s development plan
for compliance with the SEC rule that undrilled locations are scheduled to be drilled within five years, unless specific circumstances
justify a longer time, by assessing consistency of the development projections with the Company’s drill plan and the availability
of capital relative to the drill plan. We also tested the mathematical accuracy of the depletion and depreciation calculations, including
comparing the proved natural gas, NGLs and oil reserves amounts used to the Company’s reserve report.

(signature)

Vancouver,
Canada

April
29, 2022

We
have served as the Company’s auditor since March 2019.