SecProbe.io

CORRESP
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filename1.htm

December
3, 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

Further
to our discussion last week:

    4.
    Financial
    Statements, page F-1

We
have now received updated draft audit reports from Harbourside CPA and MNP LLP to address your comments.

We
enclose draft copies of the audit reports 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 correct for a US GAAP error as described
in Note 27, and to restate the 2021 and 2020 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.

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.

  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
  FIRM

To
the Board of Directors and

Stockholders
of Trillion Energy International Inc.

Opinion
on the Consolidated Financial Statements

We
have audited the accompanying consolidated statements of financial position of Trillion Energy International Inc. (the “Company”)
as of December 31, 2023 and 2022, and the related consolidated statements of income (loss) and comprehensive income (loss), stockholders’
equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial
statements”). As part of our audit of the consolidated financial statements for the year ended December 31, 2022, we also audited
the adjustments that were applied to restate certain comparative information for the year ended December 31, 2021 and as at January 1,
2021 relating to the transition to IFRS described in Note 2 (u) to the consolidated financial statements, and the adjustments that were
applied to correct misstatements in the consolidated financial statements for the years ended December 31, 2021 and 2022 described in
Note 27 to the consolidated financial statements. We also audited the adjustments that were applied to correct misstatements in the consolidated
financial statements for the year ended December 31, 2023 described in Note 27 to the consolidated financial statements.

In
our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the
Company as of December 31, 2023 and 2022, and the results of its consolidated operations and its consolidated cash flows for each of
the years in the two-year period ended December 31, 2023, in conformity with International Financial Reporting Standards as issued by
the International Accounting Standards Board (“IFRS”). Our opinion is not modified in respect to the adjustments made to
restate certain information for the year ended December 31, 2021 and as at January 1, 2021.

The
consolidated financial statements for the year ended December 31, 2021 and December 31, 2020 (not presented herein but from which the
comparative information as at January 1, 2021 has been derived), excluding the adjustments that were applied to restate certain comparative
information were audited by another auditor whose report dated April 29, 2022 expressed an unmodified opinion on those consolidated financial
statements.

We
were not engaged to audit, review, or apply any procedures to the consolidated financial statements of the Company for the year ended
December 31, 2021 and as at January 1, 2021, other than with respect to the adjustments described above. Accordingly, we do not express
an opinion or any other form of assurance on the consolidated financial statements for the year ended December 31, 2021 or as at January
1, 2021 taken as a whole.

Restatement

As
discussed in Note 27 to the consolidated financial statements, the 2023 consolidated financial statements have been restated to correct
a misstatement. Our opinion is not modified in respect of this error.

Material
Uncertainty Related to Going Concern

The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company has a negative working capital position, has accumulated deficits, and
negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

  MNP LLP

  Suite 2000, 112 - 4th Avenue SW, Calgary AB, T2P 0H3
  1.877.500.0792 T: 403.263.3385
  F: 403.269.8450

Basis
for Opinion

These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s 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 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.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our
audits included performing procedures to assess the risks of material misstatement of the consolidated 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 overall presentation of the consolidated 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 from the current period audit of the consolidated 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 consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated 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.

Assessment
of impairment indicators and the impact of estimated oil and gas reserves on oil and gas assets Critical

Audit
Matter Description

Refer
to Note 2 (h) Material Accounting Policies and Note 6 Oil and Gas Properties.

The
total book value of oil and gas properties amounted to $52.5 million as at December 31, 2023. The Company uses estimated total proved
oil and gas reserves to deplete its oil and gas assets, to assess for indicators of impairment or impairment reversal on each of the
Company’s cash generating units (“CGU”) and if any such indicators exist, to perform an impairment test to estimate
the recoverable amount of a CGU.

Information
considered by management in assessing indicators of impairment may include: (i) Plans to discontinue or dispose of the asset before the
previously expected date; (ii) Significant reductions in estimates or reserves; (iii) Significant cost overrun on a capital project;
(iv) Significant increases in the expected cost of dismantling assets and restoring the site; and (v) Production difficulties.

The
Company depletes its net carrying value of oil and gas properties using the unit-of-production method by reference to the ratio of production
in the period to the related total proved oil and gas r