UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 1031, 2024

TRULEUM, INC.

(Exact Name of Registrant as Specified in Its Charter)

Colorado

(State or Other Jurisdiction of Incorporation)

000-555861		90-1020566
(Commission File Number)		(IRS Employer Identification No.)

14143 Denver West Blvd.Ste.100, Golden CO		80401
(Address of Principal Executive Offices)		(Zip Code)

800-819-0604

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, 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. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant

Item 4.01(a) ~~Dismissal~~New of Independent ~~Registered Public Accounting Firm~~Accountants

On May 1029, 2024, ~~Truleum, Inc. (~~the “Company”) ~~dismissed~~engaged BFBarton ~~Borgers~~ CPA PC (the “BFNew ~~Borgers~~Accounting Firm”) as ~~the~~our ~~Company’s~~ independent registered public accounting firm. ~~The~~for ~~Company~~the ~~anticipates~~year ~~engaging~~ended aDecember ~~new independent registered public accounting firm quickly~~31, ~~and not yet engaged a new independent registered public accounting firm~~2024. ~~The decision to change independent registered public accounting firms was made with the recommendation and approval of the Board of Directors of the Company.~~

The ~~reports~~Company ofhas BFnot ~~Borgers~~consulted onwith the ~~Company’s~~New ~~consolidated~~Accounting ~~financial~~Firm ~~statements~~during ~~for~~our ~~the~~two most recent fiscal years ~~ended~~or ~~December~~during ~~31,~~any ~~2023,~~subsequent ~~and~~interim ~~December~~period 31prior to May 29, ~~2022~~2024 (the date of the New Accounting Firm’s appointment), ~~did~~regarding ~~not~~(i) ~~contain~~the anapplication ~~adverse~~of ~~opinion~~accounting orprinciples to a ~~disclaimer~~specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on our financial statements, and ~~were~~neither ~~not~~a ~~qualified~~written orreport ~~modified~~was asprovided to ~~uncertainty,~~us ~~audit~~nor ~~scope~~oral oradvice ~~accounting~~was ~~principles~~provided ~~other~~that ~~than~~the New Accounting Firm concluded was an ~~explanatory~~important ~~paragraph~~factor ~~relating~~considered toby the Company’s ~~ability~~in reaching a decision as to ~~continue~~an accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) ~~going~~of ~~concern~~Regulation S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

During the fiscal years ended December 31, 2023, and December 31, 2022, and through the date of termination, May 10, 2024, there were no “disagreements” with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statement for such years. During the fiscal years ended December 31, 2023, and December 31, 2022, and through May 10, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K).

BF Borgers is not currently permitted to appear or practice before the Commission as noted in: Staff Statement on Issuer Disclosure and Reporting Obligations in Light of Rule 102(e) Order against BF Borgers CPA PC, which was disseminated by the SEC on May 3, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRULEUM, INC.
Date: May 10, 2024	By:	/s/ Lacie Kellogg
Date: May 31, 2024	By:	/s/ Lacie Kellogg
		Lacie Kellogg
		Chief Financial Officer (Principal Financial and Accounting Officer)

Filing Compare · TRULEUM, INC.