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: February 20, 2024

(Date of earliest event reported)

PETRO USA, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-12895	32-0650451
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(IR.S. Employer Identification No.)

	7325 Oswego Road
	Liverpool, NY 13090
	(Address of principal executive offices)

	(315) 451-7515
	(Registrant’s telephone number)

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 (see General Instruction A.2. below):
☐	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))
☐	Emerging Growth

Item 4.01. Change in Registrant's Certifying Accountant

On February 20, 2024, the Board of Directors of Petro USA, Inc., a Nevada corporation (the “Company”), approved the engagement of Green Growth CPAs (“Green Growth”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ended June 30, 2024, effective immediately, and accepted the resignation of Gries & Associates, LLC (“Gries”) as the Company's independent registered public accounting firm.

During the year ended June 30, 2022, and the subsequent interim periods through February 20, 2024, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Gries on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Gries’ satisfaction, would have caused Gries to make reference thereto in their reports on the financial statements for such years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation SK.

The Company provided Gries a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Gries furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of Gries’ letter dated February 20, 2024, is filed as Exhibit 16.1 hereto.

During the year ended June 30, 2022, and the subsequent interim periods through February 20, 2024, neither the Company nor anyone acting on its behalf has consulted with Gries regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or the effectiveness of internal control over financial reporting, and neither a written report or oral advice was provided to the Company that Gries concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
16.1	Letter of Gries & Associates LLC, dated February 20, 2024

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: February 20, 2024		Petro USA, Inc.
		(Registrant)

		By: /s/Joseph C. Passalaqua
		Joseph C. Passalaqua. CEO

PETRO USA, INC. 8-K