false 0000855787 0000855787 2024-05-10 2024-05-10
 
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 10, 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
 
(a) Dismissal of Independent Registered Public Accounting Firm
 
On May 10, 2024, Truleum, Inc. (the “Company”) dismissed BF Borgers CPA PC (“BF Borgers”) as the Company’s independent registered public accounting firm. The Company anticipates engaging a new independent registered public accounting firm quickly, and not yet engaged a new independent registered public accounting firm. 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 of BF Borgers on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023, and December 31, 2022, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating to the Company’s ability to continue as a going concern.
 
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
  
   
Lacie Kellogg 
  
   
Chief Financial Officer (Principal Financial and Accounting Officer)
  
 
 
v3.24.1.1.u2
Document And Entity Information
May 10, 2024
Document Information [Line Items]  
Entity, Registrant Name TRULEUM, INC.
Document, Type 8-K
Document, Period End Date May 10, 2024
Entity, Incorporation, State or Country Code CO
Entity, File Number 000-555861
Entity, Tax Identification Number 90-1020566
Entity, Address, Address Line One 14143 Denver West Blvd.Ste.100
Entity, Address, City or Town Golden
Entity, Address, State or Province CO
Entity, Address, Postal Zip Code 80401
City Area Code 800
Local Phone Number 819-0604
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000855787
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