March 6, 2019

Securities and Exchange Commission

Division of Corporation Finance
Office of Natural Resources


Re: Petrolia Energy Corporation
Form 10-K/A for the Fiscal Year ended December 31, 2017
File No. 0-52690

Dear Office of Natural Resources:

We are in receipt of your letter dated March 1st, 2018 and have responded below:

Form 10-K/A for the Fiscal Year ended December 31, 2017

Item 15. Exhibits, Financial Statement Schedules
Exhibit Index
Exhibit Number 99.1, page 31

1.Your response to prior comment 3 indicates that the reserve report for December 31, 2017 will be revised and filed along with your 2018 Form 10-K. Tell us the extent to which the proved reserves and future net cash flows previously disclosed in your 2017 reserve report will differ from the corresponding figures in your revised 2017 reserve report.

Please address the significance of the changes and explain your view on the need to file an amended Form 10-K for the fiscal year ended December 31, 2017 to incorporate these changes and to resolve the other disclosure issues noted in the prior comments.

Please submit the revised 2017 reserve report with your response to this comment, along with your materiality assessments and any disclosures that you propose to address such changes in your 2018 Form 10-K, if you believe an amendment is unnecessary. 

Response: The revisions made to the original report for December 31, 2017:

·The estimates of reserves and net cashflows disclosed in the report were revised to conform to the definitions in Rule 4-10(a) of Regulation S-X, and the requirements of FASB ASC 932. Probable reserves were removed and not utilized in economic calculations on the revised reserve report.
·All disclosures of probable reserves have been removed from the report.
·The reserve report was revised to contain certain information required by Item 1202(a)(8) of Regulation S-K. Such report has been subsequently filed with the submittal of this response letter.



2.Your response to prior comment 4 indicates that probable reserves will be excluded in the reserve report for the fiscal year ended December 31, 2018. Tell us if the revised 2017 reserves report will also exclude probable reserves.


Response: The probable reserves have been removed from the revised December 31, 2017 report.


If any further questions, please do not hesitate to contact me at or (832) 941-0011. You may also contact Quinten Beasley, VP, at or (713) 359-9804.






Zel C. Khan

Chief Executive Officer

Petrolia Energy Corporation