Item 5.01 Changes in Control of Registrant
On February 28, 2022, Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms.
Tori White and Mr. Donald Keer, each as an individual and principal shareholders
of Bear Village, Inc., a Wyoming corporation, (the "Purchaser") personally
acquired 100% of the issued and outstanding shares of preferred stock (the
"Preferred Stock") of Thunder Energies Corporation, a Florida corporation, (the
"Company" or the "Registrant") from Mr. Yogev Shvo, an individual domiciled in
Florida (the "Seller"). (The "Purchase") The consideration for the purchase was
provided to the Purchaser from the individual's private funds.
The Preferred Stock acquired by the Purchaser consisted of:
1. 50,000,000 shares of Series A Convertible Preferred Stock wherein each share
is entitled to fifteen (15) votes and converts into ten (10) shares of the
Company's common stock.
2. 5,000 shares of Series B Convertible Preferred Stock wherein each share is
entitled to one thousand (1,000) votes and converts into one thousand
(1,000) shares of the Company's common stock.
3. 10,000 shares of Series C Non-Convertible Preferred Stock wherein each share
is entitled to one thousand (1,000) votes and is non-convertible into shares
of the Company's common stock.
As a result of the Purchase, the Purchaser owns approximately 100% of the fully
diluted outstanding equity securities of the Company and approximately 100% of
the voting rights for the outstanding equity securities.
As part of the Purchase Mr. Shvo submitted 55,000,000 shares of restricted
common stock to the Company's treasury for cancellation.
The purchase price of $50,000.00 for the Preferred Stock was paid in cash. The
consideration for the purchase was provided to the Purchaser from the
individuals private funds. The Purchase of the Preferred Stock was the result of
a privately negotiated transaction which consummation resulted in a change of
control of the Registrant.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers.
As a result of the Purchase and change of control of the Registrant, the
existing officers and directors of the Company, Mr. Adam Levy, Mr. Bruce W.D.
Barren, Ms. Solange Bar and Mr. Yogev Shvo (Chairman) have either resigned or
been voted out of their positions.
Under the terms of the stock purchase agreement the new controlling shareholder
was permitted to elect representatives to serve on the Board of Directors to
fill the seat(s) vacated by prior directors. Mr. Ricardo Haynes became the sole
Director, CEO and Chairman of the Board of the Registrant, and the acting sole
officer of the Company.
Mr. Ricardo Haynes, President/CEO
Mr. Haynes is 55 years old. He is a highly accomplished business development
executive with more than 20 years of experience in producing exponential revenue
growth, cultivating enduring relationships within the hospitality and financial
industry. Worked for Marriot Corporation for over 15 years in property
development, licensing and investment. Also operated in the financial industry
providing corporate bond placement and project financing. Total experience
includes commercial real estate sales and loan origination with regional and
nationally based lending institutions, corporate finance consulting. Grass roots
development experience in creating and issuing collateralized bond obligation
and related instruments. Over the last 5 years Mr. Haynes has worked assisting
clients in construction financing in both commercial and hospitality markets
with Candela Group, Ltd. In Alberta, Canada.
The information contained in this Current Report constitutes the current
information necessary to satisfy the conditions contained in Rule 144(i)(2)
under the Securities Act of 1933, as amended (the "Securities Act").
4
Item 1.01 Entry into a Material Definitive Agreement
The information contained in Item 2.01 below relating to the various agreements
described therein is incorporated herein by reference.
Item 2.01 - Completion of Acquisition or Disposition of Assets
Limited Liability Company Interest Purchase Agreement
On August 14, 2020 (the "Closing Date"), the Company, Thunder Energies Corp and
the members of Natural Consulting, LLC entered into an Interest Purchase
Agreement (the "Interest Purchase Agreement"), which closed on the same
date. Pursuant to the terms of the Interest Purchase Agreement, the members of
Natural Consulting, LLC sold all of their membership interest in Natural
Consulting, LLC to Thunder Energies Corp in exchange for sixty million
(60,000,000) shares of Thunder Energies Corp's Common Stock. As a result of
this transaction, Natural Consulting, LLC became a wholly-owned subsidiary of
Thunder Energies Corp.
Prior to the Interest Purchase Agreement, Thunder Energies Corp continued its
former operations while planning the purchase of Natural Consulting. Thunder
Energies' operation is doing business as NACAELI. NACAELI offers fractional
luxury yachts, and private jet charter, leasing and ownership. On March 24,
2020, Thunder Energies, Inc. announced its operational affiliate plans with
Saveene.Com Inc. ("Saveene"). Under the agreement, Saveene grants Thunder
Energies access to several yachts and jets for the purpose of offering these
vessels to the end-user and the general public for sale and or charter. This
agreement and operations remain in effect and are actively being promoted by the
Company.
The Interest Purchase Agreement contained customary representations and
warranties and pre- and post-closing covenants of each party and customary
closing conditions. Breaches of the representations and warranties will be
subject to customary indemnification provisions, subject to specified aggregate
limits of liability.
The membership Interest Purchase Agreement will be treated as an asset
acquisition by the Company for financial accounting purposes. Thunder Energies
Corp will be considered the acquirer for accounting purposes, and the historical
financial statements of Natural Consulting, LLC, before the membership exchange
will replace the historical financial statements of Thunder Energies Corp.
before the membership exchange and in all future filings with the SEC.
The parties have taken all actions necessary to ensure that the Share Exchange
is treated as a asset acquisition under the Internal Revenue Code of 1986, as
amended.
The issuance of shares of the Company's Common Stock to members of Natural
Consulting, LLC in connection with the Interest Purchase Agreement was not
registered under the Securities Act, in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act, which exempts
transactions by an issuer not involving any public offering, and Regulation D
and/or Regulation S promulgated by the SEC under that section. These securities
may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirement, and are subject to
further contractual restrictions on transfer as described below.
We also agreed not to register under the Securities Act the resale of the shares
of our Common Stock received in the Share Exchange by our officers, directors
and key employees and holders of 10% or more of our Common Stock for a period of
two years following the closing of the Share Exchange.
The Interest Purchase Agreement is filed as an exhibit to this Report. All
descriptions of the Interest Purchase Agreement herein are qualified in their
entirety by reference to the text thereof filed as an exhibit hereto, which is
incorporated herein by reference.
5
Description of Business
Immediately following the Share Exchange, the business of Natural Consulting,
LLC became Thunder Energies Corp.'s main operation. Natural Consulting, LLC is
the premier source of turnkey CBD and Hemp extract solutions, providing high
quality products, comprehensive services and a process it's clients trust. The
company was founded in February 2019 and as of June 2020 the Company had over
$5.2 million in sales for the year.
The Company specializes in hemp extract manufacturing and distribution, with
over 15 years of combined experience in the cannabis industry and a network of
over 1,000 premium US CBD and hemp brands suppliers. Over the past two years the
Company has become one of the nation's leading suppliers of quality CBD products
and the USA's premiere source for turnkey white and private label hemp extract
product solutions. The Company had sales in excess of $2.2 million is 2019 which
has grown to $5.2 million for 2020.
Natural Consulting, LLC's Mission
Our mission is to be the leading seed-to-sale manufacturer and supplier of
high-quality CBD products in the industry. We have identified the following
issues as our critical drivers:
1. Strong Research and Development- The Natural Consulting team is focused on
delivering cutting edge, innovative research and development practices that
keep it ahead of the competition while it focuses on creating new and exciting
formulations, extraction methods, and product categories.
2. Quality Products & Processes- Natural Consulting's products are manufactured
using only the best ingredients meeting the highest specifications for purity,
potency, and quality, ensuring consistency in its premium CBD and hemp.
3. Supply Chain Control- Natural Consulting controls the entire production
process, from the farm to the final process. By handling every step along the
way, the Company ensures a streamlined, seamless, reliable supply chain.
Natural Consulting, LLC's Product Portfolio
Natural Consulting's main sales are produced through its subsidiary: The Hemp
Plug (THP). THP is an innovative leader in quality extraction and sourcing,
expert brand building, and targeted marketing for retailers and wholesalers
throughout the world. From customization to order fulfillment to brand
development and label design, THP provides guided support every step of the way
through tailored business strategy. It features the largest collection of
customizable CBD and hemp products on the market.
Over the past 18 months THP has worked with over 175 active clients to develop
over 500 brands.
In addition to working with retail clients Natural Consulting has access to over
1,000 hemp suppliers, with standing supply agreements from multiple established
growers in the industry.
Organizational Structure
Natural Consulting was previously Owned and Operated by Yogev Shvo. After the
Interest Purchase Agreement Mr. Shvo will assume the position of Chairman with
Mr. Adam Levy serving as CEO/President. Ms. Gloria Galindez will be the CFO with
accounting and finance responsibilities. Mr. Levy and Ms. Galindez will jointly
supervise the Company's operations. Direct Reports will be Mr. Edwin Paredes
(Production Manager), Ms. Michaela Steward (Head of Design Department) and Mr.
Keon Dunbar (Sales Manager).
Item 9.01 Financial Statements and Exhibits.
In accordance with Item 9.01(a), Nature Consulting, LLC's unaudited financial
statements as of and for the year ended December 31, 2019, and as of and for the
two months ended June 30, 2020, are previously presented in this filing and
incorporated into this section by reference.
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