Item 5.01 Changes in Control of Registrant.
On January 9, 2020, Mina Mar Corporation, a Florida corporation (d/b/a Mina Mar
Group) (the "Purchaser") acquired 50,000,000 shares of Series A Convertible
Preferred Stock (the "Preferred Stock") of Thunder Energies Corporation (the
"Company"), from Hadronic Technologies, Inc., a Florida corporation. Each share
of Preferred Stock is entitled to fifteen (15) votes per share and at the
election of the holder converts into ten (10) shares of Company common stock, so
at completion of the stock purchase the Purchaser owns approximately 98.6% of
the fully diluted outstanding equity securities of the Company and approximately
99% of the voting rights for the outstanding equity securities. The purchase
price of $94,765.75 for the Preferred Stock was paid by the assumption of a
Company note obligation of $85,765.75 by Emry Capital Inc Att: Mr. Zoran
Cvetojevic, with the balance paid in cash. The consideration for the purchase
was provided to the Purchaser from the private funds of the principal of the
Purchaser. The purchase of the Preferred Stock was the result of a privately
negotiated transaction and consummation of the purchase resulted in a change of
control of the Company.
In connection with the sale of the Preferred Stock:
· Dr. Ruggero Santilli and Carla Santilli, former board members and the chief
executive officer and secretary and treasurer, respectively, of the Company,
resigned as board members and officers;
· The Company's relationship with the law firm of Clifford J. Hunt, P.A. has been
terminated and Clifford J. Hunt, P.A. is no longer serving as legal counsel of
record to the Company;
· The Company's relationship with E&E Communications has been terminated and E&E
Communications is no longer providing investor relations services to the
· The Company's relationship with GHS Investments, LLC has been terminated and
GHS Investments, LLC is no longer providing underwriting, investment banking or
brokerage services to the Company.
Also in connection with the sale of the Preferred Stock, Irina Veselinovic has
been appointed to the Board of Directors of the Company and has been appointed
as Secretary of the Company; Aleksandar Sentic has been appointed to the Board
of Directors of the Company; and Andrea Zecevic has been appointed to the Board
of Directors and to the position of Company President and Chief Executive
Officer. None of Ms. Veselinovic, Mr. Sentic or Ms. Zecevic is a party to an
employment agreement with the Company. The Company has made the appropriate
filings with the Division of Corporations for the Florida Secretary of State to
memorialize the appointment of these officers in the Division of Corporations'
Except as described herein, there are no arrangements or understandings among
members of both the former and new control persons and their associates with
respect to the election of directors of the Company or other matters.
Irina Veselinovic, Age 38, Director and Secretary
Ms. Veselinovic has worked as a business development manager for private
companies for the last five years, and has spent the last decade working in
corporate administrative leadership and investor relations in the interior
design and fashion industries. The Company believes Ms. Veselinovic's broad
industry experience and industry connections make her an asset to our board of
directors and will drive the momentum that is the cornerstone of our team.
Aleksandar Sentic, Age 53, Director
Mr. Sentic has worked in private companies providing logistic and insurance
services for the last five years. The Company believes Mr. Sentic's longtime
experience as a successful entrepreneur and insurance product and logistic
executive, coupled with his extensive business contacts, will allow Mr. Sentic
to bring a logistics based operational and organizational perspective to our
board of directors.
Andrea Zecevic, Age 51, Director President and CEO
Ms. Zecevic has for the last five years been president of Saveene.com, a
vacation property and yacht management firm based in Florida. She is also
president of Mina Mar Corporation, a private holding company for various private
equity and real estate investments. Ms. Zecevic, who speaks multiple languages,
earned a science degree, with honors, from the University of Toronto. She later
completed an MBA at Kaplan University in Chicago, Illinois. Ms. Zecevic has
also been recognized by Cambridge Who's Who for showing dedication, leadership
and excellence in business management. Previously Ms.Zecevic was CEO of Cash Now
a Canadian based sub prime financier. Cash Now was ranked #10 of top 1,000
fastest growing companies in Canada. Ms. Zecevic has been appointed as the
Company's Chief Executive Officer and as a member of the Board of Directors. The
Company believes her broad executive, marketing and investor relations
experience will help position the Company for expansion and profitable growth
The Company will be using @CorpTnrg as its social media account going forward;
its interim corporate web site is www.otc-tnrg.com; The Company's new operating
business web site is www.nacaeli.com.
The ex-management has removed all the equipment previously used by TNRG in its
operations. The entire enterprise (telescope business) was written off and
removed by former management. Current management anticipates a new business
model for the Company with the launch of its Nacaeli brand www.nacaeli.com.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The information contained in Item 5.01 of this Current Report on Form 8-K is
incorporated by reference herein.
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