Item 9.01 Financial Statements and Exhibits 5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report contains forward-looking statements, including, without
limitation, in the sections captioned "Description of Business," "Risk Factors,"
and "Management's Discussion and Analysis of Financial Condition and Plan of
Operations," and elsewhere. Any and all statements contained in this Report
that are not statements of historical fact may be deemed forward-looking
statements. Terms such as "may," "might," "would," "should," "could," "project,"
"estimate," "pro-forma," "predict," "potential," "strategy," "anticipate,"
"attempt," "develop," "plan," "help," "believe," "continue," "intend," "expect,"
"future," and terms of similar import (including the negative of any of the
foregoing) may be intended to identify forward-looking statements. However, not
all forward-looking statements may contain one or more of these identifying
terms. Forward-looking statements in this Report may include, without
limitation, statements regarding (i) the plans and objectives of management for
future operations, including plans or objectives relating to the development of
commercially viable pharmaceuticals, (ii) a projection of income (including
income/loss), earnings (including earnings/loss) per share, capital
expenditures, dividends, capital structure or other financial items, (iii) our
future financial performance, including any such statement contained in a
discussion and analysis of financial condition by management or in the results
of operations included pursuant to the rules and regulations of the Securities
and Exchange Commission (the "SEC"), and (iv) the assumptions underlying or
relating to any statement described in points (i), (ii) or (iii) above.
The forward-looking statements are not meant to predict or guarantee actual
results, performance, events or circumstances and may not be realized because
they are based upon our current projections, plans, objectives, beliefs,
expectations, estimates and assumptions and are subject to a number of risks and
uncertainties and other influences, many of which we have no control over.
Actual results and the timing of certain events and circumstances may differ
materially from those described by the forward-looking statements as a result of
these risks and uncertainties. Factors that may influence or contribute to the
inaccuracy of the forward-looking statements or cause actual results to differ
materially from expected or desired results may include, without limitation, our
inability to obtain adequate financing, the significant length of time
associated with drug development and related insufficient cash flows and
resulting illiquidity, our inability to expand our business, significant
government regulation of pharmaceuticals and the healthcare industry, lack of
product diversification, volatility in the price of our raw materials, existing
or increased competition, results of arbitration and litigation, stock
volatility and illiquidity, and our failure to implement our business plans or
strategies. A description of some of the risks and uncertainties that could
cause our actual results to differ materially from those described by the
forward-looking statements in this Report appears in the section captioned "Risk
Factors" and elsewhere in this Report.
Readers are cautioned not to place undue reliance on forward-looking statements
because of the risks and uncertainties related to them and to the risk factors.
We disclaim any obligation to update the forward-looking statements contained
in this Report to reflect any new information or future events or circumstances
Readers should read this Report in conjunction with the discussion under the
caption "Risk Factors," our financial statements and the related notes thereto
in this Report, and other documents which we may file from time to time with the
Thunder Energies Corporation f/k/a Thunder Fusion Corporation and CCJ
Acquisition Corp. ("we", "us", "our", ("TEC" or the "Company") was incorporated
in the State of Florida on April 21, 2011.
On July 1, 2020, Yogev Shvo, an individual and principal shareholder of Nature
Consulting LLC, a Florida limited liability company, (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 Saveene Corporation, a Florida
corporation (the "Seller"). (The "Purchase") The consideration for the purchase
was provided to the Purchaser from the individual private funds of Yogev Shvo.
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.
The purchase price of $250,000.00 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.
On July 22, 2020, Thunder Energies Corp. filed a Form 8-K which addressed the
Change of Control and the Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers.
On August 14, 2020, Thunder Energies Corp. acquired Nature Consulting LLC as an
asset purchase. This filing is provided in accordance with "reverse acquisition"
In accordance with "reverse acquisition" accounting treatment, our historical
financial statements as of period ends, and for periods ended, prior to the
Share Exchange will be replaced with the historical financial statements of
Nature Consulting LLC prior to the Share Exchange in all future filings with the
SEC. At the current time Thunder Energies Corp. is completing the audit of
Nature Consulting LLC's financial statements and future filings will be
submitted with the results.
As used in this Current Report henceforward, unless otherwise stated or the
context clearly indicates otherwise, the terms "Thunder Energies," the
"Company," the "Registrant," "we," "us," and "our" refer to Thunder Energies
Corp., after giving effect to the Share Exchange and the Split-Off.
This Current Report contains summaries of the material terms of various
agreements executed in connection with the transactions described herein. The
summaries of these agreements are subject to, and are qualified in their
entirety by, reference to these agreements, which are filed as exhibits hereto
and incorporated herein by reference.
This Current Report is being filed in connection with a series of transactions
consummated by the Company and certain related events and actions taken by the
This Current Report responds to the following Items in Form 8-K:
Item 9.01. Financial Statements and Exhibits
Audited financial statements of Nature Consulting LLC (a Florida limited
liability corporation), which comprise the balance sheet as of December 31,
2019, and the related statements of income, retained earnings, and cash flows
for the period January 19, 2019 (date of formation) to December 31, 2019, and
the related notes to the financial statements.
Unaudited financial statements of Nature Consulting LLC (a Florida limited
liability corporation), which comprise the balance sheets as of June 30, 2020
and December 31, 2019, and the related statements of income, retained earnings,
and cash flows for the three months ended June 30, 2020 and 2019 and six months
ended June 30, 2020 and for the period January 19, 2019 (date of formation) to
June 30, 2019, and the related notes to the financial statements.
Unaudited condensed combined financial statements of Thunder Energies
Corporation (a Florida Corporation), which comprises the balance sheet as of
June 30, 2020, and the related statements of income, retained earnings, and cash
flows for the three and six months ended June 30, 2020, and the related notes to
the financial statements.
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").
Item 9.01 (d) Exhibits
99.1 Financial Statements for the year ended December 31, 2019
99.2 Financial Statements for the six months ended June 30, 2020
99.3 Unaudited Proforma Condensed Combined Financial Statements
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