Current Report Filing (8-k)
October 13 2020 - 3:30PM
Edgar (US Regulatory)
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): September 1, 2020
Thunder Energies
Corporation
(Exact name of
registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
000-54464
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45-1967797
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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3017 Greene St, Hollywood, FL 33020
(Address of principal executive offices)
(786) 686-0231
(Registrant’s
telephone number, including area code)
(Former name or
former address, if changed since last report)
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))
Securities registered pursuant to Section
12(b) of the Act:
Title of Each Class
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Trading Symbol
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Name of Exchange on Which Registered
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None
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None
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None
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Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
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. ☐
Table of Contents
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EXPLANATORY NOTE
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3
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Item 4.01
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Changes in Registrant’s Certifying Accountant
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4
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Item 5.02
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Appointment of Certain Officers
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4
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Item 8.01
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Other Events
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5
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Item 9.01
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Financial Statements and Exhibits
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5
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EXPLANATORY NOTE
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.
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.
On August 14, 2020 Thunder Energies Corp acquired Natural Consulting,
LLC as an asset purchase.
The new management has continued filing the critical management
roles of the Company. This Current Report responds to the following Items in Form 8-K:
Item 4.01. Changes in Registrant’s
Certifying Accountant
Item 5.02 Appointment of Certain Officers
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 4.01. Changes in Registrant's Certifying Accountant.
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(a)
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Dismissal of Independent Registered Public Accounting Firm
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On September 1, 2020 the Board of Directors of Thunder Energies
Corp (the “Company”) approved the dismissal of BF Borgers CPA PC located in Lakewood, CO who served as the registered
accountant since 2018 under the prior majority shareholders and Board of Directors. The reports by BF Borgers CPA PC on the Company's
consolidated financial statements for the fiscal years ended December 31, 2019 and December 31, 2018 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.
During the fiscal years ended December 31, 2019 and December
31, 2018, and through September 1, 2020, there have been no “disagreements” (as defined in Item 304(a)(1)(iv)
of Regulation S-K and related instructions) with BF Borgers CPA PC 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 CPA
PC would have caused BF Borgers CPA PC to make reference thereto in its reports on the consolidated financial statements for such
years. During the fiscal years ended December 31, 2019 and December 31, 2018 and through September 1, 2020, there have been no
“reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided BF Borgers CPA PC with a copy of the
disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that BF Borgers CPA PC
furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”),
pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not BF Borgers CPA PC agrees with the statements related to
them made by the Company in this report. A copy of BF Borgers CPA PC’s letter to the SEC dated September 9, 2020 is
attached as Exhibit 1 to this report.
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(b)
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Newly Engaged Independent Registered Public Accounting Firm
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On September 1, 2020, the Board of Directors approved the appointment
of Daszkal Bolton LLP of Sunrise Florida ("Daszkal Bolton") as the Company's new independent registered public accounting
firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2020. During
the fiscal years ended December 31, 2019 and December 31, 2018 and through September 1, 2020, neither the Company, nor anyone on
its behalf, consulted Daszkal Bolton regarding either (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements
of the Company, and no written report or oral advice was provided to the Company by Daszkal Bolton that was an important factor
considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter
that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers.
As a result of the consolidation of Thunder
Energies Corp and the acquisition of Natural Consulting LLC the existing officers and directors of the Company have separated the
two positions of CEO and President. Mr. Adam Levy, who was acting as both CEO and President will resign from the position of President.
The Board has appointed Mr. Bruce W.D. Barren as President. Mr. Barren’s background and qualifications are:
Bruce W. D. Barren - Professional
Background – Chairman, The EMCO/Hanover Group
Mr. Barren has over
50 years of experience as both a public and
privately-held corporate executive/ advisor, including 45 years of involvement in China; Multiple
Accolades (60+) including: The White House (4 Presidents and separately, their V.P.s), U.S. Senate, U.S House
of Representatives, multiple State Governors plus Central American Parliament and Republic of China along with Marquis
Who’s Who in the World where he received its Lifetime Achievement Award in 2017; 1,000+ Corporate
Transactions in various industries - Worldwide (including China), representing $5+ billion in Value; 54 Court
Expert Witness Assignments (see below); 200 Business turnarounds - including emerging businesses, as either a
CEO or Advisor in Multiple Industries; more than 500 IRS Accepted Business Valuations more than two
dozen Industries Qualified (see below); and 200 plus published articles – U.S and
Worldwide;
Education:
Babson College; Bucknell University; Harvard Business School and Cambridge University (Pembroke College); Honorary Doctorate from
the United Nations where Presidents Clinton and Trump were also recipients.
Credential Acceptance:
Mr. Barren’s credentials have been accepted by the U.S. Internal Revenue Service (IRS), the U.S. Tax Court, the U.S.
Securities & Exchange Commission (SEC), the U.S. Financial Industry Regulatory Authority (FINRA), the
U.S. District and various State Courts plus in the U.S. Banking Industry where he has been approved by the Federal Deposit
Insurance Corporation (FDIC), the regulatory agency for the U.S. banking system. He has further been accepted by the
California Department of Insurance.
Instructorships: University
of California – Los Angeles and Northridge; University of Southern California; Whittier College School of Law; and
Chapman University – School of Law plus the American Management Association; California, New York and Texas CPA
Societies; and Sanwa Bank plus PriceWaterhouseCoopers.
Court Cases: 54
Cases as an expert witness, including those against The U.S. Government, Bank of America, The Commissioner of the IRS, AMCC
and RSR Corporation (Bestolife Corporation) v. The Chase Manhattan Bank et al, Supreme Court of the State of New York plus
Time-Warner under a Class-action and most recently, Liker v. Arnall, Ameriquest Mortgage Company and RoDa Drilling,
L.P. plus Bennett v. Filter Recycling Services, et al Riverside Superior Court Case No. RIC 429616
along with that concerning the Marriage of Baker, Angela and Jeffrey;Superior Court of Orange County, Ca.; Case #13D00182;
Family Law - Divorce, Spousal Compensation.
Qualified Industries- includes
more than two dozen business sectors, involving: hemp/ CBD, professional standards - including accounting, banking and
broker/ dealers; conservator and trust officer responsibilities and standards; aerospace; apparel and textile; SEC regulatory
issues, including reporting, corporate governance and fiduciary responsibility; banking and finance; consumer products;
defense and government contracting; direct marketing, including multi-level and e-commence; electronics; employment policies
and procedures; energy - gas and oil; food: processing, distribution - wholesale and retail; furniture and accessories,
including hardware manufacturing; printing and graphic arts; publishing: magazine and newspapers; media and entertainment;
medical, including hospital, nursing care and elder living residences; mining; paper: manufacturer and distribution; real
estate: commercial and residential; social media and transportation, including automotive and truck assembly and
distribution.
Areas of Expertise:
Corporate Management in both privately-held and publicly-owned companies, Executive Compensation; Wrongful Terminations; Business
Practices, including Executive and Fiduciary Responsibilities; SEC and FINRA Reporting; Trusts and Estates - including Wealth Succession
and Tax Planning; Litigation plus Contract Labor Disputes, both at the Federal and Corporate Level; Expert Witness and Damage Determinations;
Capital Transactions; E-Commerce; Merger and Acquisitions; Product and Distribution Licensing; Business and Estate Valuations;
Corporate Governance; Bankruptcies and Creditor Reorganizations – Chapter 7 and 11.
Item 8.01 Other Events.
On September 21, 2020, the Company executed a Convertible Promissory
Note (the “Note”) in favor of 109 Canon, LLC, a Delaware corporation. The principal amount of the Note was US$220,000.00.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 16.1 Letter from BF Borgers CPA PC
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.
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Thunder Energies Corporation
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By:
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/s/ Yogev Shvo
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Chief Executive Officer
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Date: October 13, 2020
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