Item 5.01 Changes in Control of Registrant.
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’s private funds, Yogev Shvo.
The Preferred Stock acquired by the Purchaser
consisted of:
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1.
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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.
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2.
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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.
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3.
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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.
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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.
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, Andrea Zecevic, CEO and President, Irina Veselinovic,
Secretary and Alexander Sentic, Treasurer have resigned.
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. Yogev Shvo became the sole Director and Chairman of the Board of the Registrant, and the acting sole officer
of the Company.
Yogev Shvo - Chairman
Mr. Shvo is 32 years old. He makes his
home in Fort Lauderdale, FL With 10 years of experience in the cannabis industry, Yogev has strived in developing dispensaries
such as Colorado based ‘’Sticky Fingers’’, a 100 acre indoor growing facility with 2 harvests per year.
Sticky Fingers is operating until today after it was sold by Yogev in 2017.
Following his departure from Sticky fingers
Yogev proceeded with his career as a partner on an Oregon based dispensary, Paradise Found. After another successful encounter
in the cannabis world Yogev found interest in the rapid growing CBD market.
In the recent years Yogev brought high
success to Nature Consulting, creating one of the state’s largest white label CBD companies. The near future is bright for
Nature Consulting along with the incorporation of Thunder Energies’ base business.
On July 13, 2020, Mr. Shvo appoint the
following additional officers and directors of the Registrant:
Adam Levy - CEO | President
Mr. Levy is 32 years old. He makes his
home in Hollywood, FL After many years experience in property management and land development Adam entered the cannabis world in
2013 as the CEO and General Manager of Denver, Colorado’s ‘’Sticky Fingers’’ Dispensary.
After years of growing and managing Sticky
Fingers Adam joined The Hemp Plug in Florida as a head grower and chief of sales.
Adam is a key player for Nature Consulting,
overseeing major operations and day to day operations, continuing to help the company grow to its full potential.
Gloria Galindez - Accounting / CFO
Ms. Galindez is 57 years old. She makes
his home in Fort Lauderdale, FL With a graduate degree in Civil Engineering from University of Carabobo in Valencia, Venezuela,
Gloria began her career as an entrepreneur where she developed skills in business management and accounting.
Lead of the Accounting Department at Nature
Consulting. In her current role, Gloria is responsible for maintaining company records, bookkeeping, accounts payable, accounts
receivable, payroll payments, sales reports and all the daily financial operations at the company, along with our CPA.
Independent Directors
The Company appointed 2 additional
Independent Directors to assist the company with corporate oversight and governance. The issuer’s independent directors’
role is:
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a.
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To have an independent relationship with the Company’s management, its related corporations, its 10% shareholders and its
officers.
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b.
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Provide an outside, objective perspective to the Company’s management.
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c.
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Help maintain accountability and objectivity of the management.
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d.
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Identify conflicts of interest that could interfere (or be reasonably perceived to interfere) with the operation of the Company.
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e.
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Exercise independent business judgement.
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f.
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Operate with a view to the best interests of the company and its shareholders.
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Mr.
Miro Zecevic – Independent Director
Mr.
Zecevic is 57 years old and makes his home in West Palm Beach Florida. Miro is an experienced financial executive with more than
30 years of finance experience and 17 years with publicly traded companies. He has an extensive background in capital formation
mergers and acquisitions (M&A). He is currently an independent consultant with TNRG focused on M&A, capital raises, and
optimization. He is paid on a cash basis to advise the company as an independent director and holds no common share options or
warrants positions.
Dr David Michael Feldbaum, MD., FACS
– Independent Director
Dr.
David M Feldbaum is a medical doctor with practices located in Pembroke Pines, FL, with another office in Hollywood, FL. Dr. Feldman
received his Doctor of Medicine from the University of New York Health Science Center at Syracuse College of Medicine. He is Board
Certified in Vascular Surgery, is a Fellow of the American College of Surgeons, serves as a Diplomat of the American Board of Surgery
and is Certified by the National Board of Medical Examiners. He holds medical licenses in Florida and New York.
Securities
Attorney
Donald R. Keer, P.E., Esq. - Attorney
The company has passed a resolution appointing
Mr. Keer as the Company lead securities attorney. Mr. Keer has over 25 years of representing companies in corporate compliance
and governance, registrations, mergers and acquisitions, start-up consulting, strategic planning and financial analysis.
Additional Information
As of the date of this filing, the Company
has not entered into any material plans, contracts or other arrangements (whether or not written) with its new officers and directors.
There are no arrangements or understandings
among members of both the former and new control person and their associates with respect to the election of directors of the Company
or other matters.