SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 7
Thunder Energies Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
Employer Identification No.)
3323 NE 163rd Street, Suite 405, North Miami, Florida
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
111 Moorings Dr., Lantana, Florida 33426
(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:
of Each Class
of Exchange on Which Registered
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.
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:
||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
||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.
||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
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
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.
The Company appointed 2 additional Independent Directors to assist
the company with corporate oversight and governance. The issuer’s
independent directors’ role is:
||To have an independent relationship with the Company’s
management, its related corporations, its 10% shareholders and its
||Provide an outside, objective perspective to the Company’s
||Help maintain accountability and objectivity of the
||Identify conflicts of interest that could interfere (or be
reasonably perceived to interfere) with the operation of the
||Exercise independent business judgement.
||Operate with a view to the best interests of the company and
Mr. Miro Zecevic –
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
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.
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.
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.
Item 8.01 Other Events
On March 24 2020 Thunder
Energies had secured a revolving line of credit of up to
$2,000,000.00 at prime plus 5%. The company drew down one tranche
of $75,000 which remains outstanding. The balance of line of credit
was cancelled on July 1 2020 in connection with the change of
control of the Registrant.
On June 24, 2020, Emry
Capital, Inc., holder of (i) that certain convertible debenture in
principal amount of $70,000, dated February 15, 2020, and (ii) that
certain convertible promissory note in principal amount of $57,000,
dated April 22, 2019, sold 50% of each (said debenture and
convertible promissory note), including accrued and unpaid
interest, fees and penalties, in separate transactions to SP11
Capital Investments and E.L.S.R. CORP, Florida companies, such that
SP11 Capital Investments and E.L.S.R. CORP each hold 50% of each
respective debt instrument.
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.
||Thunder Energies Corporation
||/s/ Yogev Shvo
Chief Executive Officer
Date: July 20, 2020