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): November 30, 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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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 Item in Form 8-K:
Item 4.01. Changes in Registrant’s
Certifying Accountant
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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Resignation of Independent Registered Public Accounting Firm
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On November 30, 2020, the Board of Directors of Thunder Energies
Corp (the “Company”) accepted and approved the resignation of Daszkal Bolton LLP of Sunrise Florida ("Daszkal
Bolton") who served as the registered accountant since September 1, 2020.
The Company provided Daszkal Bolton with a copy of the disclosure
it is making herein in response to Item 304(a) of Regulation S-K, and requested that Daszkal Bolton 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 Daszkal Bolton agrees with the statements related to them made by the Company in this
report. A copy of Daszkal Bolton’s letter to the SEC dated December 15, 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 December 8, 2020, the Board of Directors approved the appointment
of Benjamin & Ko, Certified Public Accountants & Consultants (“B&K”) of Santa Ana, California 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 November
30, 2020, neither the Company, nor anyone on its behalf, consulted B&K 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 B&K 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 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 16.1 Letter from Daszkal Bolton LLP
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: December 16, 2020
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