THUNDER ENERGIES CORP Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-K)

March 01, 2023 at 02:00 am IST

The following Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and elsewhere in this report. The management's discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this prospectus.

Corporate History and Background

Thunder Energies Corporation ("we", "us", "our", "TNRG" or the "Company") was incorporated in the State of Florida on April 21, 2011.

On July 29, 2013, the Company filed with the Florida Secretary of State, Articles of Amendment to its Articles of Incorporation (the "Amendment") which changed the name of the Company from CCJ Acquisition Corp. to Thunder Fusion Corporation. The Amendment also changed the principal office address of the Company to 150 Rainville Road, Tarpon Springs, Florida 34689. On May 1, 2014, the Company filed with the Florida Secretary of State, Articles of Amendment to its Articles of Incorporation (the "Amendment") which changed the name of the Company from Thunder Fusion Corporation to Thunder Energies Corporation. The Company subsequently changed its principal office address to 3017 Greene St., Hollywood, Florida 33020.

On March 24, 2020, the Company announced its operational affiliate plans with Saveene.Com Inc. ("Saveene") the preferred shareholder. Under the agreement, Saveene granted the Company access to several yachts and jets for the purpose of offering these vessels to the end-user and the general public for sale and or charter. Additionally, the Company gained access to several patent-pending technologies and the entire Saveene back office that focuses on the yacht and jet industry sector. This operational affiliate plan with Saveene.Com allowed the Company to offer a white-label type solution and original equipment manufacturer under the Company's own brand name Nacaeli, dispensing the need to acquire and carry any inventory. All future Company and or Nacaeli brand fulfillment orders general maintenance, and upkeep matters such as mechanical repair, buffering, and similar will be outsourced other than administrative operational and corporate governance tasks.

On March 24, 2020, the Company held a meeting and voted to create two separate classes of preferred shares. Class "B" and class "C' preferred shares. One class of shares B would be used to offer securitization for the watercraft while class C preferred shares would be used in conjunction with the securitization of air crafts.

Series B Convertible Preferred Stock (the "Preferred Stock") was authorized for 10,000,000 shares of the Company. Each share of Preferred Stock is entitled to one thousand (1,000) votes per share and at the election of the holder converts into one thousand (1,000) shares of Company's common stock, so at the completion of the stock 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 consideration for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser.

Series C Non-Convertible Preferred Stock (the "Preferred Stock") was authorized for 10,000,000 shares of the Company. Each share of Preferred Stock is entitled to one thousand (1,000) votes per share and at the election of the holder. The series C is Non-Convertible Preferred Stock. 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 consideration for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser.

On March 24, 2020, the note obligation of $120,766 held by Emry was partially sold $35,000 of the face amount to the preferred shareholder Saveene. On March 24, 2020, Saveene converted the $35,000 purchase into 5,000 shares into series B and 10,000 shares of series C shares. The face amount of the Company note obligation post the aforementioned conversions and purchases is $85,766 as of December 31, 2022.

Acquisition of TNRG Preferred Stock





Fiscal Year 2022

On February 28, 2022, Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer, each as an individual and principal shareholders of Bear Village, Inc., a Wyoming corporation, (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 Mr. Yogev Shvo, an individual domiciled in Florida (the "Seller"). (The "Purchase") The consideration for the purchase was provided to the Purchaser from the individual's private funds.

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.

As part of the Purchase on April 13, 2022, Mr. Shvo submitted 55,000,000 shares of restricted common stock to the Company's treasury for cancellation, in consideration for the transfer to him by TNRG of all of the issued and outstanding membership interests, assets and liabilities of Nature and THEHEMPLUG, LLC a Florida limited liability company ("HP"), both of which are wholly-owned subsidiaries of TNRG.

The purchase price of $50,000 for the Preferred Stock was paid in cash. The consideration for the purchase was provided to the Seller by the Company on behalf of the Purchasers. The Company had been in discussions with the Purchasers for repayment and finalized the Employment Agreements ("Employment Agreements") on October 1, 2022 for positions in the Company. As a result, the Company recorded the purchase price as compensation on March 1, 2022. 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.





    1)  Purchaser acquired TNRG subject to the following existing debt and
        obligations:




       a.  $35,000 Convertible Note held by ELSR plus accrued interest
       b.  $85,766 Convertible Note held by ELSR plus accrued interest
       c.  $220,000 Convertible Note held by 109 Canon plus accrued interest
       d.  $410,000 Convertible Note held by Moshe Zucker plus accrued interest of
           which $190,000 has recently been converted into 3,800,000 shares of
           restricted common stock.
       e.  Auditor Invoice estimated at $30,000 past due and $37,000 for
           completion of 2021
       f.  Accountant Invoice estimated at $42,500 and approximately $4,500 for
           completion of 2021
       g.  No other debt or liability is being assumed by Purchaser
       h.  Purchaser specifically assumes no liability regarding any dispute
           between Orel Ben Simon and the Seller. Seller shall indemnify Company
           as required in the body of the Agreement.
       i.  Company may be subject to potential liability and legal fees and
           associated costs regarding the FCV Matter if in excess of the Seller
           indemnification provisions set forth in Section 11 of the Agreement
       j.  Purchaser on behalf of the Company is responsible for assuring the
           Company's timely payment of all Company federal and state and any
           related tax obligations for fiscal year 2021 with the exception of
           taxes due relating to income, sales, license, business or any other
           taxes associated with Nature and HP








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    2)  The transfer to Seller of all of TNRG's security ownership interest in
        each of Nature and HP to Seller shall include the following existing
        Nature debt and related matters:




       a.  EIDL Loan ($149,490 plus $9,290 accrued interest)
       b.  $72,743 note due to Orel Ben Simon plus accrued interest
       c.  All cases in action and potential legal liabilities concerning current
           disputes with Nature, HP, Ben Simon, Seller and any other parties.

As a result of the Purchase and change of control of the Registrant, the existing officers and directors of the Company, Mr. Adam Levy, Mr. Bruce W.D. Barren, Ms. Solange Bar and Mr. Yogev Shvo (Chairman) have either resigned or been voted out of their positions.

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. Ricardo Haynes became the sole Director, CEO and Chairman of the Board of the Registrant, and the acting sole officer of the Company.





Fiscal Year 2020

On July 1, 2020, Yogev Shvo, a third party individual and principal shareholder of Nature Consulting LLC ("Nature" or "Purchaser") personally acquired 100% of the issued and outstanding shares of preferred stock (the "Preferred Stock") of TNRG from Saveene Corporation, a Florida corporation (the "Seller") (The "Purchase"). The Purchase price of $250,000 for the Preferred Stock was paid in cash and was provided from the individual private funds of Purchaser.

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.

Acquisition of Assets of Nature

On August 14, 2020 (the "Closing Date"), TNRG and the members of Nature entered into an Interest Purchase Agreement (the "Interest Purchase Agreement"), which closed on the same date. Pursuant to the terms of the Interest Purchase Agreement, the members of Nature sold all of their membership interests in Nature to TNRG in exchange for sixty million (60,000,000) shares of TNRG's Common Stock. As a result of this transaction, Nature became a wholly-owned subsidiary of TNRG.

The Interest Purchase Agreement contained customary representations and warranties and pre- and post-closing covenants of each party and customary closing conditions. Breaches of the representations and warranties will be subject to customary indemnification provisions, subject to specified aggregate limits of liability.

The membership Interest Purchase Agreement will be treated as an asset acquisition by the Company for financial accounting purposes. Nature will be considered the acquirer for accounting purposes, and the historical financial statements of Nature, before the membership exchange will replace the historical financial statements of TNRG before the membership exchange and in all future filings with the SEC.

Immediately following the Interest Purchase Agreement, the business of Nature became TNRG's main operation.





Description of Business

TNRG was founded in April 2010 and underwent new management as of April 2022. The new team's singular objective is to rapidly increase the current and future shareholder value of its stock by divesting from its stagnant CBD/Hemp retail cannabidiol business model and expanding its investments footprint into the following business sectors to create a diversified portfolio of cash flowing assets such as the following:





    ·   Diversified cash flowing assets such as fixed-income
    ·   Commercial real estate projects that include resorts and associated
        timeshare and condo developments
    ·   Entertainment venues including indoor outdoor water parks, family
        entertainment centers, adventure parks
    ·   Residential real estate projects that include eco-friendly multi-family
        housing and
    ·   Precious metal/mineral mining ventures

TNRG recently engaged three licensed geologists to assess the preliminary value of the minerals at Kinsley Mountain on the 4 patented and 98 unpatented claims by drone surveillance, a small collection of surface samples and historical information at Kinsley Mountain and neighboring geological formations.

Company Mission

Our mission is to protect our investors through a diversified asset base with various asset classes that allow it to stay liquid and self-sufficient. A diverse balance sheet also helps to head off any unforeseeable market shifts and political changes around the globe, which are critically important in uncertain times. Our new team of experienced leaders have created an exciting vision that is still in the early stages of redevelopment and growth, yet one that promises to offer investors an opportunity to take part in an exciting journey right from the start.





Business Objective

The principal business objective is to generate revenue through strategic partnerships and joint ventures that focus on income generation coupled with capital preservation through proactive portfolio management utilizing a conservative liquidity and investment posture to optimize returns to our shareholders. We achieve this vision through prudent management of borrowed funds together with our capital and shareholders' equity that is invested primarily in a diversified balance sheet of real estate investments and fixed-income that earns the spread between the yield on our assets and the cost of our borrowings and hedging activities. The business is financed by an appropriate mix of shareholders' equity and the sale of corporate debt to achieve its primary business objective of an annual return on equity greater than its cost of equity, while maintaining a sound financial structure. This is achieved by rigorous due diligence to vet assets and investments that have significant upside potential while minimizing risks through an investment strategy that pursues an "absolute return" or positive returns to preserve investor capital and returns to our shareholders. We believe that our business objectives are supported through our long-term conservative financial vision, the diversity of our investment strategy and comprehensive risk management approach to preserve investor capital for our shareholders.





Fixed-Income Strategy

This strategy enables the company to maximize profitability by taking advantage of different market cycles, while diversifying risk. The company's investment objective is to generate consistent capital appreciation over the long-term, with relatively low volatility with the pursuit of an "absolute return" or seeking to achieve positive returns, by, for example, taking long and short positions and by engaging in various hedging strategies, regardless of the performance of the traditional equity and fixed income markets. Additionally, from time to time, the company may use derivative instruments, such as total return swaps or other structured products and may invest, to a limited extent, in registered investment companies, including exchange-traded funds.









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Recent Developments



Convertible Note Payable



Short Term



April 2022 Notes

In April 2022, the Company authorized convertible promissory notes ("April 2022 Notes") that varies from 0% to 10% per annum and are due and payable on various dates from December 31, 2022 through October 31, 2024 for aggregate gross proceeds of $825,600 (including $1,500 against which services were received) during the year ended December 31, 2022. Subsequent to December 31, 2022, the Company offered and sold an additional $306,200 of the April 2022 Notes bearing no interest and are due and payable on various dates from June 30, 2023 through September 30, 2023. In addition, two notes totaling $300,000 issued in December 2022 and January 2023 allows for the repurchase of up to a total of 200,000 converted common shares at $2.50 per share should the Company fail to meet the Reg A Tier II offering of $5.00 per share. The holders of the April 2022 Notes have the right, at the holder's option, to convert the principal amount of this note, in whole or in part, plus any interest which accrues hereon, into fully paid and nonassessable shares at a conversion price of $0.07 per share for notes amounting to $598,600 and $0.70 per share for notes amounting to $227,000 into the Company's common stock if before any public offering. The Note includes customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts due under the Note and accrual of interest as described above.

The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature ("BCF") and determined that the instrument does not have a BCF.

As of March 31, 2023, the Company has not repaid April 2022 Notes convertible notes totaling $431,500 with maturity dates of December 31, 2022 through March 31, 2023 and these convertible notes are now in default. The Company is currently in discussions with the note holders to convert the April 2022 Notes into the Company's common stock upon the Company's Reg A being declared effective.

$40,000,000 Convertible Note

On May 13, 2022, as amended, the Company issued a convertible promissory note to Turvata Holdings Limited in the principal amount totaling $40,000,000 in exchange for 50,000 RoRa Prime Coins ("Coins"), valued at $800 per Coin. The convertible promissory note bears no interest and is due and payable in twenty-four (24) months. The Holder of this Note has the right, at the holder's option, to convert the principal amount of this Note, in whole or in part, into fully paid and nonassessable shares at a conversion price of $2.00 per share. The Convertible Promissory Note shall not be enforceable until such time as the Holder's consideration, RoRa Prime Coin is " live" on a US exchange and available through a mutually agreed upon cryptocurrency wallet such as NyX, Exodus, Ledger, TREZOR Model T Wallet, ZenGo, or Atomic. The parties agree to establish a time is of the essence date of May 1,2023 for Holder to meet the " live" requirement. Should Holder not meet the " live" requirement by May 1, 2023, then Borrower shall return all RoRa Prime Coins and Holder shall release all claims on any shares or Convertible Promissory Note. Conversion rights shall not vest until such time as the holder's consideration, Coins, are live on a U.S. Exchange and available through a mutually agreed upon cryptocurrency wallet. The Coins are expected to go live in 2023. The Note shall not be enforceable until such time as the Coin is "live" on a US exchange and available through a mutually agreed upon cryptocurrency wallet. The parties agree to establish a time is of the essence date of May 1, 2023 for Holder to meet the "live" requirement. Should Holder not meet the "live" requirement by May 1, 2023, then Borrower shall return all RoRa Prime Coins and Holder shall release all claims on any shares or Convertible Promissory Note. Subsequent to the Coins live date and before the holder coverts the Note, should the Company issue any dilutive security, the conversion price will be reduced to the price of the dilutive issuance. The Note includes customary events of default, including, among other things, payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension of the Company's Common Stock from trading. If such an event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts due under the Note as described above.

Investment in WC Mine Holdings

On January 5, 2023, the Company entered into a Membership Interest Purchase Agreement ("Agreement") with Fourth & One, LLC ("Fourth & One") with respect to the sale and transfer of 51.5% of Fourth & One's interest in WC Mine Holdings, LLC ("WCMH") giving the Company a 30.9% ownership in WCMH for consideration totaling $5,450,000 for the Kinsley Mountain mineral, resources, and water rights. The preliminary appraisal of the property value is estimated at approximately $33 million. In exchange, the Company issued Fourth & One a promissory note of $4,000,000 and 2,000 RoRa Prime digital coins ("Coins"), valued at $1,450,000. The promissory note provides for no interest and matured on March 31, 2023 ("Maturity Date"). In addition, the promissory note provides that the Company may convert all amounts at any time prior to the Maturity Date and after gaining approval by the Securities and Exchange Commission of the Company's REG A II $3 per share Offering and Fourth & One may convert all amounts into common stock prior to the Maturity Date at a conversion price of $2.00 per share. The Agreement also provides that should Fourth & One not be able to convert the Coins on or before June 1, 2023 at a conversion ratio of $800 per Coin, the Company will purchase all of the Coins for a total of $1,600,000 (2,000 Coins at $800 per Coin) on June 1, 2023. The Company is currently in discussions with Fourth & One to convert the promissory note into the Company's common stock.





Employment Agreements

On March 1, 2022, as amended on October 1, 2022 and December 28, 2022, Mr. Ricardo Haynes, the Company's Chief Executive Officer and President ("CEO") entered into an Employment Agreement with the Company. The Employment agreement terminates September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months' notice. In addition, Mr. Haynes is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation each year, provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option plan. Under this Employment agreement, the CEO will be entitled to the following:





    ·   $5,700 for services performed from March 1, 2022 - June 30, 2022.
    ·   Lump Sum payment of $21,299 for services from July 1, 2022 - December 31,
        2022.
    ·   Base salary of $11,000 per month paid on a bi-weekly basis starting
        January 2, 2023.
    ·   Bonus of $14,201 was paid in November and December 2022.
    ·   Automobile allowance of $1,500 per month starting January 2, 2023.
    ·   25,000,000 shares of TNRG common stock in the Company which vest
        immediately.
    ·   7,500,000 newly issued Preferred A shares of TNRG stock CUSIP (88604Y209)
        Cert No. 400002.
    ·   750 newly issued Preferred B shares of TNRG stock CUSIP (88604Y209), Cert.
        No. 500002.
    ·   1,500 newly issued Preferred C shares of TNRG stock CUSIP (8860Y209), Cert
        No. 600002.
    ·   $7,500 loan forgiveness cancelling debt used for the acquisition of shares
        in the Company.
    ·   1,500 RoRa Coins in possession of the Company.

On October 1, 2022, the Company entered into Employment Agreements with individuals for positions in the Company. Each of the Employment agreements shall begin October 1, 2022 and terminate September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months notice. In addition, each employee is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation each year, provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option plan. Under these Employment agreements, each employee will be entitled to the following:





  · Ms. Tori White, Director real Estate Development.


          o   $24,000 loan forgiveness cancelling debt used for the acquisition of
              shares in the Company.
          o   4,800 RoRa Coins in possession of the Company.








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  · Mr. Eric Collins, Chairman and Chief Operations Officer.


          o   $12,500 loan forgiveness cancelling debt used for the acquisition of
              shares in the Company.
          o   2,500 RoRa Coins in possession of the Company.




  · Mr. Donald Keer, Corporate Counsel


          o   $3,500 loan forgiveness cancelling debt used for the acquisition of
              shares in the Company.
          o   700 RoRa Coins in possession of the Company.




  · Mr. Lance Lehr, Chief Operating Officer


          o   $2,500 loan forgiveness cancelling debt used for the acquisition of
              shares in the Company.
          o   500 RoRa Coins in possession of the Company.




Consulting Agreements

On April 6, 2022, as amended on December 2, 2022, the Company entered into a Consulting Agreement with Top Flight Development, LLC ("Top Flight"), an entity controlled by the father of the Company's Director Real Estate Development, to provide consulting services to the Company. The consulting agreement is in effect until the Company is profitable with a balance sheet of over $400 million or thirty-six (36) months, whichever is longer. Under this consulting agreement, Top Flight will be entitled to the following:





    1.  a total of 15,000,000 common shares issued on the inception of the
        agreement of April 6, 2022, valued at $450,000 (based on the Company's
        stock price on the date of issuance) and vesting immediately.

    2.  Up to 50,000,000 common shares and $6,000,000 as bonuses based on the goals
        outlined in the agreement as follows:

        ·   a total of 5,000,000 common shares issued on December 15, 2022, valued
            at $1,000 (based on the Company's stock price on the date of issuance),
            vesting immediately, and a bonus of $400,000 resulting from the
            Company's execution of the Joint Marketing and Advertising Agreement
            with the Las Vegas Aces professional Women's basketball team.

        ·   a total of 12,000,000 common shares issued on January 5, 2023, valued
            at $1,140,000 (based on the Company's stock price on the date of
            issuance), vesting immediately, and a bonus based of $1,200,000
            resulting from the Company's investment in Kinsley Mountain mineral,
            resources, and water rights.

        ·   a total of 28,000,000 common shares, vesting immediately, and a bonus
            of $2,800,000 resulting from the activation of the $40,000,000 RoRa
            coins on a recognized exchange which is expected to occur in July 2023.

        ·   a total of 5,000,000 common shares, vesting immediately, and a bonus of
            $1,600,000 resulting from the Company's investment and promotion of
            Bear Village Resort's facilities in Tennessee and Georgia which is
            expected to occur in July 2023.

    3.  Shall be paid $21,000 per month beginning May 2022 increasing to $25,000
        per month beginning January 2023.

    4.  Additional awards may be made at the Company's discretion based on other
        strategic goals. There were no additional awards granted for the year ended
        December 31, 2022.








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During the years ended December 31, 2022 and 2021, the Company paid Top Flight $320,600 and $0, respectively, with a balance due of $247,000 as of December 31, 2022.

On April 6, 2022, the Company entered into a Consulting Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement, the third party will be entitled to a total of 5,000,000 common shares, valued at $150,000 (based on the Company's stock price on the date of issuance) and vesting immediately.

On April 6, 2022, the Company entered into a Consulting Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement, the third party will be entitled to a total of 2,000,000 common shares, valued at $60,000 (based on the Company's stock price on the date of issuance) and vesting immediately.





Sponsorship Agreement

On December 15, 2022, the Company entered into a Joint Marketing and Advertising Agreement with the Las Vegas Aces ("Aces") professional Women's basketball team. The Aces shall provide the Company branding, digital advertising, and partner marketing and advertising for payments totaling $875,000, $901,250, and $928,288 for the years 2023, 2024, and 2025, respectively. The agreement is effective December 15, 2022 through December 31, 2025, with an option to extend for an additional two years, unless terminated sooner.





Preferred Stock

During February and March 2023, holders of 64,000,000 shares of common stock (57,000,000 shares from related parties and 7,000,000 shares third parties) elected to exchange these shares for an aggregate of 64,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us on which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must receive additional capital. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue operations.





Overview of Presentation

The following Management's Discussion and Analysis ("MD&A") or Plan of Operations includes the following sections:





  · Plan of Operations
  · Results of Operations
  · Liquidity and Capital Resources
  · Capital Expenditures
  · Going Concern
  · Critical Accounting Policies
  · Off-Balance Sheet Arrangements








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General and administrative expenses consist primarily of personnel costs and professional fees required to support our operations and growth.

Depending on the extent of our future growth, we may experience significant strain on our management, personnel, and information systems. We will need to implement and improve operational, financial, and management information systems. In addition, we are implementing new information systems that will provide better record-keeping, customer service and billing. However, there can be no assurance that our management resources or information systems will be sufficient to manage any future growth in our business, and the failure to do so could have a material adverse effect on our business, results of operations and financial condition.





Results of Operations.

The results of operations are based on preparation of financial statements in conformity with accounting principles generally accepted in the United States. The preparation of financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the financial statements. The Company's accounting policies are more fully described in Note 3 to the Notes of Financial Statements.

Results of Operations for the Years Ended December 31, 2022 and December 31, 2021

Thunder Energies - Continuing Operations





                                   Year Ended              Year Ended
                                December 31, 2022       December 31, 2021

Net revenues                   $                 -     $                 -
Cost of sales                                    -                       -
Gross Profit                                     -                       -
Operating expenses                       2,386,303                 128,900
Other expense                            3,080,170               1,126,998

Net loss before income taxes $ (5,466,473 ) $ (1,255,898 )






Net Revenues

For the years ended December 31, 2022 and 2021, we had no revenues.





Cost of Sales

For the years ended December 31, 2022 and 2021, we had no cost of sales as we had no revenues.





Operating Expenses

For the years ended December 31, 2022 and 2021, we had operating expenses of $2,386,303 and $128,900, respectively For the year ended December 31, 2022, we had advertising and marketing expenses of $43,957, stock based compensation costs of $1,411,000, and general and administrative expenses of $931,346 primarily consisting of professional fees of $149,159, compensation costs of $50,000, consulting costs of $691,186, investor relations costs of $25,339, and general and administration costs of $15,662, as a result of adding administrative infrastructure for our anticipated business development. In 2022, the Company has incurred professional fees (primarily legal and audit fees), incurred compensation for its CEO, incurred consulting costs (primarily for public relations and brand awareness), had investor relations costs. For the year ended December 31, 2021, we had professional fees of $128,900.









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Other Expense

Other expense for the year ended December 31, 2022 totaled $3,080,170 primarily consisting of interest expense in conjunction with debt discount of $241,876, the change in derivative liability of $2,186, interest expense on notes payable of $3,737,108, offset primarily by the reversal of the impairment charge of $901,000 initially recorded in 2021 but reversed in the current year pursuant to the acquisition of the Company by Bear Village, Inc.

Other expense for the year ended December 31, 2021 totaled $1,126,998 primarily consisting of interest expense in conjunction with debt discount of $509,950, the change in derivative liability of $40,776, interest expense on notes payable of $1,279,622, offset primarily by a gain on extinguishment of debt of $621,798.

Net loss before income taxes and discontinued operations

Net loss before income taxes and discontinued operations for the years ended December 31, 2022 and 2021 totaled $5,466,473 and $1,255,898, respectively, primarily representing the operating and other expense as described above.





Financial Condition.



Total Assets.

Assets were $145,892 as of December 31, 2022. Assets were cash of $48,881, notes receivable - related party of $26,200 (due from Bear Village), deferred offering costs of $9,000, and prepaid expenses of $61,811.





Total Liabilities.

Liabilities were $6,784,786 as of December 31, 2022. Liabilities consisted primarily of accounts payable of $82,819, derivative liability of $85,590, accrued expenses of $283,745, accrued interest of $4,756,266, and convertible notes payable of $1,576,366.

Nature Consulting, LLC - Discontinued Operations





                                   Year Ended              Year Ended
                                December 31, 2022       December 31, 2021

Net revenues                   $                 -     $         3,750,519
Cost of sales                                    -               1,574,770
Gross Profit                                     -               2,175,749
Operating expenses                               -               2,268,388
Other expense                                    -                  24,013
Net loss before income taxes   $                 -     $          (116,652 )




Net Revenues

Net revenues of $3,750,519 represent customer purchases of our other products in the year ended December 31, 2021.





Cost of Sales

Cost of sales of $1,574,770 in customer purchases of our other products in the year ended December 31, 2021.









  22






Operating Expenses

For the year ended December 31, 2021, we had marketing expenses of $392,171 and general and administrative expenses of $1,876,217, primarily consisting of compensation costs of $845,818, consulting costs of $49,908, travel expenses of $15,194, operating lease costs of $102,280, professional fees of $161,364, depreciation and amortization costs of $52,714, bad debt expenses of $133,007, investor relations costs of $1,200, shipping charges of $239,539, and general and administration costs of $275,193 as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.





Other Expense

Other expense for the year ended December 31, 2021 totaled $24,013 primarily consisted of interest expense on notes payable of $28,962, impairment of assets of $195,347, offset partially by other income of $200,296.

Net loss before income taxes and discontinued operations

Net loss before income taxes and discontinued operations for the year ended December 31, 2021 totaled $116,652 primarily due to revenue of $3,750,519 and (increases/decreases) in compensation costs, professional fees, consulting costs, marketing costs, operating lease costs, shipping charges, travel costs, bad debts, and general and administration costs.





Financial Condition.



Total Assets.

Assets were $0 as of December 31, 2021.





Total Liabilities.

Liabilities were $901,000 as of December 31, 2021. Liabilities consisted primarily of accounts payable of $386,129, due to related party of $72,743, customer advance payments of $203,518, short term notes payable of $149,490, and accrued interest of $89,120.

Liquidity and Capital Resources.

General - Overall, we had an increase in cash flows of $48,881 in the year ended December 31, 2022 resulting from cash provided by financing activities of $824,100, and offset primarily by cash used in operating activities of $775,219.

The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:





                                      Year Ended              Year Ended
                                   December 31, 2022       December 31, 2021

Net cash provided by (used in):
Operating activities              $          (775,219 )   $            80,784
Investing activities                                -                 (15,337 )
Financing activities                          824,100                (162,950 )
Net increase (decrease) in cash   $            48,881     $           (97,503 )








  23

Years Ended December 31, 2022 Compared to the Year Ended December 31, 2021

Cash Flows from Operating Activities- For the year ended December 31, 2022, net cash used in operating activities was $775,219. Net cash used in operations was primarily due to a net loss of $5,466,473, and the changes in operating assets and liabilities of $3,935,692, primarily due to the net changes in accrued interest of $3,737,110, accounts payable of $11,848, and accrued expenses of $283,745, offset primarily by the change in notes receivable - related party of $26,200, deferred offering costs of $9,000, and prepaid expenses of $61,811. In addition, net cash used in operating activities was offset primarily by adjustments to reconcile net loss from the accretion of the debt discount of $241,876, change in derivative liability of $2,186, the gain on disposal of discontinued operations of $901,000, stock based compensation of $1,411,000 and convertible note payable issued for services of $1,500.

For the year ended December 31, 2021, net cash provided by operating activities was $80,784. Net cash provided by operations was primarily due to net cash used in operating activities - discontinued activities of $78,222, offset primarily by net cash used in continuing operating activities of $197,438. Net cash used in continuing operating activities was primarily due to a net loss of $1,372,550, and the changes in operating assets and liabilities of $1,332,389, primarily due to accounts payable of $53,720 and accrued interest of $1,278,669. In addition, net cash provided by continuing operating activities was offset primarily by adjustments to reconcile net loss from the accretion of the debt discount of $509,950, the change in derivative liability of $40,776, the impairment of assets of $195,347, and the gain on extinguishment of debt of $621,798. Net cash provided by operating activities - discontinued activities was primarily due to the changes in operating assets and liabilities of $225,508, primarily due to accounts receivable of $68,403, inventories of $32,161, prepaid expenses of $189,550, accounts payable of $251,234, and accrued interest of $28,962, offset primarily by the net changes in customer advance payments of $318,740 and other current liabilities of $26,062. In addition, by net cash used in operating activities - discontinued activities was offset primarily by adjustments to reconcile net profit from depreciation expense of $44,959, amortization expense of $7,755, and the forgiveness of a PPP loan of $200,000.

Cash Flows from Investing Activities- For the year ended December 31, 2022, net cash used in investing activities was $0. For the year ended December 31, 2021, net cash used in investing activities was $15,337 due to purchases of equipment.

Cash Flows from Financing Activities- For the year ended December 31, 2022, net cash provided by financing activities was $824,100 due to proceeds from short term convertible notes payable. For the year ended December 31, 2021, net cash used in financing activities was $162,950 due to proceeds from PPP loan payable of $200,000, repayments from loan payable to shareholder of $68,405, repayments of short term notes payable of $51,545, and repayments of short term notes payable - related party of $243,000.

Financing - We expect that our current working capital position, together with our expected future cash flows from operations will be insufficient to fund our operations in the ordinary course of business, anticipated capital expenditures, debt payment requirements and other contractual obligations for at least the next twelve months. However, this belief is based upon many assumptions and is subject to numerous risks, and there can be no assurance that we will not require additional funding in the future.

We have no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement our business and may make such acquisitions and/or investments in the future. Accordingly, we may need to obtain additional sources of capital in the future to finance any such acquisitions and/or investments. We may not be able to obtain such financing on commercially reasonable terms, if at all. Due to the ongoing global economic crisis, we believe it may be difficult to obtain additional financing if needed. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.









  24






Common Stock

As part of the Purchase on April 13, 2022, Mr. Shvo submitted 55,000,000 shares of restricted common stock to the Company's treasury for cancellation, in consideration for the transfer to him by TNRG of all of the issued and outstanding membership interests, assets and liabilities of Nature and HP, both of which are wholly-owned subsidiaries of TNRG.

On March 1, 2022, as amended on October 1, 2022 and December 28, 2022, the Company entered into an Employment Agreement with Mr. Ricardo Haynes whereby Mr. Haynes became the sole Director, CEO and Chairman of the Board, and the acting sole officer of the Company. The Employment Agreement is in effect until September 30, 2027. Under this Employment Agreement, Mr. Haynes will be entitled to a total of 25,000,000 common shares, vesting immediately, valued at $750,000 (based on the Company's stock price on the date of issuance).





    1.  a total of 15,000,000 common shares issued on the inception of the
        agreement of April 6, 2022, valued at $450,000 (based on the Company's
        stock price on the date of issuance) and vesting immediately.

    2.  Up to 50,000,000 common shares and $6,000,000 as bonuses based on the goals
        outlined in the agreement as follows:

        ·   a total of 5,000,000 common shares issued on December 15, 2022, valued
            at $1,000 (based on the Company's stock price on the date of issuance),
            vesting immediately, and a bonus of $400,000 resulting from the
            Company's execution of the Joint Marketing and Advertising Agreement
            with the Las Vegas Aces professional Women's basketball team.

        ·   a total of 12,000,000 common shares issued on January 5, 2023, valued
            at $1,140,000 (based on the Company's stock price on the date of
            issuance), vesting immediately, and a bonus based of $1,200,000
            resulting from the Company's investment in Kinsley Mountain mineral,
            resources, and water rights.

        ·   a total of 28,000,000 common shares, vesting immediately, and a bonus
            of $2,800,000 resulting from the activation of the $40,000,000 RoRa
            coins on a recognized exchange which is expected to occur in July 2023.

        ·   a total of 5,000,000 common shares, vesting immediately, and a bonus of
            $1,600,000 resulting from the Company's investment and promotion of
            Bear Village Resort's facilities in Tennessee and Georgia which is
            expected to occur in July 2023.

On April 6, 2022, the Company entered into a Consulting Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement, the third party will be entitled to a total of 2,000,000 common shares, valued at $60,000 (based on the Company's stock price on the date of issuance) and vesting immediately.









  25






Preferred Stock





Convertible Note Payable



Short Term



April 2022 Notes

In April 2022, the Company authorized convertible promissory notes ("April 2022 Notes") that varies from 0% to 10% per annum and are due and payable on various dates from December 31, 2022 through October 31, 2024 for aggregate gross proceeds of $825,600 (including $1,500 against which services were received) during the year ended December 31, 2022. Subsequent to December 31, 2022, the Company offered and sold an additional $306,200 of the April 2022 Notes bearing no interest and are due and payable on various dates from June 30, 2023 through September 30, 2023. In addition, two notes totaling $300,000 issued in December 2022 and January 2023 allows for the repurchase of up to a total of 200,000 converted common shares at $2.50 per share should the Company fail to meet the Reg A Tier II offering of $5.00 per share. The holders of the April 2022 Notes have the right, at the holder's option, to convert the principal amount of this note, in whole or in part, plus any interest which accrues hereon, into fully paid and nonassessable shares at a conversion price of $$0.07 per share for notes amounting to $598,600 and $0.70 per share for notes amounting to $227,000 into the Company's common stock if before any public offering. The Note includes customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts due under the Note and accrual of interest as described above.

$40,000,000 Convertible Note

On May 13, 2022, as amended, the Company issued a convertible promissory note to Turvata Holdings Limited in the principal amount totaling $40,000,000 in exchange for 50,000 RoRa Prime Coins ("Coins"), valued at $800 per Coin. The convertible promissory note bears no interest and is due and payable in twenty-four (24) months. The Holder of this Note has the right, at the holder's option, to convert the principal amount of this Note, in whole or in part, into fully paid and nonassessable shares at a conversion price of $2.00 per share. The Convertible Promissory Note shall not be enforceable until such time as the Holder's consideration, RoRa Prime Coin is " live" on a US exchange and available through a mutually agreed upon cryptocurrency wallet such as NyX, Exodus, Ledger, TREZOR Model T Wallet, ZenGo, or Atomic. The parties agree to establish a time is of the essence date of May 1,2023 for Holder to meet the " live" requirement. Should Holder not meet the " live" requirement by May 1, 2023, then Borrower shall return all RoRa Prime Coins and Holder shall release all claims on any shares or Convertible Promissory Note. Conversion rights shall not vest until such time as the holder's consideration, Coins, are live on a U.S. Exchange and available through a mutually agreed upon cryptocurrency wallet. The Coins are expected to go live in 2023. The Note shall not be enforceable until such time as the Coin is "live" on a US exchange and available through a mutually agreed upon cryptocurrency wallet. Subsequent to the Coins live date and before the holder coverts the Note, should the Company issue any dilutive security, the conversion price will be reduced to the price of the dilutive issuance. The Note includes customary events of default, including, among other things, payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension of the Company's Common Stock from trading. If such an event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts due under the Note as described above.

As a result of the failure to timely file our Form 10-Q for the three-month periods ended June 30, 2022 and September 30, 2022, the convertible promissory note was in default. On June 30, 2022, the Company entered into a Waiver Agreement (the "Agreement") waiving the default provisions listed in the convertible promissory note related to the Company's failure to timely file its 10-K for the year ended December 31, 2021, and Form 10-Q for the three-month periods ended March 31, 2022, June 30, 2022, and September 30, 2022.

Investment in WC Mine Holdings

On September 8, 2022, the Company entered into a Membership Interest Purchase Agreement ("Agreement") with Fourth & One, LLC ("Fourth & One") with respect to the sale and transfer of 51.5% of Fourth & One's interest in WC Mine Holdings, LLC ("WCMH") giving the Company a 30.9% ownership in WCMH for consideration totaling $5,450,000 for the Kinsley Mountain mineral, resources, and water rights. The preliminary appraisal of the property value is estimated at approximately $33 million. In exchange, the Company issued Fourth & One a promissory note of $4,000,000 and 2,000 RoRa Prime digital coins ("Coins"), valued at $1,450,000. The promissory note provides for no interest and matures on October 31, 2022 ("Maturity Date"). In addition, the promissory note provides that the Company may convert all amounts at any time prior to the Maturity Date and after gaining approval by the Securities and Exchange Commission of the Company's REG A II Offering and Fourth & One may convert all amounts into common stock prior to the Maturity Date at a conversion price of $2.00 per share. The Agreement also provides that should Fourth & One not be able to convert the Coins on or before October 31, 2022 at a conversion ratio of $800 per Coin, the Company will purchase all of the Coins for a total of $1,600,000 (2,000 Coins at $800 per Coin) on October 31, 2022.

On November 1, 2022, the Company and Fourth & One mutually agreed to terminate the Agreement and the Company was released from any obligations.

On January 5, 2023, the Company entered into a Membership Interest Purchase Agreement ("Agreement") with Fourth & One, LLC ("Fourth & One") with respect to the sale and transfer of 51.5% of Fourth & One's interest in WC Mine Holdings, LLC ("WCMH") giving the Company a 30.9% ownership in WCMH for consideration totaling $5,450,000 for the Kinsley Mountain mineral, resources, and water rights. The preliminary appraisal of the property is estimated at approximately $33 million. In exchange, the Company issued Fourth & One a promissory note of $4,000,000 and 2,000 RoRa Prime digital coins ("Coins"), valued at $1,450,000. The promissory note provides for no interest and matured on March 31, 2023 ("Maturity Date"). In addition, the promissory note provides that the Company may convert all amounts at any time prior to the Maturity Date and after gaining approval by the Securities and Exchange Commission of the Company's REG A II $3 per share Offering and Fourth & One may convert all amounts into common stock prior to the Maturity Date at a conversion price of $2.00 per share. The Agreement also provides that should Fourth & One not be able to convert the Coins on or before June 1, 2023 at a conversion ratio of $800 per Coin, the Company will purchase all of the Coins for a total of $1,600,000 (2,000 Coins at $800 per Coin) on June 1, 2023. The Company is currently in discussions with Fourth & One to convert the promissory note into the Company's common stock.





Employment Agreements

On March 1, 2022, as amended on October 1, 2022 and December 28, 2022, Mr. Ricardo Haynes, the sole Director, CEO and Chairman of the Board, and the acting sole officer of the Company entered into an Employment Agreement with the Company. The Employment agreement terminates September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months' notice. In addition, Mr. Haynes is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation each year, provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option plan. Under this Employment agreement, the CEO will be entitled to the following:





    ·   $5,700 for services performed from March 1, 2022 - June 30, 2022.
    ·   Lump Sum payment of $21,299 for services from July 1, 2022 - December 31,
        2022.








  27






    ·   Base salary of $11,000 per month paid on a bi-weekly basis starting
        January 2, 2023.
    ·   Bonus of $14,201 was paid in November and December 2022.
    ·   Automobile allowance of $1,500 per month starting January 2, 2023.
    ·   25,000,000 shares of TNRG common stock in the Company which vest
        immediately.
    ·   7,500,000 newly issued Preferred A shares of TNRG stock CUSIP (88604Y209)
        Cert No. 400002.
    ·   750 newly issued Preferred B shares of TNRG stock CUSIP (88604Y209), Cert.
        No. 500002.
    ·   1,500 newly issued Preferred C shares of TNRG stock CUSIP (8860Y209), Cert
        No. 600002.
    ·   $7,500 loan forgiveness cancelling debt used for the acquisition of shares
        in the Company.
    ·   1,500 RoRa Coins in possession of the Company.

On October 1, 2022, the Company entered into Employment Agreements with individuals for positions in the Company. Each of the Employment agreements shall begin October 1, 2022 and terminate September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months' notice. In addition, each employee is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation each year, provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option plan. Under these Employment agreements, each employee will be entitled to the following:





  · Ms. Tori White, Director Real Estate Development.


          ?   $24,000 loan forgiveness cancelling debt used for the acquisition of
              shares in the Company.
          ?   4,800 RoRa Coins in possession of the Company.




  · Mr. Eric Collins, Chairman and Chief Operations Officer.


          ?   $12,500 loan forgiveness cancelling debt used for the acquisition of
              shares in the Company.
          ?   2,500 RoRa Coins in possession of the Company.




  · Mr. Donald Keer, Corporate Counsel


          o   $3,500 loan forgiveness cancelling debt used for the acquisition of
              shares in the Company.
          ?   700 RoRa Coins in possession of the Company.




  · Mr. Lance Lehr, Chief Operating Officer


          ?   $2,500 loan forgiveness cancelling debt used for the acquisition of
              shares in the Company.
          ?   500 RoRa Coins in possession of the Company.

The Company had been in discussions with the Shareholders for repayment by them of the Acquisition of Preferred Shares and finalized the Employment Agreements on October 1, 2022 for positions in the Company. As a result, the Company recorded the purchase price payable by these employees as compensation on March 1, 2022.









  28






Consulting Agreements





    1.  a total of 15,000,000 common shares issued on the inception of the
        agreement of April 6, 2022, valued at $450,000 (based on the Company's
        stock price on the date of issuance) and vesting immediately.

    2.  Up to 50,000,000 common shares and $6,000,000 as bonuses based on the goals
        outlined in the agreement as follows:

        ·   a total of 5,000,000 common shares issued on December 15, 2022, valued
            at $1,000 (based on the Company's stock price on the date of issuance),
            vesting immediately, and a bonus of $400,000 resulting from the
            Company's execution of the Joint Marketing and Advertising Agreement
            with the Las Vegas Aces professional Women's basketball team.

        ·   a total of 12,000,000 common shares issued on January 5, 2023, valued
            at $1,140,000 (based on the Company's stock price on the date of
            issuance), vesting immediately, and a bonus based of $1,200,000
            resulting from the Company's investment in Kinsley Mountain mineral,
            resources, and water rights.

        ·   a total of 28,000,000 common shares, vesting immediately, and a bonus
            of $2,800,000 resulting from the activation of the $40,000,000 RoRa
            coins on a recognized exchange which is expected to occur in July 2023.

        ·   a total of 5,000,000 common shares, vesting immediately, and a bonus of
            $1,600,000 resulting from the Company's investment and promotion of
            Bear Village Resort's facilities in Tennessee and Georgia which is
            expected to occur in July 2023.

    3.  Shall be paid $21,000 per month beginning May 2022 increasing to $25,000
        per month beginning January 2023.

    4.  Additional awards may be made at the Company's discretion based on other
        strategic goals. There were no additional awards granted for the year ended
        December 31, 2022.

During the years ended December 31, 2022 and 2021, the Company paid Top Flight $320,600 and $0, respectively, with a balance due of $247,000 as of December 31, 2022.

On April 6, 2022, the Company entered into a Consulting Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement, the third party will be entitled to a total of 2,000,000 common shares, valued at $60,000 (based on the Company's stock price on the date of issuance) and vesting immediately.









  29






Sponsorship Agreement





Capital Resources.

We had no material commitments for capital expenditures as of December 31, 2022.





Fiscal year end

Our fiscal year end is December 31.





Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $7,486,937 and $2,020,464 at December 31, 2022 and 2021, respectively, had a working capital deficit of $6,630,894 and $2,583,421 at December 31, 2022 and 2021, respectively, had net losses of $5,466,473 and $1,372,550 for the years ended December 31, 2022 and 2021, with limited revenue earned since inception, no current revenue generating operations, and a lack of operational history. These matters raise substantial doubt about the Company's ability to continue as a going concern.

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

Refer to Note 3 in the accompanying notes to the consolidated financial statements.

Recent Accounting Pronouncements

Refer to Note 3 in the accompanying notes to the consolidated financial statements.

Future Contractual Obligations and Commitments

Refer to Note 3 in the accompanying notes to the consolidated financial statements for future contractual obligations and commitments. Future contractual obligations and commitments are based on the terms of the relevant agreements and appropriate classification of items under U.S. GAAP as currently in effect. Future events could cause actual payments to differ from these amounts.

We incur contractual obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general financing activities and from commercial arrangements that are directly supported by related operating activities. Details on these obligations are set forth below.





Convertible Note Payable



$85,766 Note

On April 22, 2019; The Company executed a convertible promissory note with GHS Investments, LLC ("GHS Note"). The GHS Note carries a principal balance of $57,000 together with an interest rate of eight (8%) per annum and a maturity date of February 21, 2020. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share) in accordance with the terms of the note agreement shall be made in lawful money of the United States of America. Any amount of principal or interest on this GHS Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. As of December 31, 2019, the principal balance outstanding was $57,000.

The holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this note, to convert all or any part of the outstanding and unpaid principal amount into Common Stock. The conversion shall equal sixty-five percent (65%) of the lowest trading prices for the Common Stock during the twenty (20) day trading period ending on the latest complete trading day prior to the conversion date, representing a discount rate of thirty-five percent (35%).

The Company accounts for an embedded conversion feature as a derivative under ASC 815-10-15-83 and valued separately from the note at fair value. The embedded conversion feature of the note is revalued at each subsequent reporting date at fair value and any changes in fair value will result in a gain or loss in those periods. The Company recorded a derivative liability of $85,590 and 83,404 as at December 31, 2022 and 2021 and, recorded a change in derivative liability of $2,186 and $(40,776) during the years ended December 31, 2022 and 2021, respectively.

As a result of the failure to timely file our Form 10-Q for the three-month periods ended September 30, 2020, March 31, 2022 and 2021, June 30, 2022, and September 2022, and the Form 10-K for the years ended December 31, 2021 and 2020, the Convertible Notes Payable were in default. The Company recorded default interest of $22,452 and $22,450 during the years ended December 31, 2022 and 2021, respectively.

The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions with the note holder to convert the GHS Note into the Company's common stock upon the Company's Reg A being declared effective.









  31






$220,000 Note

On September 21, 2020, the Company issued a convertible promissory note in the principal amount of $220,000. The convertible promissory note bears interest at 8% per annum and is due and payable in twenty-four (24) months. The holder of this note has the right, at the holder's option, upon the consummation of a sale of all or substantially all of the equity interest in the Company or private placement transaction of the Company's equity securities or securities convertible into equity securities, exclusive of the conversion of this note or any similar notes, to convert the principal amount of this note, in whole or in part, plus any interest which accrues hereon, into fully paid and nonassessable shares at a conversion price of $0.05 per share. The Note includes customary events of default, including, among other things, payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension of the Company's Common Stock from trading. If such an event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts due under the Note and accrual of interest as described above. The principal balance due at December 31, 2022 is $220,000 and is presented as a short-term liability in the balance sheet.

As a result of the failure to timely file our Form 10-Q for the three-month period ended September 30, 2020, March 31, 2022 and 2021, June 30, 2022, and September 30, 2022, and the Form 10-K for the years ended December 31, 2021 and 2020, the Convertible Notes Payable were in default. On July 19, 2021, the Company entered into a Waiver Agreement (the "Agreement") waiving the default provisions listed in the Notes related to the Company's failure to timely file its Form 10-Q for the three-month period ended September 30, 2020, the Form 10-K for the year ended December 31, 2020, and the three-month period ended March 31, 2021. In exchange for the Agreement, the Company agreed to pay a one-time interest charge of $11,680 in the year ended December 31, 2021. The Company recorded default interest of $43,419 and $12,708 during the years ended December 31, 2022 and 2021, respectively.

The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions with the note holder to convert the Note into the Company's common stock upon the Company's Reg A being declared effective.

$410,000 Note (previously $600,000)

On October 9 and October 16, 2020, the Company issued a convertible promissory note in the principal amount totaling $600,000. The convertible promissory note bears interest at 8% per annum and is due and payable in twenty-four (24) months. The holder of this note has the right, at the holder's option, upon the consummation of a sale of all or substantially all of the equity interest in the Company or private placement transaction of the Company's equity securities or securities convertible into equity securities, exclusive of the conversion of this note or any similar notes, to convert the principal amount of this note, in whole or in part, plus any interest which accrues hereon, into fully paid and nonassessable shares at a conversion price of $0.05 per share. The Note includes customary events of default, including, among other things, payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension of the Company's Common Stock from trading. If such an event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts due under the Note and accrual of interest as described above.

On December 6, 2021, the holder of the note converted $190,000 of the Note into 3,800,000 shares of the Company's common stock. The principal balance of $410,000 is due October 16, 2022 and is presented as a short term liability in the balance sheet.

As a result of the failure to timely file our Form 10-Q for the three-month period ended September 30, 2020, March 31, 2022 and 2021, June 30, 2022, and September 30, 2022, and the Form 10-K for the years ended December 31, 2021 and 2020, and the three-month periods ended March 31, 2022 and 2021, the Convertible Notes Payable were in default. On July 15, 2021, the Company entered into a Waiver Agreement (the "Agreement") waiving the default provisions listed in the Notes related to the Company's failure to timely file its Form 10-Q for the three-month period ended September 30, 2020, the Form 10-K for the year ended December 31, 2020, and the three-month period ended March 31, 2021. The Company recorded default interest of $79,767 and $23,321 during the years ended December 31, 2022 and 2021, respectively.

April 2022 Notes

$40,000,000 Convertible Note

On May 13, 2022, as amended, the Company issued a convertible promissory note to Turvata Holdings Limited in the principal amount totaling $40,000,000 in exchange for 50,000 RoRa Prime Coins ("Coins"), valued at $800 per Coin. The convertible promissory note bears no interest and is due and payable in twenty-four (24) months. The Holder of this Note has the right, at the holder's option, to convert the principal amount of this Note, in whole or in part, into fully paid and nonassessable shares at a conversion price of $2.00 per share. The Convertible Promissory Note shall not be enforceable until such time as the Holder's consideration, RoRa Prime Coin is " live" on a US exchange and available through a mutually agreed upon cryptocurrency wallet such as NyX, Exodus, Ledger, TREZOR Model T Wallet, ZenGo, or Atomic. The parties agree to establish a time is of the essence date of May 1,2023 for Holder to meet the " live" requirement. Should Holder not meet the " live" requirement by May 1, 2023, then Borrower shall return all RoRa Prime Coins and Holder shall release all claims on any shares or Convertible Promissory Note. Conversion rights shall not vest until such time as the holder's consideration, Coins, are live on a U.S. Exchange and available through a mutually agreed upon cryptocurrency wallet. The Coins are expected to go live in 2023. Subsequent to the Coins live date and before the holder coverts the Note, should the Company issue any dilutive security, the conversion price will be reduced to the price of the dilutive issuance. The Note includes customary events of default, including, among other things, payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension of the Company's Common Stock from trading. If such an event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts due under the Note as described above.

Investment in WC Mine Holdings

On November 1, 2022, the Company and Fourth & One mutually agreed to terminate the Agreement and the Company was released from any obligations.

On January 5, 2023, the Company entered into a Membership Interest Purchase Agreement ("Agreement") with Fourth & One, LLC ("Fourth & One") with respect to the sale and transfer of 51.5% of Fourth & One's interest in WC Mine Holdings, LLC ("WCMH") giving the Company a 30.9% ownership in WCMH for consideration totaling $5,450,000 for the Kinsley Mountain mineral, resources, and water rights. The preliminary appraisal of the property is estimated at approximately $33 million. In exchange, the Company issued Fourth & One a promissory note of $4,000,000 and 2,000 RoRa Prime digital coins ("Coins"), valued at $1,450,000. The promissory note provides for no interest and matured on March 31, 2023 ("Maturity Date"). In addition, the promissory note provides that the Company may convert all amounts at any time prior to the Maturity Date and after gaining approval by the Securities and Exchange Commission of the Company's REG A II $3 per share Offering and Fourth & One may convert all amounts into common stock prior to the Maturity Date at a conversion price of $2.00 per share. The Agreement also provides that should Fourth & One not be able to convert the Coins on or before June 1, 2023 at a conversion ratio of $800 per Coin, the Company will purchase all of the Coins for a total of $1,600,000 (2,000 Coins at $800 per Coin) on June 1, 2023. The Company is currently in discussions with Fourth & One to convert the promissory note into the Company's common stock.





Sponsorship Agreement

Financing Engagement Agreement

On August 25, 2022 the Company entered into a Legal Services Agreement with The George Law Group in connection with an issuance of multi-tranched securitization ("Financing") which shall utilize a pledge of the Company's stock and other properties currently owned or under the Company's control. The legal fee shall be one-half of one percent (0.5%) of the par amount of any Financing. The Company paid a retainer of $42,000 as of December 31, 2022 which will be applied to any fees incurred in the Financing.











  34






Employment Agreements

On March 1, 2022, as amended on October 1, 2022 and December 28, 2022, Mr. Ricardo Haynes, the Company's sole Director, Chief Executive Officer ("CEO") and Chairman of the Board, and the acting sole officer of the Company entered into an Employment Agreement with the Company. The Employment agreement terminates September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months' notice. In addition, Mr. Haynes is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation each year, provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option plan. Under this Employment agreement, the CEO will be entitled to the following:





    ·   $5,700 for services performed from March 1, 2022 - June 30, 2022.
    ·   Lump Sum payment of $21,299 for services from July 1, 2022 - December 31,
        2022.
    ·   Base salary of $11,000 per month paid on a bi-weekly basis starting
        January 2, 2023.
    ·   Bonus of $14,201 was paid in November and December 2022.
    ·   Automobile allowance of $1,500 per month starting January 2, 2023.
    ·   25,000,000 shares of TNRG common stock in the Company which vest
        immediately.
    ·   7,500,000 newly issued Preferred A shares of TNRG stock CUSIP (88604Y209)
        Cert No. 400002.
    ·   750 newly issued Preferred B shares of TNRG stock CUSIP (88604Y209), Cert.
        No. 500002.
    ·   1,500 newly issued Preferred C shares of TNRG stock CUSIP (8860Y209), Cert
        No. 600002.
    ·   $7,500 loan forgiveness cancelling debt used for the acquisition of shares
        in the Company.
    ·   1,500 RoRa Coins in possession of the Company.

On October 1, 2022, the Company entered into Employment Agreements with individuals for positions in the Company. Each of the Employment agreements shall begin October 1, 2022 and terminate September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months' notice. In addition, each employee is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation each year, provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option plan. Under these Employment agreements, each employee will be entitled to the following:





  · Ms. Tori White, Director Real Estate Development.


          ?   $24,000 loan forgiveness cancelling debt used for the acquisition of
              shares in the Company.
          ?   4,800 RoRa Coins in possession of the Company.




  · Mr. Eric Collins, Chairman and Chief Operations Officer.


          ?   $12,500 loan forgiveness cancelling debt used for the acquisition of
              shares in the Company.
          ?   2,500 RoRa Coins in possession of the Company.




  · Mr. Donald Keer, Corporate Counsel


          ?   $3,500 loan forgiveness cancelling debt used for the acquisition of
              shares in the Company.
          ?   700 RoRa Coins in possession of the Company.








  35






  · Mr. Lance Lehr, Chief Operating Officer


          ?   $2,500 loan forgiveness cancelling debt used for the acquisition of
              shares in the Company.
          ?   500 RoRa Coins in possession of the Company.





Consulting Agreements





    1.  Up to 50,000,000 common shares and $6,000,000 as bonuses based on the goals
        outlined in the agreement as follows:

        ·   a total of 5,000,000 common shares issued on December 15, 2022, valued
            at $1,000 (based on the Company's stock price on the date of issuance),
            vesting immediately, and a bonus of $400,000 resulting from the
            Company's execution of the Joint Marketing and Advertising Agreement
            with the Las Vegas Aces professional Women's basketball team.

        ·   a total of 12,000,000 common shares issued on January 5, 2023, valued
            at $1,140,000 (based on the Company's stock price on the date of
            issuance), vesting immediately, and a bonus based of $1,200,000
            resulting from the Company's investment in Kinsley Mountain mineral,
            resources, and water rights.

        ·   a total of 28,000,000 common shares, vesting immediately, and a bonus
            of $2,800,000 resulting from the activation of the $40,000,000 RoRa
            coins on a recognized exchange.

        ·   a total of 5,000,000 common shares, vesting immediately, and a bonus of
            $1,600,000 resulting from the Company's investment and promotion of
            Bear Village Resort's facilities in Tennessee and Georgia.

    2.  Shall be paid $21,000 per month beginning May 2022 increasing to $25,000
        per month beginning January 2023.

    3.  Additional awards may be made at the Company's discretion based on other
        strategic goals. There were no additional awards granted for the year ended
        December 31, 2022.

During the years ended December 31, 2022 and 2021, the Company paid Top Flight $320,600 and $0, respectively, with a balance due of $247,000 as of December 31, 2022.

On April 6, 2022, the Company entered into a Consulting Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement, the third party will be entitled to a total of 2,000,000 common shares, valued at $60,000 (based on the Company's stock price on the date of issuance) and vesting immediately.

Off-Balance Sheet Arrangements

We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.





Inflation

We do not believe that inflation has had a material effect on our results of operations.

Delayed OTC Markets Other stock markets 10:17:42 26/06/2024 pm IST			5-day change	1st Jan Change
0.15 ^USD	+200.00%		+76.47%	+472.52%

14/05	Thunder Energies Corporation Reports Earnings Results for the First Quarter Ended March 31, 2024	CI
15/04	Thunder Energies Corporation Reports Earnings Results for the Full Year Ended December 31, 2023	CI

Thunder Energies Corporation Reports Earnings Results for the First Quarter Ended March 31, 2024	14/05	CI
Thunder Energies Corporation Reports Earnings Results for the Full Year Ended December 31, 2023	16/04	CI
Thunder Energies Corporation Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2023	15/11	CI
Thunder Energies Corporation Enters into a Land Purchase and Sale Agreement to Acquire 65.9 Acres of Land for Development in Commerce, Georgia	27/23/27	CI
Thunder Energies Corporation Reports Earnings Results for the Second Quarter and Six Months Ended June 30, 2023	21/23/21	CI
Thunder Energies Corporation Reports Earnings Results for the First Quarter Ended March 31, 2023	16/23/16	CI
Thunder Energies Corporation Reports Earnings Results for the Full Year Ended December 31, 2022	01/23/01	CI
Thunder Energies Corporation Auditor Raises 'Going Concern' Doubt	31/23/31	CI
Thunder Energies Partners With Las Vegas Aces of WNBA	21/22/21	CI
Thunder Energies Corporation Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2022	14/22/14	CI
Thunder Energies Corporation Reports Earnings Results for the Second Quarter and Six Months Ended June 30, 2022	09/22/09	CI
Thunder Energies Corporation Reports Earnings Results for the First Quarter Ended March 31, 2022	30/22/30	CI
Thunder Energies Corporation Reports Earnings Results for the Full Year Ended December 31, 2021	18/22/18	CI
Thunder Energies Corporation Auditor Raises 'Going Concern' Doubt	18/22/18	CI
Thunder Energies Corporation Announces Executive Changes	19/22/19	CI
Thunder Energies Corporation Announces Executive Changes	19/22/19	CI
Thunder Energies Corporation Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2021	23/21/23	CI
Thunder Energies Corporation Reports Earnings Results for the Full Year Ended December 31, 2020	02/21/02	CI
Thunder Energies Corporation Announces Sales Results for the Third Quarter and Year to Date Ending September 30, 2020	28/20/28	CI
Thunder Energies Corporation Announces Earnings Results for the Eight Month Period Ending August 31, 2020	10/20/10	CI
Nature Consulting, LLC acquired Thunder Energies Corporation in a reverse merger transaction for $14.7 million.	14/20/14	CI

	1st Jan change	Capi.
THUNDER ENERGIES CORPORATION	+472.52%	62.29L
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THE CARLYLE GROUP INC.	-2.38%	1.43TCr
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FRANKLIN RESOURCES, INC.	-23.77%	1.2TCr
HDFC ASSET MANAGEMENT COMPANY LIMITED	+26.19%	1.05TCr
BLUE OWL CAPITAL INC.	+19.77%	919.28Cr

Thunder Energies Corporation

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TNRG

US88604Y2090

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THUNDER ENERGIES CORP Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-K)

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