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

December 08, 2022 at 03:54 pm EST

Explanatory Note

On October 14, 2021 Nature Consulting, LLC, a wholly owned subsidiary, filed a complaint in the United States District Court of the Southern District of Florida against Or-El Ben Simon, individually, Adam Levy (previously the Chief Executive Officer of the Company), individually, Solange Baruk (previously a bookkeeper of the Company), individually, DVP Distro, LLC, a Florida limited liability company, Custom Graphics 2011, Inc. a Florida corporation, Beso Group, LLC, a Florida limited liability company, and Tops Consulting, LLC a Florida limited liability company (collectively, the "Defendants"). The complaint alleges that the Defendants assumed control of Nature Consulting, LLC and in doing so:





  (a) Violated the Electronic Communications Privacy Act, 18 U.S.C. ss2511




  (b) Violated the Stored Communications Act, 18 U.S.C. ss2701




       (c) Violated the Computer Fraud and Abuse Act, 18 U.S.C. ss1030

       (d) Committed Conversion in the taking control of Nature Consulting, LLC's
           premises (Ben Simon, DVP, Custom, Beso and Tops)




  (e) Committed Tortious Interference with Prospective Economic Opportunities




  (f) Committed Breach of Fiduciary Duty of Loyalty (Baruk)




  (g) Committed Civil Conspiracy (Ben Simon, Levy and Baruk)




       (h) Violated the Defend Trade Secrets Act Theft of Trade Secrets, 18 U.S.C.
           ss1832

Ben Simon and those in active consort with him have effectively hijacked Nature's assets under the threat of force and physical violence. Moreover, they have systematically divested Nature of its assets, moved into its physical location without reason, and have otherwise converted its assets.

During this time, Defendants also assumed control of all computers belonging to Nature - including its Office365 access and database registered to Nature and using the domains of "@thpcbd.com," "@thehemplug.com," and "@natureconsulting.com."

Additionally, Defendants looted and destroyed the premises leased by Nature, as follows:





    a.  Defendants commandeered all inventory belonging to Nature and refused to
        distribute to clients;




  b. Defendants commandeered a forklift belonging to Nature;




    c.  Defendants have taken possession of all of Nature's furniture, computers,
        printers, packaging, machineries, office supplies, phone systems,
        televisions, security cameras and other electronics;




    d.  Defendants have discarded in a large trash container Nature's merchandise,
        customer labels, catalogues, business cards, desks, office decorations and
        other inventory;




    e.  Defendants destroyed Nature's property by stripping its headquarters of
        all aesthetic enhancements and signage;




    f.  Defendants assumed control of all e-mail accounts belonging to Nature and
        have intercepted Nature's communications sent to the domain "@thpcbd.com,"
        "@thehemplug.com," and "@natureconsulting.com"; and,




    g.  Defendants have terminated Nature's contracts with other vendors - to do
        this, they have used the commandeered "@thpcbd.com," "@thehemplug.com,"
        and "@natureconsulting.com" email addresses.






  32

Furthermore, Defendants' conduct have impeded the fulfillment of orders already paid for by Nature's clients. This has caused Nature's clients to threaten Nature with suit and to otherwise end their business relationships with Nature due to Nature's failure to satisfy orders. Even if Nature wanted to operate, due to the unlawful interception of its communications with clients and vendors, it would be impossible.

Nature Consulting, LLC has demanded a jury trial to adjudicate this complaint.

On February 28,2022, as part of acquisition of TNRG Preferred Stock with Bear Village, other than liabilities specifically identified in the acquisition, no debt or liability is assumed by the Purchaser.





As a result of the actions of the Defendants, the Company recorded an impairment
charge of $195,347 during the year ended December 31, 2021 comprised of the
following:



                                                             December 31,
Impairment charges:                                              2021
Prepaids                                                    $      (12,500 )
Inventories                                                       (136,309 )
)Net office equipment                                              (18,586 )
Net computer equipment                                             (15,283 )
Net machinery and equipment                                        (21,782 )
Net leasehold improvements                                         (79,665 )
Net website                                                        (64,100 )
Net operating lease right-of-use assets                           (306,902 )
Deposits(2)                                                        (24,799 )
Due to related party(1)                                            169,744
Current portion of operating lease liabilities(2) (3)              187,754

Operating lease liabilities net of current portion(2) (3) 127,081 Total impairment charges

$     (195,347 )

(1) The Company has included due to related party of $169,744 within the impairment charge above as these amounts have been used to settle for the assets, as impaired, which have been commandeered, discarded, destroyed and taken possession of by the defendant. This amount related to working capital loan taken from the defendants.

Special Note Regarding Forward Looking Statements.

This quarterly report on Form 10-Q of Thunder Energies Corporation for the period ended June 30, 2022 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward looking statements. Where in any forward-looking statements, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

The following are factors that could cause actual results or events to differ materially from those anticipated and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the cost and effects of legal proceedings.

You should not rely on forward looking statements in this quarterly report. This quarterly report contains forward looking statements that involve risks and uncertainties. We use words such as "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report. Our actual results could differ materially from those anticipated in these forward-looking statements.







  33






Our Business Overview.

Thunder Energies Corporation ("we", "us", "our", "TEC" 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 March 31, 2022 and December 31, 2021.

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 shareholder ("Shareholder") of Bear Village, Inc., a Wyoming corporation, (the "Purchaser") collectively 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 Seller by the Purchaser on behalf of the Shareholders and was recorded as compensation expense.

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, 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 recorded in accounts payable as of June 30, 2022 and paid in August and September 2022. The consideration for the purchase was provided to the Seller by the Purchaser on behalf of the Shareholders. The Company had been in discussions with the Shareholders 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 accepts 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

2) The transfer to Seller of all of TNRG's security ownership interest in each of


    Nature and HP 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.





Recent Developments

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.





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








  36






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.

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






  37

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.





Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Condensed Consolidated Statements of Operations for three months ended March 31, 2021, to reclass $93,266 of costs to research and development previously classified in general and administrative.





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 Three Months Ended June 30, 2022 and 2021

The following discussion represents a comparison of our results of operations for the three months ended June 30, 2022 and 2021. The results of operations for the periods shown in our audited condensed consolidated financial statements are not necessarily indicative of operating results for the entire period. In the opinion of management, the audited condensed consolidated financial statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our financial position, results of operations and cash flows for the periods presented.

Thunder Energies - Continuing Operations





                                Three Months Ended      Three Months Ended
                                  June 30, 2022            June 30, 2021

Net revenues                   $                  -     $                 -
Cost of sales                                     -                       -
Gross Profit                                      -                       -
Operating expenses                          758,325                  14,675
Other (income) expense                     (786,888 )               372,396

Net loss before income taxes $ (1,545,113 ) $ (387,071 )






Net Revenues

For the three months ended June 30, 2022 and 2021, we had no revenues.





Cost of Sales

For the three months ended June 30, 2022 and 2021, we had no cost of sales as we had no revenues.







  38






Operating Expenses

For the three months ended June 30, 2022 and 2021, we had operating expenses of $758,325 and $14,675, respectively. For the three months ended June 30, 2022, we had stock based compensation of $660,000 and general and administrative expenses of $98,325 primarily due to consulting costs of $51,000, professional fees of $40,900, and general and administration costs of $6,425, as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth. For the three months ended June 30, 2021, we had professional fees of $14,675.





Other (Income) Expense

Other income for the three months ended June 30, 2022 totaled $786,888 primarily due to interest expense in conjunction with debt discount of $78,535, the change in derivative liability of $12,872, interest expense on notes payable of $695,381. Other expense for the three months ended June 30, 2021 totaled $372,396 primarily due to interest expense in conjunction with debt discount of $109,566, the change in derivative liability of $600, and interest expense on notes payable of $262,230.

Net loss before income taxes and discontinued operations

Net loss before income taxes and discontinued operations for the three months ended June 30, 2022 and 2021 totaled $1,545,113 and $387,071 primarily due to other expenses as described above.





Financial Condition.



Total Assets.

Assets were cash of $3,975 and Notes receivable - related party of $33,200 (due from Bear Village) as of June 30, 2022.





Total Liabilities.

Liabilities were $3,203,483 as of June 30, 2022. Liabilities consisted primarily of accounts payable of $131,419, derivative liability of $92,937, accrued interest of $2,184,531, and convertible notes payable of $794,596, net of unamortized debt discount of $85,670.

Nature - Discontinued Operations





                                 Three Months Ended       Three Months Ended
                                    June 30, 2022           June 30, 2021

Net revenues                     $                 -     $          1,852,431
Cost of sales                                      -                  628,694
Gross Profit                                       -                1,223,737
Operating expenses                                 -                  935,176
Other expense                                      -                   10,567
Net profit before income taxes   $                 -     $            277,993




Net Revenues

Net revenues of $1,852,431 in customer purchases of our other products in the three months ended June 30, 2021.







  39






Cost of Sales

Cost of sales of $628,694 in customer purchases of our other products in the three months ended June 30, 2021.





Operating Expenses

For the three months ended June 30, 2021, we had marketing expenses of $201,382 and general and administrative expenses of $733,795 primarily due to compensation costs of $341,342, consulting costs of $9,556, travel expenses of $8,334, operating lease costs of $34,441, professional fees of $20,000, depreciation and amortization costs of $26,679, shipping charges of $123,934, bad debt expense of $79,681, and general and administration costs of $89,828, as a result of discontinuing our Nature business.





Other Expense

Other expense for the three months ended June 30, 2021 totaled $10,567 primarily due to interest expense on notes payable.

Net profit before income taxes and discontinued operations

Net profit before income taxes and discontinued operations for the three months ended June 30, 2021 totaled $277,993 primarily due to revenue of $1,852,431 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 - discontinued operations.





Total Assets.

Assets were $0 as of June 30, 2022.





Total Liabilities.

Liabilities were $0 as of June 30, 2022.

Results of Operations for the Six Months Ended June 30, 2022 and 2021

Thunder Energies - Continuing Operations





                                Six Months Ended       Six Months Ended
                                 June 30, 2022          June 30, 2021

Net revenues                   $                -     $                -
Cost of sales                                   -                      -
Gross Profit                                    -                      -
Operating expenses                      1,562,775                 81,475
Other expense                             430,112                658,510

Net loss before income taxes $ (1,992,887 ) $ (739,985 )








  40






Net Revenues

For the six months ended June 30, 2022 and 2021, we had no revenues.





Cost of Sales

For the six months ended June 30, 2022 and 2021, we had no cost of sales as we had no revenues.





Operating Expenses

For the six months ended June 30, 2022 and 2021, we had operating expenses of $1,562,775 and $81,475, respectively. For the six months ended June 30, 2022, we had stock based compensation of $1,410,000 and general and administrative expenses of $152,775 primarily due to consulting costs of $51,000, payroll costs of $50,000, professional fees of $45,550, and general and administration costs of $6,225, as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth. For the six months ended June 30, 2021, we had professional fees of $81,475.





Other Expense

Other expense for the six months ended June 30, 2022 totaled $430,112 primarily due to interest expense in conjunction with debt discount of $156,206, the change in derivative liability of $9,533, interest expense on notes payable of $1,165,373, offset primarily by gain on extinguishment of debt in conjunction with change of control of $901,000. Other expense for the three months ended June 30, 2021 totaled $658,510 primarily due to interest expense in conjunction with debt discount of $228,046, the change in derivative liability of $3,250, and interest expense on notes payable of $443,714.

Net loss before income taxes and discontinued operations

Net loss before income taxes and discontinued operations for the six months ended June 30, 2022 and 2021 totaled $1,992,887 and $739,985 primarily due other expense as described above.

Nature - Discontinued Operations





                                 Six Months Ended       Six Months Ended
                                   June 30, 2022         June 30, 2021

Net revenues                     $               -     $        3,443,682
Cost of sales                                    -              1,375,880
Gross Profit                                     -              2,067,802
Operating expenses                               -              1,630,894
Other expense                                    -                 20,532
Net profit before income taxes   $               -     $          416,376




Net Revenues

Net revenues of $3,443,682 in customer purchases of our other products in the six months ended June 30, 2021.





Cost of Sales

Cost of sales of $1,375,880 in customer purchases of our other products in the six months ended June 30, 2021.







  41






Operating Expenses

For the six months ended June 30, 2021, we had marketing expenses of $351,967 and general and administrative expenses of $1,278,927 primarily due to compensation costs of $598,477, consulting costs of $42,556, travel expenses of $13,137, operating lease costs of $68,882, professional fees of $49,252, depreciation and amortization costs of $52,714, investor relations costs of $1,200, shipping charges of $182,322, bad debt expense of $85,650, and general and administration costs of $184,737, as a result of discontinuing our Nature business.





Other Expense

Other expense for the six months ended June 30, 2021 totaled $20,532 primarily due to interest expense on notes payable.

Net profit before income taxes and discontinued operations

Net profit before income taxes and discontinued operations for the six months ended June 30, 2021 totaled $416,376 primarily due to revenue of $3,443,682 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.

Liquidity and Capital Resources.

General - Overall, we had an increase in cash flows of $3,975 in the six months ended June 30, 2022 resulting from cash provided by financing activities of $128,000 offset primarily by cash used in operating activities of $124,025.

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





                                   Six Months Ended       Six Months Ended
                                    June 30, 2022            June, 2021

Net cash provided by (used in):
Operating activities              $         (124,025 )   $           84,712
Investing activities                               -                (15,337 )
Financing activities                         128,000               (160,635 )
Net increase (decrease) in cash   $            3,975     $          (91,260 )

Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

Cash Flows from Operating Activities- For the six months ended June 30, 2022, net cash used in operating activities was $124,025. Net cash used in operations was primarily due to a net loss of $1,992,887, and the changes in operating assets and liabilities of $1,192,623, primarily due to accounts payable of $60,448, accrued interest of $1,165,375, offset primarily by the change in notes receivable - related party of $33,200. In addition, net cash provided by operating activities was offset primarily by adjustments to reconcile net loss from the accretion of the debt discount of $156,206, change in derivative liability of $9,533, the gain on disposal of discontinued operations of $901,000, stock based compensation of $1,410,000, and convertible note payable issued for services of $1,500.

For the six months ended June 30, 2021, net cash provided by operating activities was $84,712. Net cash provided by operations was primarily due to net cash provided by continuing operating activities of $377,376 offset primarily by net cash used in operating activities - discontinued activities of $292,664. Net cash provided by continuing operating activities was primarily due to a net loss of $323,609, and the changes in operating assets and liabilities of $476,189, primarily due to accounts payable of $42,475 and accrued interest of $433,714. 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 $228,046 and the change in derivative liability of $3,250. Net cash used in operating activities - discontinued activities was primarily due to the changes in operating assets and liabilities of $345,378, primarily due to accounts receivable of $67,104, accounts payable of $51,727, the net changes in customer advance payments of $455,160, and other current liabilities of $11,639, offset primarily by the change in inventories of $67,670, prepaid expenses of $152,050, and accrued interest of $20,532. In addition, net cash used in operating activities - discontinued activities was offset primarily by adjustments to reconcile net profit from depreciation expense of $44,959 and amortization expense of $7,755.

Cash Flows from Investing Activities- For the six months ended June 30, 2022, net cash used in investing activities was $0. For the six months ended June 30, 2021, net cash used in investing activities was $15,337 due to purchases of equipment.

Cash Flows from Financing Activities- For the six months ended June 30, 2022, net cash used in financing activities was $128,000 due to proceeds from short-term convertible notes payable. For the six months ended June 30, 2021, net cash used in financing activities was $360,635 due to repayments of notes, offset partially by proceeds from long term convertible notes of $200,000.

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.





Common Stock

As part of the Purchase, 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, 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).

On April 6, 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 $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement, Top Flight will be entitled to a total of 15,000,000 common shares, valued at $450,000 (based on the Company's stock price on the date of issuance) and vesting immediately and shall be paid $21,000 per month beginning on the first day of the month following the execution of the agreement. The Company paid Top Flight $37,600 during the three months ended June 30, 2022 with a balance due of $4,400 as of June 30, 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.







  43






Convertible Note Payable



Short Term



April 2022 Notes

In April 2022, the Company authorized convertible promissory notes ("April 2022 Notes") paying interest of 10% per annum and are due and payable on December 31, 2022 for aggregate gross proceeds of $129,500 (including $1,500 against which services were received) during the three and six months ended June 30, 2022. Subsequent to June 30, 2022, the Company offered and sold an additional $366,100 of the April 2022 Notes paying interest that varies from 0% to 10% per annum and are due and payable on various dates from December 31, 2022 through October 31, 2024. 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 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. 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.

As a result of the failure to timely file our Form 10-K for the year ended December 31, 2021, and the Form 10-Q for the three-month periods ended March 31, 2022, 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.

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.





Investment in Fourth &One

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. 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 & 1 mutually agreed to terminate the Agreement and the Company was released from any obligations.







  44






Employment Agreements

On March 1, 2022, as amended on October 1, 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

· 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.

· 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.

The Company had been in discussions with the Shareholders for repayment 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 as compensation on March 1, 2022.





Consulting Agreements

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.





Capital Resources.

We had no material commitments for capital expenditures as of June 30, 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 $4,013,351 and $2,020,464 at June 30, 2022 and December 31, 2021, respectively, had a working capital deficit of $3,166,308 and $2,583,421 at June 30, 2022 and December 31, 2021, respectively, had net losses of $1,545,113 and $1,992,887, and $109,078 and $323,609 for the three and six months ended June 30, 2022 and 2021, respectively, and net cash used in operating activities of $124,025 and net cash provided by operating activities of $84,712 for the six months ended June 30, 2022 and 2021, respectively, with limited revenue earned since inception, 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 unaudited condensed consolidated financial statements for critical accounting policies.

Recent Accounting Pronouncements

Refer to Note 3 in the accompanying notes to the condensed 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 $92,937 as of June 30, 2022, and recorded a change in derivative liability of $12,872 and $9,533, and $600 and $3,250 during the three and six months ended June 30, 2022 and 2021, respectively.







  47






$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 June 30, 2022 is $220,000 and is presented as a short-term liability in the balance sheet. The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions to restructure the terms of the note.

As a result of the failure to timely file our Form 10-Q for the three-month period ended September 30, 2020, 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 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 is currently in discussions to restructure the terms of the note and recorded default interest of $14,457 and $28,017 during the three and six months ended June 30, 2022 and 2021, respectively.

$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. The Company has not repaid this convertible note and the convertible note is now in default. The Company is currently in discussions to restructure the terms of the note.

As a result of the failure to timely file our Form 10-Q for the three-month period ended September 30, 2020, 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 is currently in discussions to restructure the terms of the note and recorded default interest of $26,544 and $51,435 during the three and six months ended June 30, 2022 and 2021, respectively.







  48






April 2022 Notes

$40,000,000 Convertible Note





Investment in Fourth &One

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

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 $25,000 at the signing of the Legal Services Agreement which will be applied to any fees incurred in the Financing.







  49






Employment Agreements

· $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

· 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.

· 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.

· 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, 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.

Market Closed - OTC Markets Other stock markets 12:01:35 2024-05-16 pm EDT			5-day change	1st Jan Change
0.05 ^USD	+61.29%		0.00%	+90.84%

May. 14	Thunder Energies Corporation Reports Earnings Results for the First Quarter Ended March 31, 2024	CI
Apr. 15	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	May. 14	CI
Thunder Energies Corporation Reports Earnings Results for the Full Year Ended December 31, 2023	Apr. 15	CI
Thunder Energies Corporation Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2023	Nov. 14	CI
Thunder Energies Corporation Enters into a Land Purchase and Sale Agreement to Acquire 65.9 Acres of Land for Development in Commerce, Georgia	23-10-26	CI
Thunder Energies Corporation Reports Earnings Results for the Second Quarter and Six Months Ended June 30, 2023	23-08-21	CI
Thunder Energies Corporation Reports Earnings Results for the First Quarter Ended March 31, 2023	23-05-15	CI
Thunder Energies Corporation Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-31	CI
Thunder Energies Corporation Auditor Raises 'Going Concern' Doubt	23-03-30	CI
Thunder Energies Partners With Las Vegas Aces of WNBA	22-12-20	CI
Thunder Energies Corporation Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2022	22-12-14	CI
Thunder Energies Corporation Reports Earnings Results for the Second Quarter and Six Months Ended June 30, 2022	22-12-08	CI
Thunder Energies Corporation Reports Earnings Results for the First Quarter Ended March 31, 2022	22-11-29	CI
Thunder Energies Corporation Reports Earnings Results for the Full Year Ended December 31, 2021	22-10-18	CI
Thunder Energies Corporation Auditor Raises 'Going Concern' Doubt	22-10-17	CI
Thunder Energies Corporation Announces Executive Changes	22-04-19	CI
Thunder Energies Corporation Announces Executive Changes	22-04-19	CI
Thunder Energies Corporation Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2021	21-11-22	CI
Thunder Energies Corporation Reports Earnings Results for the Full Year Ended December 31, 2020	21-08-02	CI
Thunder Energies Corporation Announces Sales Results for the Third Quarter and Year to Date Ending September 30, 2020	20-10-28	CI
Thunder Energies Corporation Announces Earnings Results for the Eight Month Period Ending August 31, 2020	20-09-10	CI
Nature Consulting, LLC acquired Thunder Energies Corporation in a reverse merger transaction for $14.7 million.	20-08-13	CI

	1st Jan change	Capi.
THUNDER ENERGIES CORPORATION	+90.84%	5.98M
BLACKSTONE INC.	-4.01%	95.41B
KKR & CO. INC.	+26.30%	92.86B
LEGAL & GENERAL PLC	+0.68%	19.01B
AMUNDI	+15.99%	15.8B
THE CARLYLE GROUP INC.	+5.80%	15.49B
FRANKLIN RESOURCES, INC.	-18.50%	12.77B
HDFC ASSET MANAGEMENT COMPANY LIMITED	+18.15%	9.7B
BLUE OWL CAPITAL INC.	+27.52%	9.52B
LUMINE GROUP INC.	+28.76%	7.26B

Thunder Energies Corporation

Equities

TNRG

US88604Y2090

Investment Management & Fund Operators

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

Latest news about Thunder Energies Corporation

Chart Thunder Energies Corporation

Company Profile

Income Statement Evolution

Sector Investment Management