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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2022~~2023

¨ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________to _____________

Commission file number 000-54464

THUNDER ENERGIES CORPORATION

(Exact Name of Registrant as specified in its charter)

Florida

45-1967797

(State or jurisdiction of

Incorporation or organization

(I.R.S Employer

Identification No.)

PMB 388, 8570 Stirling Rd., Suite 102, Hollywood, FL		33024
1100 Peachtree Street NE, Suite 200, Atlanta, Georgia		30309
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 786-855-6190

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None				N/A

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act. ¨ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, emerging growth company or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x Emerging growth company x¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes x No

As of June 30, ~~2022~~2023 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant was $16,~~603~~517,~~823~~286. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

The number of shares outstanding of the issuer’s Common Stock, $0.001 par value, as of ~~March~~April 3115, ~~2023~~2024 was 89119,~~140~~590,~~735~~516 shares.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “seeks,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Such statements may include, but are not limited to, information related to: anticipated operating results; licensing arrangements; relationships with our customers; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in accounting treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to secure materials and subcontractors; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue our operations and take advantage of opportunities; legal proceedings and claims.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the documents is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

NONE

EXPLANATORY NOTE

On October 14, 2021 Nature Consulting, LLC (“Nature”), 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.

Furthermore, Defendants’ conduct has 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.

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 the assets, as impaired, which have been commandeered, discarded, destroyed and taken possession of by the defendant. This amount related to the working capital loan taken from the defendants.

(2) On October 22, 2021 the Company entered into a lease termination agreement (“Termination Agreement”) with Canal Park Office to terminate the Company’s North Miami Beach, Florida office space. The Termination Agreement allows Canal Park Office to retain the security deposit of $24,799 and to be paid $21,000. The Company was released from any other obligations.

(3) In December 2021, the Company confirmed with the landlord that as of that time and on a going forward basis, the Company has no rental obligation, or past due rental obligation or any other related liability on its office/ warehouse space located at 3017 Greene Street, Hollywood, Florida.

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 (see Note 1 to the audited consolidated financial statements).

iii

THUNDER ENERGIES CORPORATION

ANNUAL REPORT ON FORM 10-K

Fiscal Year Ended December 31, ~~2022~~2023

TABLE OF CONTENTS

		Page
Disclosure Regarding Forward Looking Statements		i
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	712
Item 1B.	Unresolved Staff Comments	712
Item 2.	Properties	7
Item 1C.	Cybersecurity	12
Item 3.	Legal Proceedings	7
Item 2.	Properties	12
Item 4.	Mine Safety Disclosures	10
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosures	13
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1114
Item 6.	Selected Financial Data	1215
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1215
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3750
Item 8.	Financial Statements and Supplementary Data	3750
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3750
Item 9A.	Controls and Procedures	3750
Item 9B.	Other Information	3952
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	52
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4053
Item 11.	Executive Compensation	4656
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4758
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4959
Item 14.	Principal Accounting Fees and Services	5163
PART IV
Item 15.	Exhibits, Financial Statement Schedules	5264
Signatures		5365

ivii

PART I

Item 1. Business.

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~~ Company held a meeting and voted to create two separate classes of preferred shares., Class “B” preferred shares and class “C’ ~~preferred~~ preferred shares. ~~One~~Class ~~class~~B ofpreferred 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 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.

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.

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.

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

	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

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

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.

Recent Developments

~~During~~In ~~February~~April ~~and March~~ 2023, ~~holders~~the ofCompany ~~64,000,000 shares~~advanced ~~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~~officer $3,000 ~~shares~~with ofno ~~Series~~amounts ~~B Convertible Preferred Stock~~repaid. ~~Each~~The ~~Series~~Company ~~B Convertible Preferred Share~~ is ~~entitled~~in process to ~~one~~have ~~thousand (1,000)~~this ~~votes~~amount ~~and converts into one thousand (1,000) shares of the Company’s common stock~~repaid.

Common Stock

On January 23, 2024, a previous noteholder requested the return of his investment capital of $1,000 in exchange for the return of 14,286 shares of the Company’s common stock that the shareholder received through the conversion of his convertible note. The Company paid the $1,000 on February 5, 2024.

On January 9, 2024, the Company issued 1,000,000 restricted common shares to a third party, valued at $26,300 (based on the estimated fair value of the stock on the date of grant) to provide consulting services to the Company.

In October 2023, the Company issued a total of 14,000,000 restricted common shares to three third parties, valued at $951,500 (based on the estimated fair value of the stock on the date of grant) to provide consulting services to the Company.

On October 9, 2023, Mr. Haynes gifted 140,000 common shares to a convertible noteholder of the Company.

During fiscal 2023, holders of 97,100,000 shares of common stock (90,000,000 shares from related parties and 7,100,000 shares from third parties) elected to exchange these shares for an aggregate of 97,100 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.

During fiscal 2023, holders of 54,000 shares of Series B Convertible Preferred Stock (46,900 shares from related parties, including 15,400 shares from Top Flight, and 7,100 shares from third parties) elected to exchange these shares for an aggregate of 54,000,000 shares of common stock. Each Series B Convertible Preferred Share converts into one thousand (1,000) shares of the Company’s common stock.

On January 19, 2023, the Company initiated a Reg A Tier II offering of up to 75,000,000 of the Company’s common stock at $5.00 per share. The Company expects that, not including state filing fees, the amount of expenses of the offering that it will pay will be approximately $3,700,000 based on the maximum number of shares sold in this offering.

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. 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. The Kinsley project is located in the Kinsley Mountains in Elko and White Pine counties, northeastern Nevada, approximately 150 kilometers northeast of Ely, Nevada, and 83 kilometers southwest of West Wendover, Nevada. Access is via paved U.S. Highway Alternate 93 to approximately 65 kilometers southwest of the town of West Wendover, Nevada, and then south for 18 kilometers on an improved gravel road, known as the Kinsley Mountain mine road, to the project site. The approximate geographic center of the Kinsley project is 40° 09′ N latitude and 114° 20′ W longitude. On December 31, 2023, the Agreement was mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth & One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the Company’s investment in Fourth & One of $5,450,000.

Common Stock To Be Issued

As of December 31, 2023, the Company has converted 2022 April Convertible Notes worth of $87,000 into 881,433 common shares to be issued.

Preferred Stock

Convertible Note Payable

Short Term

2024 Note

In January 2024, the Company issued a convertible promissory note (“2024 Note”) in the principal amount of $1,000,000. The 2024 Note bears no interest and is due and payable on July 31, 2024. The holder of the 2024 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 $0.30 per share, or 3,333,333 shares. The 2024 Note allows for the repurchase of up to a total of 3,333,333 converted common shares at $2.75 per share should the Company fail to meet the Regulation A Tier II offering of $5.00 per share. The 2024 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 holder of the Note may be entitled to take various actions, which may include the acceleration of amounts due under the Note. Should the Company be insolvent, the holder has the right to be made whole of their investment plus 20%. In addition, the Company executed a Technology Services Agreement with the noteholder giving the noteholder a preference/option for all technology service projects of the Company in real estate development.

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 December 1, 2024 for aggregate gross proceeds of $1,776,275 (including $1,500 against which services were received) through December 31, 2023. Notes totaling $325,000 issued in fiscal 2023 and December 2022 allows for the repurchase of up to a total of 421,428 converted common shares at $2.50 per share and notes totaling $300,000 issued in fiscal year 2023 allows for the repurchase of up to a total of 300,000 converted common shares at $2.75 per share should the Company fail to meet the Regulation 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 $0.05 per share for notes amounting to $102,000, $0.07 per share for notes amounting to $905,575, $0.70 per share for notes amounting to $309,200, and $1.00 per share for notes amounting to $462,500 into the Company’s common stock if before any public offering. The April 2022 Notes include 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 has a BCF. A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional paid in capital and as a debt discount in the Balance Sheet. The debt discount is accreted over the term of the convertible notes to interest expense in the accompanying consolidated Statements of Operations.

During the fiscal year 2023, noteholders elected to convert the aggregate principal amount of the Notes totaling $1,776,275, into 15,838,150 common shares ($1,689,275 has been converted into 14,956,717 common shares and $87,000 has been converted into 881,433 common shares to be issued). As of December 31, 2023, there is no amount outstanding under the April 2022 convertible notes.

$4,000,000 Promissory Note

On January 5, 2023, the Company reentered into a Membership Interest Purchase Agreement (“Agreement”) with Fourth & One with respect to the sale and transfer of 51.5% of Fourth & One’s interest in 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 Coins (“Coins”), valued at $1,450,000 (combined “Related Liabilities”). On May 30, 2023, the Fourth & One agreement contingencies were removed and the Company recorded an investment and Related Liabilities totaling $5,450,000 ($4,000,000 as a convertible promissory note and $1,450,000 presented as other current liabilities in the balance sheet). Fourth & One converted the promissory note of $4,000,000 into 2,000,000 shares of the Company’s common stock. Should the Coins not go “live” by August 30, 2023, the Company will exchange the Coins requirement with 725,000 shares of the Company’s common stock, valued at $1,450,000 (“Exchange”), but Fourth & One must first exercise their right to return the Coins to the Company. On November 17, 2023, Fourth & One exercised their right and returned the 2,000 Coins to finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000 common shares. In addition, the Amendment allows for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share should the Company fail to meet the Regulation A Tier II offering of $3.00 per share by December 31, 2023. As of the date of this filing, the Securities and Exchange Commission (“SEC”) has not authorized the Company’s Regulation A Tier II offering and therefore, the Amendment for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share remains a contingency. On December 31, 2023, the Agreement was mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth & One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the Company’s investment in Fourth & One of $5,450,000.

$40,000,000 Convertible Note

On May 13, 2022, the Company issued a convertible promissory note 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. As amended effective May 7, 2023, the Convertible Promissory Note shall not be enforceable until such time as the Holder’s consideration, RoRa Coin is “live” on an exchange, or swap engine, and available through a mutually agreed upon cryptocurrency wallet such as NyX, MetaMask, Exodus, Ledger, or similar. The expected date for being live is in December 2023. The parties agree to establish a time is of the essence date of December 31, 2023 for Holder to meet the “live” requirement. Should Holder not meet the “live” requirement by December 31, 2023, then Borrower shall return all RoRa 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. 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. The Company is currently in discussions with the Holder to extend the “live” requirement. With regard to the amended agreement that featured a December 31, 2023 manifestation deadline, both parties have mutually agreed to await the approval of the RORAP coins presence on the Monetaforge Marketplace by the first week of April 2024, which will facilitate the beginning of RORAP's presence on multiple digital coin exchange platforms over the next 90 days”.

Investment in WC Mine Holdings

On January 5, 2023, the Company reentered into a Membership Interest Purchase Agreement (“Agreement”) with Fourth & One with respect to the sale and transfer of 51.5% of Fourth & One’s interest in 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. In exchange, the Company issued Fourth & One a promissory note of $4,000,000 and 2,000 RoRa Prime Coins (“Coins”), valued at $1,450,000 (combined “Related Liabilities”). On May 30, 2023, the Fourth & One agreement contingencies were removed and the Company recorded an investment and Related Liabilities totaling $5,450,000 ($4,000,000 as a convertible promissory note and $1,450,000 presented as other current liabilities). Fourth & One converted the promissory note of $4,000,000 into 2,000,000 shares of the Company’s common stock. Should the Coins not go “live” by August 30, 2023, the Company will exchange the Coins requirement with 725,000 shares of the Company’s common stock, valued at $1,450,000 (“Exchange”), but Fourth & One must first exercise their right to return the Coins to the Company. On November 17, 2023, Fourth & One exercised their right and returned the 2,000 Coins to finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000 common shares. In addition, the Amendment allows for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share should the Company fail to meet the Regulation A Tier II offering of $3.00 per share by December 31, 2023. As of the date of this filing, the Securities and Exchange Commission (“SEC”) has not authorized the Company’s Regulation A Tier II offering and therefore, the Amendment for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share remains a contingency. On December 31, 2023, the Agreement was mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth & One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the Company’s investment in Fourth & One of $5,450,000.

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 January 15, 2024, Mr. Haynes Employment Agreement was amended for the following:

	·	employee reimbursements (car and cell phone) totaling $1,500 per month.
	·	Base salary increased to $13,500 per month on a bi-monthly basis starting January 15, 2024. The Company also approved a one-time $50,000 advance against future monthly compensation to be repaid $4,167 per payment through December 15, 2024.
	·	5,000,000 shares of TNRG common stock in the Company upon the effectiveness of the Company’s S-1.

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.

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.

	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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.

	·	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 (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company’s investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company’s Consolidated Statements of Operations as of December 31, 2023.

	·	a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, 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 June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 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. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to activate the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023

	·	a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, 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 subsequent to the Company’s Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 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, 2023.

During the years ended December 31, 2023 and 2022, the Company paid Top Flight $368,700 ($153,000 for monthly consulting services and $215,700 for goals-based bonus) and $324,600 ($171,600 for monthly consulting services and $153,000 for goals-based bonus), respectively, with a balance due of $205,300 and $247,000 as of December 31, 2023 and 2022, respectively. In January 2024, the Company paid Top Flight $525,000 ($205,300 balance due on consulting services due as of December 31, 2023 and $319,700 paid in advance for 2024 consulting services).

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted into 5,000 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. On May 22, 2023, the consultant converted 5,000 shares of the Series B Convertible Preferred Stock into 5,000,000 common shares.

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted into 2,000 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. On May 22, 2023, the consultant converted 2,000 shares of the Series B Convertible Preferred Stock into 2,000,000 common shares.

On May 17, 2023, the Company amended the Consulting Agreement to issue an additional 100 shares of Series B Convertible Preferred Stock, vesting immediately. The consultant elected to exchange these shares for an aggregate of 100,000 common shares as each Series B Convertible Preferred share converts into one thousand (1,000) shares of the Company’s common stock.

Stock Repurchase Agreement

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. During the years ended December 31, 2023 and 2022, the Company made payments of $50,000 and $0, respectively, to the Aces with a balance due of $825,000 and $36,745 as of December 31, 2023 and 2022, respectively. In January 2024, the Company made a payment of $75,000 to the Aces.

Collateralized Bond Obligation Program

Financing Engagement Agreement

On April 4, 2023, the Company entered into an engagement letter with SP Securities LLC in which SP Securities will serve as a corporate advisor for the Company’s market value collateralized bond obligation program. The consulting fee shall be a cash fee in the amount of (i) $15,000 due and payable at the signing of this Agreement and $10,000 due and payable on April 17, 2023 and (ii) $15,000 due and payable on the 1st day of each succeeding calendar month, commencing on May 1, 2023. The Company has paid a retainer fee of $40,000 during the year ended December 31, 2023 with a prepaid balance of $40,000 and $0 as of December 31, 2023 and 2022, respectively.

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 has paid retainers of $36,020 and $42,000 during the years ended December 31, 2023 and 2022, respectively, with a prepaid balance of $78,020 and $42,000 as of December 31, 2023 and 2022, respectively.

Credit Rating Agreement

On October 17, 2023, in conjunction with the Company’s market value collateralized bond obligation program, the Company entered into a Credit Rating Agreement with Moody’s Investor Service (“Moody’s”) in which Moody’s will evaluate the relative future creditworthiness of the collateralized bond obligation program. The credit rating fee shall be 7% of the issuance plus initial fees of approximately $115,000 and an annual monitoring fee of $50,000.

Bear Village

In July 2023, the Company acquired all of the intellectual property of Bear Village, Inc. (“Bear Village”) in exchange for 3,567,587 shares of the Company’s common stock. The common stock shall be distributed by Bear Village to their convertible note holders, who are owed a total of $249,750, in proportion to each note holder’s amount due to ensure they are repaid/satisfied, if the note holders were to convert their convertible note into common shares. As Bear Village shares common ownership with Thunder Energies, the Company treated this transaction in accordance with ASC 805-50-30-5 and has recognized the purchased intellectual property at the carrying value recognized by Bear Village of $0, resulting in the Company recognizing $3,568 as a reduction of additional paid-in capital.

In January 2024, the Company executed an agreement with a third party Engineering and Construction Services company for Engineering and Environmental Services (“Services”) for the Bear Village and development project totaling $436,060 (including a retainer of $109,015). The Company made a payment of $80,000 toward the retainer in January 2024. The Services include Environmental Site Assessment; Boundary, Topographic, and Tree Location Survey; Geotechnical assistance; Design Engineering Services; Permitting; and, Landscape Architecture.

In February 2024, the Company executed an agreement with a third party consulting firm to prepare a feasibility study and EB-5 portal representation for foreign investment for the Bear Village and development project in Georgia totaling $18,000. Congress created the EB-5 Program in 1990 to stimulate the U.S. economy through job creation and capital investment by foreign investors.

Land Purchase and Sale Agreement

On October 18, 2023 (“Binding Agreement Date”), the Company entered into a Land Purchase and Sale Agreement (“Land Purchase”) to acquire 65.9 acres located at 0 Highway 59, Commerce, Georgia 30530 further described in the deed book as TR1 PB E-140 & TR 2 PB 36-95 for a purchase price of $4,942,500. The property is being sold subject to an earnest money payment of $75,000 on or before November 23, 2023, as amended, and a due diligence period of 90 days from the Binding Agreement Date. The scheduled closing date of the Land Purchase is May 1, 2024, as amended. On January 31, 2024, the Company paid the earnest money of $75,000.

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

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.

~~Implications of Being an Emerging Growth Company~~11

We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

· A requirement to have only two years of audited financial statements and only two years of related MD&A;

· Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;

· Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

· No non-binding advisory votes on executive compensation or golden parachute arrangements.

We have already taken advantage of these reduced reporting burdens in this Form 10-K, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We are choosing to utilize the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act. This election allows our Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

We are a reporting company and file all reports required under sections 13 and 15d of the Exchange Act.

Item 1A. Risk Factors.

Because we are a Smaller Reporting Company, we are not required to provide the information required by this item.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity

Our board of directors and senior management recognize the critical importance of maintaining the trust and confidence of our clients, business partners and employees. Our management, led by our Chief Executive Officer, are actively involved in oversight of our risk management efforts, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). Our cybersecurity processes and practices are fully integrated into the Company’s ERM efforts. In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

Risk Management and Strategy

As one of the critical elements of our overall ERM approach, our cybersecurity efforts are focused on the following key areas:

	·	Governance: Management oversees cybersecurity risk mitigation and reports to the board of directors any cybersecurity incidents.
	·	Collaborative Approach: We have implemented a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.
	·	Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.

We have not engaged third-party service providers to conduct evaluations of our security controls, independent audits or consulting on best practices to address new challenges.

While we have not experienced any cybersecurity threats in the past in the normal course of business, in the future, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.

Item 2. Properties.

Our corporate address is ~~PMB~~1100 ~~388,~~Peachtree ~~8570 Stirling~~Street ~~Rd.~~NE, Suite ~~102~~200, ~~Hollywood~~Atlanta, ~~Florida~~Georgia, ~~33024~~30309

In December 2021, the Company confirmed with the landlord that as of that time and on a going forward basis, the Company has no rental obligation, or past due rental obligation or any other related liability on its office/ warehouse space located at 3017 Greene Street, Hollywood, Florida.

On October 22, 2021, the Company entered into a lease termination agreement (“Termination Agreement”) with Canal Park Office to terminate the Company’s North Miami Beach, Florida office space. The Termination Agreement allows Canal Park Office to retain the security deposit of $24,799 and to be paid $21,000. The Company was released from any other obligations.

We believe that our existing facilities are adequate for our current needs and that we will be able to lease suitable additional or alternative space on commercially reasonable terms if and when we need it.

Item 3. Legal Proceedings.

From time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results except:

7On March 27, 2023, Moshe Zuchaer (“Plaintiff”) filed a complaint against Thunder Energies Corporation (“Thunder”) in the pending 17th Judicial Circuit Court in and for Broward County, Florida, (the “Florida Court”), Case Number CACE-23-011885 (the “Complaint”).

~~First~~The ~~Capital~~complaint ~~Venture~~alleges that the Plaintiff holds a matured convertible promissory note totaling $487,372 comprised of $410,000 principal and $77,372 accrued interest. In addition, Mr. Zuchaer claims he is entitled to a default premium equaling 5% of the outstanding principal and interest and a per diem interest of approximately $90.

On ~~November~~December 321, ~~2020~~2023, ~~First~~the ~~Capital~~Company ~~Venture~~was ~~Co.,~~notified that Zuchaer was awarded a ~~subsidiary~~judgement ofin the ~~client,~~amount ~~d/b/a~~of ~~Diamond~~approximately ~~CBD~~$527,498 ~~filed~~plus acosts ~~civil~~and ~~complaint~~attorney ~~against~~fees ~~Thunder~~for ~~Energies~~a ~~Corporation~~judgement ~~(the~~totaling ~~“Defendants”)~~$533,268. inIn ~~the~~addition, ~~pending~~Mr. ~~17th~~Zuchaer ~~Judicial~~is ~~Circuit~~entitled ~~Court~~to ininterest ~~and~~at ~~for~~the ~~Broward~~rate ~~County~~of approximately $117 per day from August 10, ~~Florida~~2023 through September 15, 2023, (all of which shall bear interest thereafter at the ~~“Florida~~rate ~~Court”),~~of ~~Case~~5.52% ~~Number~~per ~~CACE~~year. The Company has recorded this liability under short-~~20-019111~~term (convertible notes payable and accrued interest in the ~~“Complaint”)~~Balance Sheet.

OnA ~~January~~court ~~26,~~hearing ~~2021~~has ~~Plaintiffs~~been ~~were~~scheduled ~~erroneously granted~~for anJune ~~Order of Default to which the Defendants immediately pointed out to the Court and on February 23~~20, ~~2021 an Order Vacating the~~2024 ~~Default was granted~~ in ~~favor~~which of the ~~Defendants.~~Company ~~The~~must ~~Plaintiff~~appear ~~knew,~~to orexplain ~~should~~why ~~have known, that~~ the ~~Order~~Company ofhas ~~Default~~failed ~~was not valid but they proceeded on February 9, 2021~~ to ~~publish~~comply ~~false~~with ~~and~~the ~~misleading press releases~~judgement.

OnNo ~~November~~assurance ~~23,~~can ~~2022~~be ~~(“Settlement~~made ~~Date”), Mr.~~that ~~Shvo~~this ~~settled~~matter together with ~~First~~the ~~Capital~~potential ~~Venture~~for onreputational ~~behalf~~harm, ofwill ~~the~~not ~~Defendants~~result ~~for~~in ~~$11,500~~a tomaterial befinancial ~~paid~~exposure, ~~within~~which ~~ten~~could ~~(10)~~have ~~days~~a ~~from~~material ~~the~~adverse ~~Settlement~~effect ~~Date.~~on Onthe ~~November~~Company's ~~23,~~financial ~~2022~~condition, ~~the~~results ~~settlement payment~~ of ~~$11~~operations,~~500~~ ~~was~~or ~~paid~~cash flows.

~~Filing~~We may become involved in material legal proceedings in the future. To the best our knowledge, none of ~~Complaint~~our ~~Against~~directors, ~~Certain~~officers ~~Former~~or ~~Officers~~affiliates ~~and~~is ~~Other~~involved ~~Parties~~in a legal proceeding adverse to our business or has a material interest adverse to our business.

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:12

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

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

(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

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;

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.

As a result of the actions of the Defendants, the Company recorded a net 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	)

(2) On October 22, 2021, the Company entered into a lease termination agreement (“Termination Agreement”) with Canal Park Office to terminate the Company’s North Miami Beach, Florida office space. The Termination Agreement allows Canal Park Office to retain the security deposit of $24,799 and to be paid $21,000. The Company was released from any other obligations.

Rocket Systems – Discontinued Operations

On October 13, 2021, Rocket Systems, Inc. (“Plaintiff”) filed a complaint against Nature Consulting LLC (“Nature”) in the pending 17th Judicial Circuit Court in and for Broward County, Florida, (the “Florida Court”), Case Number CACE-21-018840 (the “Complaint”).

The complaint alleged that the Plaintiff paid Nature a deposit of $50,000 for the delivery of Nature products. According to the Complaint, Nature delivered $6,188 of the product but failed to deliver the remaining $43,812 of product.

Plaintiff demanded that the remainder of the product order be canceled and the refund of $43,812 be issued. In addition, the Plaintiff sought prejudgment interest and costs of this action.

This contingency remained with Nature and is not a contingency of the Company per the Bear Village acquisition (see Note 1).

Home Remedies CBD – Discontinued Operations

On November 23, 2021, Home Remedies CBD, LLC (“Plaintiff”) filed a complaint against TheHemplug LLC (“THP”) in the pending 3rd Judicial Circuit Court in and for Wayne County, Michigan, (the “Michigan Court”), Case Number CACE-21-016306-CB (the “Complaint”).

The complaint alleged that the Plaintiff paid Nature a deposit of $60,030 for the delivery of THP products. According to the Complaint, Nature delivered $27,600 of the product but failed to deliver the remaining $32,430 of product. In addition, Plaintiff returned $4,575 of product to correct the labeling and that THP failed to correct the labeling and return the product to Plaintiff.

Plaintiff demanded that the remainder of the product order be canceled and a refund of $37,005. In addition, the Plaintiff sought prejudgment interest and costs of this action.

On July 19, 2022, THP agreed to pay Plaintiff a settlement of $15,000. This contingency remained with Nature and is not a contingency of the Company per the Bear Village acquisition (see Note 1).

Item 4. Mine Safety Disclosures.

~~There~~On isJanuary no5, ~~information~~2023, ~~required~~the Company entered into a Membership Interest Purchase Agreement (“Agreement”) with Fourth & One, LLC (“Fourth & One”) with respect to bethe ~~disclosed~~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. 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 usdrone ~~under~~surveillance, ~~this~~a ~~Item~~small collection of surface samples and historical information at Kinsley Mountain and neighboring geological formations. The Kinsley project is located in the Kinsley Mountains in Elko and White Pine counties, northeastern Nevada, approximately 150 kilometers northeast of Ely, Nevada, and 83 kilometers southwest of West Wendover, Nevada. Access is via paved U.S. Highway Alternate 93 to approximately 65 kilometers southwest of the town of West Wendover, Nevada, and then south for 18 kilometers on an improved gravel road, known as the Kinsley Mountain mine road, to the project site. The approximate geographic center of the Kinsley project is 40° 09′ N latitude and 114° 20′ W longitude.

10Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 1503(a)”) requires the Company to present certain information regarding mining safety in its periodic reports filed with the Securities and Exchange Commission.

The following table reflects citations, orders and notices issued to the Company and Fourth & One by MSHA during the year ended December 31, 2023 (the “Reporting Period”) and contains certain additional information as required by Section 1503(a) and Item 104 of Regulation S-K, including information regarding mining-related fatalities, proposed assessments from MSHA and legal actions (“Legal Actions”) before the Federal Mine Safety and Health Review Commission, an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act.

Included below is the information required by Section 1503(a) with respect to the beryllium mining complex (MSHA Identification Number 4200706) for the Reporting Period:

		Responses
(A)	Total number of alleged violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under Section 104 of the Mine Act for which the Company and Fourth & One received a citation from MSHA	0
(B)	Total number of orders issued under Section 104(b) of the Mine Act	0
(C)	Total number of citations and orders for alleged unwarrantable failure by the Company and Fourth & One to comply with mandatory health or safety standards under Section 104(d) of the Mine Act	0
(D)	Total number of alleged flagrant violations under Section 110(b)(2) of the Mine Act	0
(E)	Total number of imminent danger orders issued under Section 107(a) of the Mine Act	0
(F)	Total dollar value of proposed assessments from MSHA under the Mine Act	$0
(G)	Total number of mining-related fatalities	0
(H)	Received notice from MSHA of a pattern of violations under Section 104(e) of the Mine Act	No
(I)	Received notice from MSHA of the potential to have a pattern of violations under Section 104(e) of the Mine Act	No
(J)	Total number of Legal Actions pending as of the last day of the Reporting Period	0
(K)	Total number of Legal Actions instituted during the Reporting Period	0
(L)	Total number of Legal Actions resolved during the Reporting Period	0

PART II

Market Information.

We are presently traded on the OTC Pink Market under the ticker symbol TNRG. As of ~~March~~April 3115, ~~2023~~2024, there are 89119,~~140~~590,~~735~~516 shares of our Common Stock issued and outstanding. Our stock has been thinly traded during the past two fiscal years. Moreover, we do not believe that any institutional or other large-scale trading of our stock has occurred or will in fact occur in the near future unless we are successful in funding and implementing our business plan, are successful in returning to the NASDAQ Exchange, or both. The following table sets forth information as reported by the OTC Markets Group for the high and low bid and ask prices for each of the eight quarters ending December 31, ~~2022~~2023. The following prices reflect inter-dealer prices without retail markup, markdown or commissions and may not reflect actual transactions.

	High		Low
Quarters ending in 2023
March 31	$	0.13	$	0.0307
June 30		0.13		0.051
September 30		0.14		0.0537
December 31	$	0.1247	$	0.0159
Quarters ending in 2022
March 31	$	0.0489	$	0.025
June 30		0.14		0.023
September 30		0.05		0.05
December 31	$	0.095	$	0.0002
Quarters ending in 2021
March 31	$	0.32	$	0.047
June 30		0.20		0.058
September 30		0.20		0.028
December 31	$	0.092	$	0.016

(b) Holders

As of December 31, ~~2022~~2023, the Company had 74226 certificate holders of record. This number includes one position at Cede & Co., of which Company principals are not aware how many shareholders hold the shares in street name. The number of both shareholders of record and beneficial shareholders may change on a daily basis and without the Company’s immediate knowledge.

(c) Dividends

Holders of common stock are entitled to receive dividends as may be declared by our board of directors and, in the event of liquidation, to share pro rata in any distribution of assets after payment of liabilities. The board of directors has sole discretion to determine: (i) whether to declare a dividend; (ii) the dividend rate, if any, on the shares of any class of series of our capital stock, and if so, from which date or dates; and (iii) the relative rights of priority of payment of dividends, if any, between the various classes and series of our capital stock. We have not paid any dividends and do not have any current plans to pay any dividends.

No established public market for common stock

Although there have been a few trades of our stock on the OTC Markets Pink, the quotations have been limited and sporadic and thus, there is presently no established public market for our common stock. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. A purchaser of our securities may, therefore, find it difficult to resell our securities should he or she desire to do so.

1114

Recent Sales of Unregistered Securities.

OnIn ~~March 1~~December 2023, ~~2022,~~Fourth asand ~~amended~~One onconverted ~~October~~the ~~1, 2022~~other ~~and~~current ~~December~~liabilities ~~28,~~of ~~2022~~$1,450,000 ~~the Company entered~~ into an725,000 ~~Employment~~shares ~~Agreement~~of ~~with~~the ~~Mr.~~Company’s ~~Ricardo~~common ~~Haynes whereby Mr~~stock. On ~~Haynes~~December ~~became~~31, ~~the sole Director~~2023, ~~CEO~~the ~~and~~Agreement ~~Chairman~~was ofmutually ~~the~~cancelled ~~Board,~~as ~~and~~ the ~~acting~~Agreement ~~sole~~would ~~officer~~not ofallow the Company. ~~The~~to ~~Employment~~meet ~~Agreement~~the isrequirements inof ~~effect until~~a ~~September~~Regulation ~~30,~~A ~~2027.~~Tier ~~Under~~II ~~this Employment Agreement, Mr~~offering. ~~Haynes~~Fourth ~~will~~& beOne ~~entitled~~returned to a total of 252,~~000~~725,000 common shares, ~~vesting immediately,~~and ~~valued~~were atcancelled ~~$750,000~~by ~~(based~~the onCompany resulting in the write-off of the Company’s ~~stock~~investment ~~price~~in onFourth ~~the~~& ~~date~~One of ~~issuance)~~$5,450,000.

OnDuring ~~April~~the 6,three ~~2022,~~months asended ~~amended on~~ December 231, ~~2022~~2023, ~~the~~twenty-three ~~Company~~third ~~entered~~party ~~into~~investors aelected ~~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~~convert ~~consulting services to~~ the ~~Company.~~aggregate ~~The~~principal ~~consulting~~amount ~~agreement is~~of ~~in effect until~~ the ~~Company~~Notes istotaling ~~profitable with a balance sheet of over~~ $~~400 million or thirty-six (36) months~~485, ~~whichever is longer. Under this consulting agreement~~500, ~~Top~~into ~~Flight will be entitled to a total of 15~~2,~~000~~834,~~000~~858 common ~~shares, valued at $450,000 (based on the~~ ~~Company’s stock price on the date of issuance) and vesting immediately.~~shares

On ~~April~~January 69, ~~2022~~2024, the Company ~~entered~~issued 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) months1, ~~whichever is longer. Under this consulting agreement~~000,000 ~~the~~restricted ~~third~~common ~~party~~shares ~~will be entitled~~ to a ~~total~~third ~~of 5~~party,~~000,000~~ ~~common shares,~~ valued at $~~150~~26,~~000~~300 (based on the ~~Company’s~~estimated ~~stock~~fair ~~price~~value of the stock on the date of ~~issuance~~grant) ~~and~~to provide ~~vesting~~consulting ~~immediately~~services to the Company.

On ~~April~~January 623, ~~2022~~2024, ~~the~~a ~~Company~~previous ~~entered~~noteholder ~~into a Consulting~~requested ~~Agreement~~the ~~with~~return aof ~~third~~his ~~party~~investment tocapital ~~provide~~of ~~consulting~~$1,000 ~~services~~in toexchange for the ~~Company.~~return ~~The~~of ~~consulting~~14,286 ~~agreement~~shares isof inthe ~~effect~~Company’s ~~until~~common ~~the~~stock ~~Company~~that isthe ~~profitable~~shareholder ~~with~~received athrough ~~balance~~the ~~sheet~~conversion of ~~over~~his ~~$200~~convertible ~~million or thirty-six (36) months, whichever is longer~~note. ~~Under~~The ~~this~~Company ~~consulting~~paid ~~agreement,~~ the ~~third party will be entitled to a total of 2,000,000 common shares, valued at~~ $601,000 ~~(based~~ on ~~the~~February ~~Company’s~~5, ~~stock price on the date of issuance) and vesting immediately~~2024.

In conjunction with the December 2, 2022 Consulting Agreement with Top Flight, a total of 5,000,000 common shares were issued on December 15, 2022, valued at $1,000 (based on the Company’s stock price on the date of issuance), vesting immediately, resulting from the Company’s execution of the Joint Marketing and Advertising Agreement with the Las Vegas Aces professional Women’s basketball team.

In conjunction with the December 2, 2022 Consulting Agreement with Top Flight, a total of 12,000,000 common shares were issued on January 5, 2023, valued at $1,140,000 (based on the Company’s stock price on the date of issuance), vesting immediately, resulting from the Company’s investment in Kinsley Mountain mineral, resources, and water rights.

Item 6. Selected Financial Data.

The registrant qualifies as a smaller reporting company, as defined by Rule 229.10(f)(1) and is not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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 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.15

On March 24, 2020, the Company held a meeting and voted to create two separate classes of preferred shares, Class “B” preferred shares 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 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.

Acquisition of TNRG Preferred Stock

Fiscal Year 2022

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 part of the ~~Purchase~~ 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 TNRGcancellation.

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

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.

Fiscal Year 2020

The Preferred Stock acquired by the Purchaser consisted of:

Acquisition of Assets of Nature

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

Description of Business

	·	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

Business Objective

Fixed-Income Strategy

Recent Developments

In April 2023, the Company advanced an officer $3,000 with no amounts repaid. The Company is in process to have this amount repaid.

Common Stock

On October 9, 2023, Mr. Haynes gifted 140,000 common shares to a convertible noteholder of the Company.

Common Stock To Be Issued

As of December 31, 2023, the Company has converted 2022 April Convertible Notes worth of $87,000 into 881,433 common shares to be issued.

Stock Repurchase Agreement

Preferred Stock

Convertible Note Payable

Short Term

2024 Note

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~~December 311, 2024 for aggregate gross proceeds of $~~825~~1,~~600~~776,275 (including $1,500 against which services were received) ~~during~~through ~~the year ended~~ December 31, ~~2022~~2023. ~~Subsequent~~Notes tototaling ~~December 31~~$325,000 ~~2022,~~issued ~~the~~in ~~Company~~fiscal ~~offered~~2023 and ~~sold~~December an2022 ~~additional~~allows ~~$306,200~~for of the ~~April~~repurchase ~~2022 Notes~~of ~~bearing~~up noto ~~interest~~a ~~and~~total ~~are~~of ~~due and payable on various dates from June 30~~421,428 converted ~~2023~~common ~~through~~shares ~~September~~at ~~30, 2023~~$2.50 Inper ~~addition,~~share ~~two~~and notes totaling $300,000 issued in ~~December~~fiscal ~~2022~~year ~~and January~~ 2023 allows for the repurchase of up to a total of ~~200~~300,000 converted common shares at $2.5075 per share should the Company fail to meet the ~~Reg~~Regulation 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 $0.05 per share for notes amounting to $102,000, $0.07 per share for notes amounting to $~~598~~905,~~600~~575, ~~and~~ $0.70 per share for notes amounting to $309,200, and $1.00 per share for notes amounting to $~~227~~462,~~000~~500 into the Company’s common stock if before any public offering. The ~~Note~~April ~~includes~~2022 Notes include 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~~has ~~not~~a ~~have~~BCF. A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional paid in capital and as a debt discount in the Balance Sheet. The debt discount is accreted over the term of the convertible notes to interest expense in the accompanying consolidated Statements of Operations.

AsDuring ofthe ~~March~~fiscal ~~31,~~year 2023, ~~the~~noteholders ~~Company~~elected ~~has~~to convert ~~not~~the ~~repaid April~~aggregate ~~2022~~principal ~~Notes~~amount ~~convertible~~of ~~notes~~the Notes totaling $~~431~~1,~~500~~776,275, ~~with~~into ~~maturity dates of December 31~~15,838,150 ~~2022~~common ~~through~~shares ~~March 31~~($1,689,275 ~~2023~~has ~~and~~been ~~these convertible~~converted ~~notes~~into ~~are~~14,956,717 ~~now~~common inshares ~~default.~~and ~~The~~$87,000 ~~Company~~has isbeen ~~currently~~converted ininto ~~discussions~~881,433 ~~with~~common ~~the~~shares ~~note holders~~ to ~~convert~~be ~~the~~issued). ~~April~~As ~~2022~~of ~~Notes~~December ~~into~~31, ~~the~~2023, ~~Company’s~~there ~~common~~is ~~stock~~no ~~upon~~amount ~~the~~outstanding ~~Company’s~~under ~~Reg~~the AApril ~~being~~2022 ~~declared~~convertible ~~effective~~notes.

$4,000,000 Promissory Note

$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~~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~~As amended effective May 7, 2023, the Convertible Promissory Note shall not be enforceable until such time as the Holder'’s consideration, RoRa ~~Prime~~ Coin is " “live"” on aan US exchange, or swap engine, and available ~~through~~ through a mutually agreed upon cryptocurrency wallet such as NyX, MetaMask, Exodus, Ledger, ~~TREZOR~~or ~~Model~~similar. TThe ~~Wallet,~~expected ~~ZenGo,~~date orfor ~~Atomic~~being live is in December 2023. The parties agree to establish a time is of the essence date of ~~May~~December 131, 2023 for Holder to meet the " “live" ” requirement. Should Holder not meet the " “live"” requirement by ~~May~~December 131, 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. The Company is currently in discussions with the Holder to extend the “live” requirement. With regard to the amended agreement that featured a December 31, 2023 manifestation deadline, both parties have mutually agreed to await the approval of the RORAP coins presence on the Monetaforge Marketplace by the first week of April 2024, which will facilitate the beginning of RORAP's presence on multiple digital coin exchange platforms over the next 90 days”.

Investment in WC Mine Holdings

On January 5, 2023, the Company ~~entered~~reentered 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~~ (“Coins”), valued at $1,450,000 (combined “Related Liabilities”). ~~The promissory~~On ~~note~~May ~~provides~~30, ~~for~~2023, nothe ~~interest~~Fourth & One agreement contingencies were removed and ~~matured~~the onCompany recorded ~~March~~an ~~31,~~investment ~~2023~~and Related Liabilities totaling $5,450,000 (~~“Maturity~~$4,000,000 ~~Date”~~as a convertible promissory note and $1,450,000 presented as other current liabilities in the balance sheet). InFourth ~~addition,~~& One converted the promissory note ~~provides~~of ~~that~~$4,000,000 into 2,000,000 shares of the Company’s ~~may~~common ~~convert~~stock. ~~all~~Should ~~amounts~~the atCoins ~~any~~not ~~time~~go ~~prior~~“live” toby ~~the~~August ~~Maturity~~30, ~~Date~~2023, ~~and~~the ~~after~~Company ~~gaining~~will ~~approval~~exchange by the Coins ~~Securities~~requirement ~~and~~with ~~Exchange~~725,000 ~~Commission~~shares of the Company’s ~~REG~~common Astock, IIvalued at $31,450,000 ~~per~~(“Exchange”), ~~share~~but ~~Offering and~~ Fourth & One must ~~may~~first ~~convert~~exercise ~~all amounts~~their ~~into~~right ~~common~~to ~~stock~~return ~~prior~~the Coins to the ~~Maturity~~Company. ~~Date~~On atNovember a17, ~~conversion~~2023, ~~price~~Fourth of& $One exercised their right and returned the 2~~.00~~,000 ~~per~~Coins ~~share.~~to ~~The~~finalize ~~Agreement~~the ~~also~~Exchange ~~provides~~and ~~that should~~on December 1, 2023 the Company issued Fourth & One ~~not~~725,000 becommon ~~able~~shares. toIn ~~convert~~addition, the Amendment allows for the ~~Coins~~repurchase onof orup ~~before~~to ~~June~~a 1total of 2,725,000 ~~2023~~common shares at a$3.00 ~~conversion~~per ~~ratio~~share should the Company fail to meet the Regulation A Tier II offering of $~~800~~3.00 per ~~Coin~~share by December 31, 2023. As of the date of this filing, the Securities and Exchange Commission (“SEC”) has not authorized the Company’s ~~will~~Regulation ~~purchase~~A ~~all~~Tier ofII offering and therefore, the ~~Coins~~Amendment for the repurchase of up to a total of $12,~~600~~725,000 ~~(2,000~~common ~~Coins~~shares at $~~800~~3.00 per ~~Coin)~~share onremains ~~June~~a 1contingency. On December 31, 2023., ~~The~~the ~~Company~~Agreement iswas ~~currently~~mutually incancelled ~~discussions~~as ~~with~~the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth & One toreturned ~~convert~~the 2,725,000 common shares and were cancelled by the ~~promissory~~Company ~~note~~resulting ~~into~~in the write-off of the Company’s ~~common~~investment in ~~stock~~Fourth & One of $5,450,000.

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.
	·	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 January 15, 2024, Mr. Haynes Employment Agreement was amended for the following:

	·	employee reimbursements (car and cell phone) totaling $1,500 per month.
	·	Base salary increased to $13,500 per month on a bi-monthly basis starting January 15, 2024. The Company also approved a one-time $50,000 advance against future monthly compensation to be repaid $4,167 per payment through December 15, 2024.
	·	5,000,000 shares of TNRG common stock in the Company upon the effectiveness of the Company’s S-1.

· Ms. Tori White, Director ~~real~~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

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.

	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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.

1923

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.

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.

	·	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 (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company’s investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company’s Consolidated Statements of Operations as of December 31, 2023.

	·	a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, 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 June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 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. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to activate the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023.

	·	a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, 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 subsequent to the Company’s Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 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, 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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted into 2,000 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. On May 22, 2023, the consultant converted 2,000 shares of the Series B Convertible Preferred Stock into 2,000,000 common shares.

Stock Repurchase Agreement

Sponsorship Agreement

~~Preferred~~Collateralized ~~Stock~~Bond Obligation Program

~~During~~Financing ~~February~~Engagement 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.Agreement

Credit Rating Agreement

Bear Village

Land Purchase and Sale Agreement

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

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~~2023 and December 31, ~~2021~~2022

Thunder Energies – Continuing Operations

	Year Ended December 31, 2023			Year Ended December 31, 2022

Net revenues	$	–		$	–
Cost of sales		–			–
Gross Profit		–			–
Operating expenses		6,538,399			2,386,303
Other expense		2,720,450			3,080,170
Net loss before income taxes	$	(9,258,849	)	$	(5,466,473	)

	Year Ended December 31, 2022			Year Ended 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~~2023 and ~~2021~~2022, we had no revenues.

Cost of Sales

For the years ended December 31, ~~2022~~2023 and ~~2021~~2022, we had no cost of sales as we had no revenues.

Operating Expenses

~~For~~Operating ~~the~~expenses ~~years~~increased ~~ended~~by ~~December~~$4,152,096, 31or 174.0%, ~~2022~~to ~~and 2021~~$6, we538,399 ~~had~~for ~~operating~~year ~~expenses~~ended ofDecember 31, 2023 from $2,386,303 ~~and~~for ~~$128,900, respectively For~~ the year ended December 31, 2022, weprimarily ~~had~~due ~~advertising~~to ~~and marketing~~increases ~~expenses~~in ~~of $43,957,~~ stock -based compensation ~~costs~~ of $13,~~411~~327,000, ~~and~~marketing ~~general and administrative expenses of $931,346 primarily consisting of professional fees of $149,159, compensation~~ costs of $50797,~~000~~965, ~~consulting~~travel costs of $~~691~~79,~~186~~396, investor relations costs of $254,~~339~~961, and general and administration costs of $1511,~~662~~339, asoffset aprimarily ~~result~~by ofdecreases ~~adding~~in ~~administrative infrastructure for our anticipated business development. In 2022, the Company has incurred~~ professional fees ~~(primarily~~of ~~legal and audit fees)~~$13,529, ~~incurred~~ compensation ~~for~~costs ~~its~~of ~~CEO~~$50,000, and ~~incurred~~ consulting ~~costs~~ ~~(primarily~~fees ~~for~~of ~~public relations and brand awareness)~~$5,036, ~~had~~as ~~investor~~a ~~relations~~result ~~costs.~~of ~~For~~adding ~~the~~administrative ~~year~~infrastructure ~~ended~~for ~~December~~our ~~31,~~anticipated ~~2021,~~business ~~we had professional fees of $128,900~~development.

21For the year ended December 31, 2023, we had advertising and marketing expenses of $841,922, stock-based compensation costs of $4,738,000, and general and administrative expenses of $958,477 primarily consisting of professional fees of $135,630, consulting costs of $686,150, investor relations costs of $30,300, travel costs of $82,319, and general and administration costs of $24,078, as a result of adding administrative infrastructure for our anticipated business development. In 2023, the Company has incurred professional fees (primarily legal and audit fees), incurred compensation for its CEO, incurred consulting costs (primarily for goals-based fees), and had investor relations costs.

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.

Other Expense

Other expense for the year ended December 31, ~~2022~~2023 totaled $32,~~080~~720,~~170~~450 primarily consisting of interest expense inon ~~conjunction~~notes ~~with~~payable ~~debt discount~~ of $~~241~~2,~~876~~556,418, ~~the~~accretion ~~change~~of inbeneficial ~~derivative liability~~conversion feature of $2142,~~186~~225, ~~interest~~and other expense ~~on notes payable~~ of $327,~~737~~835,~~108,~~ offset primarily by the ~~reversal~~change ofin ~~the~~derivative ~~impairment~~liability ~~charge~~ of $~~901~~6,~~000 initially recorded in 2021 but reversed in the current year pursuant to the acquisition of the Company by Bear Village, Inc~~028.

Other expense for the year ended December 31, ~~2021~~2022 totaled $13,~~126~~080,~~998~~170 primarily consisting of interest expense in conjunction with debt discount of $~~509~~241,~~950~~876, the change in derivative liability of $402,~~776~~186, interest expense on notes payable of $13,~~279~~737,~~622~~108, offset primarily by athe ~~gain~~reversal onof ~~extinguishment~~the ofimpairment ~~debt~~charge of $~~621~~901,~~798~~000 initially recorded in 2021 but reversed in the current year pursuant to the acquisition of the Company by the owners of Bear Village, Inc.

Net loss before income taxes ~~and discontinued operations~~

Net loss before income taxes ~~and discontinued operations~~ for the years ended December 31, ~~2022~~2023 and ~~2021~~2022 totaled $59,~~466~~258,~~473~~849 and $15,~~255~~466,~~898~~473, respectively, primarily representing the operating and other expense as described above.

Financial Condition.

Total Assets.

Assets were $~~145~~154,~~892~~519 as of December 31, ~~2022~~2023. Assets were cash of $48596,~~881,~~ notes receivable – related party of $267,~~200 (due from Bear Village)~~403, ~~deferred offering costs of $9,000,~~ and prepaid expenses of $61146,~~811~~520.

Total Liabilities.

Liabilities were $69,~~784~~380,~~786~~762 as of December 31, ~~2022~~2023. Liabilities consisted primarily of accounts payable of $821,~~819~~180,382, derivative liability of $8579,~~590~~562, accrued expenses of $~~283~~58,~~745~~300, ~~accrued~~ accrued interest of $47,~~756~~311,~~266~~752, and convertible notes payable of $1750,~~576,366~~766.

Nature Consulting, LLC – Discontinued Operations

	Year Ended December 31, 2022		Year Ended 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.

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~~Going – 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.Concern

The accompanying 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 $16,745,786 and $7,486,937 at December 31, 2023 and 2022, respectively, had a working capital deficit of $9,226,243 and $6,630,894 at December 31, 2023 and 2022, respectively, and had a net loss of $9,258,849 and $5,466,473 for the years ended December 31, 2023 and 2022, respectively, and net cash used in operating activities of $1,013,960 and $775,219 for the years ended December 31, 2023 and 2022, respectively, with no 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.

While the Company is attempting to expand operations and increase revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public offering or an asset sale transaction. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

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

General – Overall, we had a decrease in cash flows of $48,285 in the year ended December 31, 2023 resulting from cash used in operating activities of $1,013,960, and offset primarily by cash provided by financing activities of $965,675.

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

	Year Ended December 31, 2022			Year Ended December 31, 2021
	Year Ended December 31, 2023			Year Ended December 31, 2022
Net cash provided by (used in):
Operating activities	$	(~~775~~1,~~219~~013,960	)	$	80(775,~~784~~219	)
Investing activities		–			~~(15,337~~–	)
Financing activities		~~824~~965,~~100~~675			~~(162~~824,~~950~~100	)
Net increase (decrease) in cash	$	(48,~~881~~285	)	$	~~(97~~48,~~503~~881	)

23Years Ended December 31, 2023 Compared to the Year Ended December 31, 2022

~~Years~~Cash ~~Ended~~Flows from Operating Activities – For the year ended December 31, ~~2022~~2023, ~~Compared~~net cash used in operating activities was $1,013,960. Net cash used in operations was primarily due to a net loss of $9,258,849, and the changes in operating assets and liabilities of $3,370,692, primarily due to the net changes in ~~Year~~accrued ~~Ended~~interest ~~December~~of 31$2,555,486, ~~2021~~accounts payable of $1,097,563, and prepaid expenses of $84,709, offset primarily by the change in notes receivable – related party of $18,797, deferred offering costs of $9,000, and accrued expenses of $225,445. 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 $142,225, change in derivative liability of $6,028, and stock-based compensation of $4,738,000.

~~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~~Cash ~~the~~Flows 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~~Investing ~~of the debt discount of $509,950, the change in derivative liability of $40,776, the impairment of assets of $195,347, and~~Activities ~~the gain on extinguishment of debt of $621,798. Net cash provided by operating activities~~ – ~~discontinued~~For ~~activities was primarily due to~~ the ~~changes~~years inended ~~operating~~December ~~assets and liabilities of $225~~31,~~508,~~ ~~primarily~~2023 ~~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~~2022,~~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~~investing activities ~~– discontinued activities~~ was ~~offset primarily by adjustments to reconcile net profit from depreciation expense of~~ $~~44,959,~~0 ~~amortization expense of $7,755,~~ and ~~the forgiveness of a PPP loan of~~ $~~200~~0,~~000~~ respectively.

Cash Flows from ~~Investing~~Financing Activities – For the year ended December 31, ~~2022~~2023, net cash ~~used~~provided inby ~~investing~~financing activities was $0965,675 due to proceeds from short term convertible notes payable of $950,675 and capital contribution from shareholder of $15,000. For the year ended December 31, ~~2021~~2022, net cash ~~used~~provided by infinancing ~~investing~~ activities was $15824,~~337~~100 due to ~~purchases~~proceeds offrom ~~equipment~~short term convertible notes payable.

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.

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~~ 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). In February 2023, these shares were converted to 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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted into 25,000 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. On May 22, 2023, Mr. Haynes converted 25,000 shares of the Series B Convertible Preferred Stock into 25,000,000 common shares and subsequently gifted 2,690,000 common shares to six of the Company’s convertible noteholders (including 2,000,000 common shares to a third party, Winsome Consulting). On October 9, 2023, Mr. Haynes gifted 140,000 common shares to a convertible noteholder of the Company.

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.
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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.
	·	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.

		·	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 (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company’s investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company’s Consolidated Statements of Operations as of December 31, 2023.

		·	a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, 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 June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 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. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to activate the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023.

		·	a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, 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 subsequent to the Company’s Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023.

25During the years ended December 31, 2023 and 2022, the Company paid Top Flight $368,700 ($153,000 for monthly consulting services and $215,700 for goals-based bonus) and $324,600 ($171,600 for monthly consulting services and $153,000 for goals-based bonus), respectively, with a balance due of $205,300 and $247,000 as of December 31, 2023 and 2022, respectively. In January 2024, the Company paid Top Flight $525,000 ($205,300 balance due on consulting services due as of December 31, 2023 and $319,700 paid in advance for 2024 consulting services).

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted into 2,000 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. On May 22, 2023, the consultant converted 2,000 shares of the Series B Convertible Preferred Stock into 2,000,000 common shares.

In May 2023, Fourth & One converted the promissory note of $4,000,000 into 2,000,000 shares of the Company’s common stock (see Note 5). On November 17, 2023, Fourth & One exercised their right and returned 2,000 Coins to finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000 common shares. On December 31, 2023, the Agreement was mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth & One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the Company’s investment in Fourth & One of $5,450,000.

During the year ended December 31, 2023, Top Flight elected to convert 15,400 preferred B stock into 15,400,000 common shares. Each Series B Convertible Preferred share converts into one thousand (1,000) shares of the Company’s common stock.

Bear Village

Common Stock To Be Issued

As of December 31, 2023, the Company has converted 2022 April Convertible Notes worth of $87,000 into 881,433 common shares to be issued.

Stock Repurchase Agreement

Preferred Stock

During ~~February~~fiscal ~~and March~~ 2023, holders of 6497,~~000~~100,000 ~~shares~~ shares of common stock (5790,000,000 shares from related parties and 7,~~000~~100,000 shares from third parties) elected to exchange these shares for an aggregate of 6497,~~000~~100 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.

During the year ended December 31, 2023, holders of 54,000 shares of Series B Convertible Preferred Stock (46,900 shares from related parties, including 15,400 shares from Top Flight, and 7,100 shares from third parties) elected to exchange these shares for an aggregate of 54,000,000 shares of common stock. Each Series B Convertible Preferred Share converts into one thousand (1,000) shares of the Company’s common stock.

Convertible Note Payable

Short Term

2024 Note

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~~December 311, 2024 for aggregate gross proceeds of $~~825~~1,~~600~~776,275 (including $1,500 against which services were received) ~~during~~through ~~the year ended~~ December 31, ~~2022~~2023. ~~Subsequent~~Notes tototaling ~~December 31~~$325,000 ~~2022,~~issued ~~the~~in ~~Company~~fiscal ~~offered~~2023 and ~~sold~~December an2022 ~~additional~~allows ~~$306,200~~for of the ~~April~~repurchase ~~2022 Notes~~of ~~bearing~~up noto ~~interest~~a ~~and~~total ~~are~~of ~~due and payable on various dates from June 30~~421,428 converted ~~2023~~common ~~through~~shares ~~September~~at ~~30, 2023~~$2.50 Inper ~~addition,~~share ~~two~~and notes totaling $300,000 issued in ~~December~~fiscal ~~2022~~year ~~and January~~ 2023 allows for the repurchase of up to a total of ~~200~~300,000 converted common shares at $2.5075 per share should the Company fail to meet the ~~Reg~~Regulation 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 $0.05 per share for notes amounting to $102,000, $0.07 per share for notes amounting to $~~598~~905,~~600~~575, ~~and~~ $0.70 per share for notes amounting to $309,200, and $1.00 per share for notes amounting to $~~227~~462,~~000~~500 into the Company’s common stock if before any public offering. The ~~Note~~April ~~includes~~2022 Notes include 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.

AsDuring ofthe ~~March~~fiscal ~~31,~~year 2023, ~~the~~noteholders ~~Company~~elected to ~~has~~convert ~~not~~the ~~repaid April~~aggregate ~~2022~~principal ~~Notes~~amount ~~convertible~~of ~~notes~~the Notes totaling $~~431~~1,~~500~~776,275, ~~with~~into ~~maturity dates of December 31~~15,838,150 ~~2022~~common ~~through~~shares ~~March 31~~($1,689,275 ~~2023~~has ~~and~~been ~~these convertible~~converted ~~notes~~into ~~are~~14,956,717 ~~now~~common inshares ~~default.~~and ~~The~~$87,000 ~~Company~~has isbeen ~~currently~~converted ininto ~~discussions~~881,433 ~~with~~common ~~the~~shares ~~note holders~~ to ~~convert~~be ~~the~~issued). ~~April~~As ~~2022~~of ~~Notes~~December ~~into~~31, ~~the~~2023, ~~Company’s~~there ~~common~~is ~~stock~~no ~~upon~~amount ~~the~~outstanding ~~Company’s~~under ~~Reg~~the AApril ~~being~~2022 ~~declared~~convertible ~~effective~~notes.

$4,000,000 Promissory Note

$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~~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~~As amended effective May 7, 2023, the Convertible Promissory Note shall not be enforceable until such time as the Holder'’s consideration, RoRa ~~Prime~~ Coin is " “live"” on aan US exchange, or swap engine, and available through a mutually agreed upon cryptocurrency wallet such as NyX, MetaMask, Exodus, Ledger, ~~TREZOR~~or ~~Model~~similar. TThe ~~Wallet,~~expected ~~ZenGo,~~date for being live is in orDecember ~~Atomic~~2023. The parties agree to establish a time is of the essence date of ~~May~~December 131, 2023 for Holder to meet the " “live" ” requirement. Should Holder not meet the " “live"” requirement by ~~May~~December 131, 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. The Company is currently in discussions with the Holder to extend the “live” requirement. With regard to the amended agreement that featured a December 31, 2023 manifestation deadline, both parties have mutually agreed to await the approval of the RORAP coins presence on the Monetaforge Marketplace by the first week of April 2024, which will facilitate the beginning of RORAP's presence on multiple digital coin exchange platforms over the next 90 days”.

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 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~~reentered 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~~ (“Coins”), valued at $1,450,000 (combined “Related Liabilities”). ~~The promissory~~On ~~note~~May ~~provides~~30, ~~for~~2023, nothe ~~interest~~Fourth & One agreement contingencies were removed and ~~matured~~the onCompany recorded ~~March~~an ~~31,~~investment ~~2023~~and Related Liabilities totaling $5,450,000 (~~“Maturity~~$4,000,000 ~~Date”~~as a convertible promissory note and $1,450,000 presented as other current liabilities in the balance sheet). InFourth ~~addition,~~& One converted the promissory note ~~provides~~of ~~that~~$4,000,000 into 2,000,000 shares of the Company’s ~~may~~common ~~convert~~stock. ~~all~~Should ~~amounts~~the atCoins ~~any~~not ~~time~~go ~~prior~~“live” toby ~~the~~August ~~Maturity~~30, ~~Date~~2023, ~~and~~the ~~after~~Company ~~gaining~~will ~~approval~~exchange by the Coins ~~Securities~~requirement ~~and~~with ~~Exchange~~725,000 ~~Commission~~shares of the Company’s ~~REG~~common Astock, IIvalued at $31,450,000 ~~per~~(“Exchange”), ~~share~~but ~~Offering and~~ Fourth & One must ~~may~~first ~~convert~~exercise ~~all amounts~~their ~~into~~right ~~common~~to ~~stock~~return ~~prior~~the Coins to the ~~Maturity~~Company. ~~Date~~On atNovember a17, ~~conversion~~2023, ~~price~~Fourth of& $One exercised their right and returned the 2~~.00~~,000 ~~per~~Coins ~~share.~~to ~~The~~finalize ~~Agreement~~the ~~also~~Exchange ~~provides~~and ~~that should~~on December 1, 2023 the Company issued Fourth & One ~~not~~725,000 becommon ~~able~~shares. toIn ~~convert~~addition, the Amendment allows for the ~~Coins~~repurchase onof orup ~~before~~to ~~June~~a 1total of 2,725,000 ~~2023~~common shares at a$3.00 ~~conversion~~per ~~ratio~~share should the Company fail to meet the Regulation A Tier II offering of $~~800~~3.00 per ~~Coin~~share by December 31, 2023. As of the date of this filing, the Securities and Exchange Commission (“SEC”) has not authorized the Company’s ~~will~~Regulation ~~purchase~~A ~~all~~Tier ofII offering and therefore, the ~~Coins~~Amendment for the repurchase of up to a total of $12,~~600~~725,000 ~~(2,000~~common ~~Coins~~shares at $~~800~~3.00 per ~~Coin)~~share onremains ~~June~~a 1contingency. On December 31, 2023., ~~The~~the ~~Company~~Agreement iswas ~~currently~~mutually incancelled ~~discussions~~as ~~with~~the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth & One toreturned ~~convert~~the 2,725,000 common shares and were cancelled by the ~~promissory~~Company ~~note~~resulting ~~into~~in the write-off of the Company’s ~~common~~investment in ~~stock~~Fourth & One of $5,450,000.

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.

	·	$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.

27On January 15, 2024, Mr. Haynes Employment Agreement was amended for the following:

· employee reimbursements (car and cell phone) totaling $1,500 per month. · Base salary ofincreased to $1113,~~000~~500 per month ~~paid~~ on a bi-~~weekly~~monthly basis starting January 215, ~~2023~~2024. ·The ~~Bonus~~Company ofalso ~~$14,201~~approved ~~was~~a ~~paid~~one-time in$50,000 ~~November~~advance ~~and~~against ~~December~~future ~~2022.~~monthly ·compensation ~~Automobile~~to ~~allowance~~be ofrepaid $14,~~500~~167 per ~~month~~payment ~~starting~~through ~~January~~December 215, ~~2023~~2024. · 255,000,000 shares of TNRG common stock in the Company ~~which~~upon 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~~effectiveness of ~~shares in~~ the Company.’s · S-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.

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.

	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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.

~~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.~~37

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.

	·	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 (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company’s investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company’s Consolidated Statements of Operations as of December 31, 2023.

	·	a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, 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 June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 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. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to activate the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023.

	·	a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, 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 subsequent to the Company’s Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 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, 2023.

OnDuring ~~April~~the 6years ended December 31, 2023 and 2022, the Company ~~entered~~paid ~~into~~Top aFlight ~~Consulting Agreement~~$368,700 ~~with~~($153,000 afor ~~third~~monthly ~~party~~consulting toservices ~~provide~~and ~~consulting~~$215,700 ~~services~~for togoals-based ~~the~~bonus) ~~Company.~~and ~~The~~$324,600 ~~consulting~~($171,600 for ~~agreement~~monthly isconsulting inservices ~~effect~~and ~~until~~$153,000 ~~the~~for ~~Company~~goals-based ~~is profitable~~bonus), respectively, with a balance ~~sheet~~due of ~~over~~ $~~200~~205,300 ~~million~~and or$247,000 ~~thirty-six~~as ~~(36)~~of ~~months~~December 31, ~~whichever~~2023 isand ~~longer~~2022, respectively. ~~Under~~In ~~this~~January ~~consulting agreement~~2024, the ~~third~~Company ~~party~~paid ~~will~~Top beFlight ~~entitled~~$525,000 to($205,300 abalance ~~total~~due ofon ~~2,000,000~~consulting ~~common~~services ~~shares,~~due as ~~valued~~of atDecember ~~$60~~31,~~000~~ ~~(based~~2023 onand ~~the~~$319,700 ~~Company’s~~paid ~~stock~~in ~~price~~advance ~~on the~~for ~~date~~2024 ofconsulting ~~issuance~~services) ~~and vesting immediately~~.

2938

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted into 2,000 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. On May 22, 2023, the consultant converted 2,000 shares of the Series B Convertible Preferred Stock into 2,000,000 common shares.

Stock Repurchase Agreement

Sponsorship Agreement

Collateralized Bond Obligation Program

Financing Engagement Agreement

Credit Rating Agreement

Land Purchase and Sale Agreement

Capital Resources.

We had no material commitments for capital expenditures as of December 31, ~~2022~~2023.

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 $716,~~486~~745,~~937~~786 and $27,~~020~~486,~~464~~937 at December 31, ~~2022~~2023 and ~~2021~~2022, respectively, had a working capital deficit of $69,~~630~~226,~~894~~243 and $26,~~583~~630,~~421~~894 at December 31, ~~2022~~2023 and ~~2021~~2022, respectively, had net losses of $59,~~466~~258,~~473~~849 and $15,~~372~~466,~~550~~473 for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, 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%).

On ~~March 24~~January 9, 2020, ~~the~~Mina ~~note~~Mar ~~obligation of $120~~Corporation,~~766~~ ~~held~~a byFlorida corporation ~~Emry~~(d/b/a ~~was~~Mina ~~partially~~Mar ~~sold~~Group) ~~$35~~acquired 50,000,000 shares of ~~the~~Series ~~face~~A ~~amount~~Convertible toPreferred Stock (the ~~preferred~~“Preferred ~~shareholder Saveene.~~Stock”) Onof ~~March~~Thunder ~~24,~~Energies ~~2020,~~Corporation ~~Saveene converted~~ (the ~~$35~~“Company”),~~000~~ ~~purchase~~from ~~into~~Hadronic 5Technologies,~~000~~ ~~shares~~Inc., ~~into~~a ~~series~~Florida Bcorporation. ~~and~~The 10purchase price of $94,~~000~~766 ~~shares~~for ofthe ~~series~~Preferred CStock ~~shares.~~was ~~The~~paid ~~face amount~~by the assumption of ~~the~~a Company note obligation ~~post~~of ~~the~~$85,766 ~~aforementioned~~by ~~conversions~~Emry ~~and~~Capital ~~purchases~~Inc ~~is $85~~(“Emry”),~~766~~ with asthe ofbalance ~~December~~paid ~~31,~~in ~~2022~~cash.

~~The~~On ~~Company accounts for an embedded conversion~~March ~~feature~~24, as2020, athe ~~derivative~~then ~~under~~current ~~ASC~~note ~~815-10-15-83~~obligation ~~and~~of ~~valued~~$120,766 ~~separately~~held ~~from~~by ~~the~~Emry ~~note~~was atpartially ~~fair~~sold ~~value.~~$35,000 ~~The~~of ~~embedded~~the ~~conversion~~face ~~feature~~amount ofto the ~~note~~ ispreferred ~~revalued~~shareholder Saveene. atOn ~~each~~March ~~subsequent~~24, ~~reporting~~2020, ~~date~~Saveene atconverted ~~fair~~the ~~value~~$35,000 ~~and~~purchase ~~any~~into ~~changes~~5,000 inshares ~~fair~~into ~~value~~series ~~will~~B ~~result~~and in10,000 ashares ~~gain~~of orseries ~~loss~~C ~~in those periods~~shares. The ~~Company~~face ~~recorded~~amount ~~a derivative liability~~ of ~~$85,590~~the ~~and~~Company ~~83,404~~note asobligation atpost ~~December~~the ~~31,~~aforementioned ~~2022~~conversions and ~~2021~~purchases ~~and,~~is ~~recorded a change in derivative liability of~~ $285,~~186~~766 ~~and~~as ~~$(40,776)~~of ~~during the years ended~~ December 31, 2022 ~~and 2021, respectively~~.

AsOn aJune 24, ~~result~~2020, ofEmry, ~~the~~holder ~~failure~~of toa ~~timely~~convertible ~~file~~promissory ~~our Form~~note ~~10-Q~~in ~~for~~principal ~~the~~amount ~~three-month~~of ~~periods~~$85,766 ~~ended~~dated ~~September~~April 3022, ~~2020~~2019, ~~March~~sold ~~31,~~50% ~~2022~~of each (Promissory Debentures and ~~2021,~~convertible ~~June~~promissory 30note), ~~2022,~~including accrued and ~~September~~unpaid ~~2022~~interest, fees and ~~the~~penalties, ~~Form 10-K~~in ~~for~~separate ~~the~~transactions ~~years~~to ~~ended~~third party ~~December 31~~companies, ~~2021~~SP11 ~~and~~Capital ~~2020,~~Investments ~~the~~and ~~Convertible~~E.L.S.R. ~~Notes~~CORP, ~~Payable~~Florida ~~were~~companies, insuch ~~default.~~that ~~The~~SP11 ~~Company~~Capital ~~recorded~~Investments ~~default interest of $22,452~~ and ~~$22,450~~E.L.S.R. ~~during~~CORP ~~the~~each hold ~~years~~50% ~~ended~~of ~~December~~each ~~31,~~respective ~~2022~~debt ~~and 2021, respectively~~instrument.

The Company ~~has~~accounts ~~not~~for ~~repaid~~an ~~this~~embedded ~~convertible note~~conversion feature as a derivative under ASC 815-10-15-83 and valued separately from the ~~convertible~~note at fair value. The embedded conversion feature of the note is ~~now~~revalued at each subsequent reporting date at fair value and any changes in ~~default~~fair value will result in a gain or loss in those periods. The Company isrecorded ~~currently~~a inderivative ~~discussions~~liability ~~with~~of ~~the~~$79,562 ~~note~~and ~~holder~~$85,590 toas ~~convert~~of ~~the~~December ~~GHS~~31, ~~Note~~2023 ~~into~~and 2022, respectively, and recorded ~~the~~a ~~Company’s~~change ~~common~~in ~~stock~~derivative ~~upon~~liability of $(6,028) and $2,186 during the ~~Company’s~~years ~~Reg~~ended ADecember ~~being~~31, ~~declared~~2023 ~~effective~~and 2022, respectively.

On April 17, 2023, the Company informed SP11 and ELSR Corporation of an illegal convertible promissory note (the “Notes”) in the name of Thunder Energies Corporation. The Notes are being cancelled by Thunder Energies Corporation as there is no record of consideration paid to the Company, the agreement for the Notes was not an arm’s length transaction with the lender and borrower, and it violates Chapter 687 of the 2022 Florida Statutes – Commercial Relations, Interest and Usury; Lending Practices. The Company will no longer accrue interest or penalties on these Notes. Prior to April 17, 2023, the Company recorded default interest of $14,931 and $7,602 in the years ended December 31, 2023 and 2022, respectively. Subsequent to April 17, 2023, the Company will continue to recognize the Notes and accrued interest recorded in the Consolidated Balance Sheets with a total balance due of $6,810,915 ($120,766 of Notes and $6,690,149 of accrued interest) as of April 17, 2023.

$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~~2023 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. OnThe ~~July 19, 2021, the~~ Company ~~entered~~ ~~into~~recorded ~~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 $1172,~~680~~963 inand ~~the year ended December 31, 2021. The Company recorded default interest of~~ $43,419 ~~and $12,708~~ during the years ended December 31, ~~2022~~2023 and ~~2021~~2022, 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.42

$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~~periods 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 $79134,~~767~~083 and $2379,~~321~~720 ~~during~~for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively.

32The Company has not repaid this convertible note and the convertible note is now in default. On March 27, 2023, Moshe Zuchaer (“Plaintiff”) filed a complaint against Thunder Energies Corporation (“Thunder”) in the pending 17th Judicial Circuit Court in and for Broward County, Florida, (the “Florida Court”), Case Number CACE-23-011885 (the “Complaint”).

The ~~Company~~Complaint ~~has~~alleges ~~not~~that ~~repaid~~the ~~this~~Plaintiff ~~convertible note~~holds ~~and~~a ~~the~~matured convertible promissory note istotaling ~~now~~$487,372 incomprised ~~default.~~of ~~The~~$410,000 ~~Company~~principal isand ~~currently~~$77,372 inaccrued ~~discussions~~interest. ~~with~~In ~~the~~addition, ~~note~~Mr. Zuchaer ~~holder~~claims he is entitled to ~~convert~~a ~~the~~default ~~Note~~premium ~~into~~equaling 5% of the ~~Company’s~~ ~~common~~outstanding ~~stock~~principal ~~upon~~and ~~the~~interest ~~Company’s~~and ~~Reg~~a Aper ~~being~~diem ~~declared~~interest ~~effective~~of approximately $90.

On December 21, 2023, the Company was notified that Zuchaer was awarded a judgement in the amount of approximately $527,498 plus costs and attorney fees for a judgement totaling $533,268. In addition, Mr. Zuchaer is entitled to interest at the rate of approximately $117 per day from August 10, 2023 through September 15, 2023, all of which shall bear interest thereafter at the rate of 5.52% per year. The Company has recorded this liability under short-term convertible notes payable and accrued interest in the Balance Sheet.

A court hearing has been scheduled for June 20, 2024 in which the Company must appear to explain why the Company has failed to comply with the judgement.

No assurance can be made that this matter together with the potential for reputational harm, will not result in a material financial exposure, which could have a material adverse effect on the Company's financial condition, results of operations, or cash flows.

2024 Note

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~~December 311, 2024 for aggregate gross proceeds of $~~825~~1,~~600~~776,275 (including $1,500 against which services were received) ~~during~~through ~~the year ended~~ December 31, ~~2022~~2023. ~~Subsequent~~Notes tototaling ~~December 31~~$325,000 ~~2022,~~issued ~~the~~in ~~Company~~fiscal ~~offered~~2023 and ~~sold~~December an2022 ~~additional~~allows ~~$306,200~~for of the ~~April~~repurchase ~~2022 Notes~~of ~~bearing~~up noto ~~interest~~a ~~and~~total ~~are~~of ~~due and payable on various dates from June 30~~421,428 converted ~~2023~~common ~~through~~shares ~~September~~at ~~30, 2023~~$2.50 Inper ~~addition,~~share ~~two~~and notes totaling $300,000 issued in ~~December~~fiscal ~~2022~~year ~~and January~~ 2023 allows for the repurchase of up to a total of ~~200~~300,000 converted common shares at $2.5075 per share should the Company fail to meet the ~~Reg~~Regulation 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 $0.05 per share for notes amounting to $102,000, $0.07 per share for notes amounting to $~~598~~905,~~600~~575, ~~and~~ $0.70 per share for notes amounting to $309,200, and $1.00 per share for notes amounting to $~~227~~462,~~000~~500 into the Company’s common stock if before any public offering. The ~~Note~~April ~~includes~~2022 Notes include 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~~December 131, 2023 for Holder to meet the " “live"” requirement. Should Holder not meet the " “live"” requirement by ~~May~~December 131, 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. The Company is currently in discussions with the Holder to extend the “live” requirement. With regard to the amended agreement that featured a December 31, 2023 manifestation deadline, both parties have mutually agreed to await the approval of the RORAP coins presence on the Monetaforge Marketplace by the first week of April 2024, which will facilitate the beginning of RORAP's presence on multiple digital coin exchange platforms over the next 90 days”.

Promissory Debenture

On February 15, 2020, the Company entered into Promissory Agreement and Convertible Debentures (“Promissory Debentures”) with Emry for a principal sum of $70,000 (which was paid in two tranches: $50,000, paid on February 15, 2020, and $20,000, paid in April 2020). The Promissory Debentures bear interest, both before and after default, at 15% per month, calculated and compounded monthly. At the election of the holder, at any time during the period between the date of issuance and the one-year anniversary of the Promissory Debentures, the Promissory Debentures are convertible into shares of the Company’s common stock at a conversion price of $0.001 per share. In addition, the Promissory Debentures provide for an interest equal to 15% of TNRG annual sales, payable on the 2^nd day following the date of issuance of the Company’s audited financial statements.

On June 24, 2020, Emry, holder of (i) Promissory Debentures in principal amount of $70,000 dated February 15, 2020, and (ii) that certain convertible promissory note in principal amount of $85,766 dated April 22, 2019, sold 50% of each (Promissory Debentures and convertible promissory note), including accrued and unpaid interest, fees and penalties, in separate transactions to third party companies, SP11 Capital Investments and E.L.S.R. CORP, Florida companies, such that SP11 Capital Investments and E.L.S.R. CORP each hold 50% of each respective debt instrument.

On October 4, 2020, SP11 converted $35,000 of its Promissory Debentures at $0.01 per share into 3,500,000 shares of the Company’s common stock. On November 22, 2021, the loan of $48,000 and accrued and unpaid interest of $573,798 totaling $621,798 was forgiven by EMRY. On April 17, 2023, the Company informed SP11 and ELSR Corporation of an illegal convertible promissory note (the “Notes”) in the name of Thunder Energies Corporation. The Notes are being cancelled by Thunder Energies Corporation as there is no record of consideration paid to the Company, the agreement for the Notes was not an arm’s length transaction with the lender and borrower, and it violates Chapter 687 of the 2022 Florida Statutes – Commercial Relations, Interest and Usury; Lending Practices. The Company will no longer accrue interest or penalties on these Notes. The Company will continue to recognize the Notes and accrued interest recorded in the Consolidated Balance Sheets with a total balance due of $6,810,915 ($120,766 of Notes and $6,690,149 of accrued interest) as of April 17, 2023.

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. Fourth & One converted the promissory note of $4,000,000 into 2,000,000 shares of the Company’s common stock. Should the Coins not go “live” by August 30, 2023, the Company will exchange the Coins requirement with 725,000 shares of the Company’s common stock, valued at $1,450,000 (“Exchange”), but Fourth & One must first exercise their right to return the Coins to the Company. On November 17, 2023, Fourth & One exercised their right and returned the 2,000 Coins to finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000 common shares. In addition, the Amendment allows for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share should the Company fail to meet the Regulation A Tier II offering of $3.00 per share by December 31, 2023. As of the date of this filing, the Securities and Exchange Commission (“SEC”) has not authorized the Company’s Regulation A Tier II offering and therefore, the Amendment for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share remains a contingency.

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~~reentered 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~~ (“Coins”), valued at $1,450,000 (combined “Related Liabilities”). ~~The promissory~~On ~~note~~May ~~provides~~30, ~~for~~2023, nothe ~~interest~~Fourth & One agreement contingencies were removed and ~~matured~~the onCompany recorded ~~March~~an ~~31,~~investment ~~2023~~and Related Liabilities totaling $5,450,000 (~~“Maturity~~$4,000,000 ~~Date”~~as a convertible promissory note and $1,450,000 presented as other current liabilities in the balance sheet). InFourth ~~addition,~~& One converted the promissory note ~~provides~~of ~~that~~$4,000,000 into 2,000,000 shares of the Company’s ~~may~~common ~~convert~~stock. ~~all~~Should ~~amounts~~the atCoins ~~any~~not ~~time~~go ~~prior~~“live” toby ~~the~~August ~~Maturity~~30, ~~Date~~2023, ~~and~~the ~~after~~Company ~~gaining~~will ~~approval~~exchange by the Coins ~~Securities~~requirement ~~and~~with ~~Exchange~~725,000 ~~Commission~~shares of the Company’s ~~REG~~common Astock, IIvalued at $31,450,000 ~~per~~(“Exchange”), ~~share~~but ~~Offering and~~ Fourth & One must ~~may~~first ~~convert~~exercise ~~all amounts~~their ~~into~~right ~~common~~to ~~stock~~return ~~prior~~the Coins to the ~~Maturity~~Company. ~~Date~~On atNovember a17, ~~conversion~~2023, ~~price~~Fourth of& $One exercised their right and returned the 2~~.00~~,000 ~~per~~Coins ~~share.~~to ~~The~~finalize ~~Agreement~~the ~~also~~Exchange ~~provides~~and ~~that should~~on December 1, 2023 the Company issued Fourth & One ~~not~~725,000 becommon ~~able~~shares. toIn ~~convert~~addition, the Amendment allows for the ~~Coins~~repurchase onof orup ~~before~~to ~~June~~a 1total of 2,725,000 ~~2023~~common shares at a$3.00 ~~conversion~~per ~~ratio~~share should the Company fail to meet the Regulation A Tier II offering of $~~800~~3.00 per ~~Coin~~share by December 31, 2023. As of the date of this filing, the Securities and Exchange Commission (“SEC”) has not authorized the Company’s ~~will~~Regulation ~~purchase~~A ~~all~~Tier ofII offering and therefore, the ~~Coins~~Amendment for the repurchase of up to a total of $12,~~600~~725,000 ~~(2,000~~common ~~Coins~~shares at $~~800~~3.00 per ~~Coin)~~share onremains ~~June~~a 1contingency. On December 31, 2023., ~~The~~the ~~Company~~Agreement iswas ~~currently~~mutually incancelled ~~discussions~~as ~~with~~the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth & One toreturned ~~convert~~the 2,725,000 common shares and were cancelled by the ~~promissory~~Company ~~note~~resulting ~~into~~in the write-off of the Company’s ~~common~~investment in ~~stock~~Fourth & One of $5,450,000.

Sponsorship Agreement

Collateralized Bond Obligation Program

Financing Engagement Agreement

On ~~August~~April 254, ~~2022~~2023, the Company entered into aan ~~Legal~~engagement ~~Services~~letter ~~Agreement~~ with ~~The~~SP ~~George~~Securities ~~Law~~LLC ~~Group~~ in ~~connection~~which ~~with~~SP anSecurities ~~issuance~~will ofserve ~~multi-tranched~~as ~~securitization~~a ~~(“Financing”)~~corporate advisor for the Company’s market value ~~which~~collateralized bond obligation program. The consulting fee shall ~~utilize~~be a ~~pledge~~cash offee in the ~~Company’s~~amount ~~stock~~of ~~and~~(i) ~~other~~$15,000 ~~properties~~due ~~currently~~and ~~owned~~payable orat ~~under~~ the ~~Company’s~~signing of ~~control.~~this ~~The legal~~Agreement ~~fee~~and ~~shall~~$10,000 bedue ~~one-half~~and ofpayable ~~one~~on ~~percent~~April 17, 2023 and (~~0.5%~~ii) of$15,000 due and payable on the ~~par~~1st ~~amount~~day of ~~any~~each ~~Financing~~succeeding calendar month, commencing on May 1, 2023. The Company has paid a retainer fee of $4240,000 asduring ofthe year ended December 31, ~~2022~~2023 ~~which~~with ~~will~~a beprepaid balance ~~applied~~of to$40,000 ~~any~~and ~~fees~~$0 ~~incurred~~as inof ~~the~~December ~~Financing~~31, 2023 and 2022, respectively.

34On 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 has paid retainers of $36,020 and $42,000 during the years ended December 31, 2023 and 2022, respectively, with a prepaid balance of $78,020 and $42,000 as of December 31, 2023 and 2022, respectively.

Credit Rating Agreement

Land Purchase and Sale Agreement

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 January 15, 2024, Mr. Haynes Employment Agreement was amended for the following:

	·	employee reimbursements (car and cell phone) totaling $1,500 per month.
	·	Base salary increased to $13,500 per month on a bi-monthly basis starting January 15, 2024. The Company also approved a one-time $50,000 advance against future monthly compensation to be repaid $4,167 per payment through December 15, 2024.
	·	5,000,000 shares of TNRG common stock in the Company upon the effectiveness of the Company’s S-1.

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.

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.
	·	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 (included in stock-based compensation during the year ended December 31, 2023), and a bonus ~~based~~ of $1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company’s investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company’s Consolidated Statements of Operations as of December 31, 2023.
	·	a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, 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 June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 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. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 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.
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.~~48

	·	a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, 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 subsequent to the Company’s Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023.

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, 2023.

36During the years ended December 31, 2023 and 2022, the Company paid Top Flight $368,700 ($153,000 for monthly consulting services and $215,700 for goals-based bonus) and $324,600 ($171,600 for monthly consulting services and $153,000 for goals-based bonus), respectively, with a balance due of $205,300 and $247,000 as of December 31, 2023 and 2022, respectively. In January 2024, the Company paid Top Flight $525,000 ($205,300 balance due on consulting services due as of December 31, 2023 and $319,700 paid in advance for 2024 consulting services).

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 25,000,000 common shares, valued at $60150,000 (based on the Company’s stock price on the date of issuance) and vesting immediately. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted into 5,000 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. On May 22, 2023, the consultant converted 5,000 shares of the Series B Convertible Preferred Stock into 5,000,000 common shares.

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted into 2,000 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. On May 22, 2023, the consultant converted 2,000 shares of the Series B Convertible Preferred Stock into 2,000,000 common shares.

Stock Repurchase Agreement

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.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

The registrant qualifies as a smaller reporting company, as defined by SEC Rule 229.10(f)(1) and is not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data.

The report of the independent registered public accounting firm and the financial statements listed on the accompanying index at page F-1 of this report are filed as part of this report and incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

We did not have any disagreements on accounting and financial disclosure with our accounting firm during the reporting period.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-l5(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chairman and Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, under the supervision and with the participation of our Chairman and Principal Accounting Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in SEC Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report. Based on such evaluation, management identified deficiencies that were determined to be a material weakness.

Management’s Report on Internal Controls over Financial Reporting

The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-l5(f) of the Securities Exchange Act). Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013). Based on that assessment, management believes that, as of December 31, ~~2022~~2023, the Company’s internal control over financial reporting was ineffective based on the COSO criteria, due to the following material weaknesses listed below.

The specific material weaknesses identified by the company’s management as of end of the period covered by this report include the following:

we have not performed a risk assessment and mapped our processes to control objectives;

we have not implemented comprehensive entity-level internal controls;

we have not implemented adequate system and manual controls. As such, there was inadequate cross functional review of the debt agreements; and

	·	we do not have sufficient segregation of duties. As such, the officers approve their own related business expense reimbursements.

	·	At this time, we do not have a quailed financial expert on our board because we have not been able to hire a qualified candidate.

Despite the material weaknesses reported above, our management believes that our consolidated financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented and that this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Commission that permit us to provide only management’s report in this report.

Management's Remediation Plan

The weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible.

However, we plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes in the current fiscal year as resources allow:

	(i)	appoint additional qualified personnel to address inadequate segregation of duties and implement modifications to our financial controls to address such inadequacies.

	(ii)	appoint a quailed financial expert to our board to address inadequate segregation of duties and financial controls.

The remediation efforts set out herein will be implemented in the current 2023 fiscal year. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Management believes that despite our material weaknesses set forth above, our consolidated financial statements for the year ended December 31, ~~2022~~2023 are fairly stated, in all material respects, in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal year ended December 31, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

~~NONE~~During the year ended December 31, 2023, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

39Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

~~PART~~Not ~~III~~applicable

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers.

The names and ages of our directors and executive officers as of December 31, ~~2022~~2023 are set forth below. Our Bylaws provide for not less than one and not more than seven directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.

Name		Age		Position
Mr. Ricardo Haynes (1)		5758		Chairman, Principal Accounting Officer

__________

(1) Mr. Haynes was appointed Chairman and CEO on March 1, 2022. Mr. Haynes will serve as a director until the next annual shareholder meeting.

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

Mr. Haynes is 5558 years old. He is a highly accomplished business development executive with more than 20 years of experience in producing exponential revenue growth, cultivating enduring relationships within the hospitality and financial industry. Worked for Marriot Corporation for over 15 years in property development, licensing and investment. Also operated in the financial industry providing corporate bond placement and project financing. Total experience includes commercial real estate sales and loan origination with regional and nationally based lending institutions, corporate finance consulting. Grass roots development experience in creating and issuing collateralized bond obligation and related instruments. Over the last 5 years Mr. Haynes has worked assisting clients in construction financing in both commercial and hospitality markets with ~~Candela~~ Candela Group, Ltd. In Alberta, Canada.

Mr. Haynes’s qualifications to serve on our board of directors include his experience in commercial real estate development and financing.

Director Independence

We do not have any independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

	·	the director is, or at any time during the past three years was, an employee of the company;
	·	the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
	·	a family member of the director is, or at any time during the past three years was, an executive officer of the company;
	·	the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
	·	the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
	·	the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the company’s audit.

4053

Committees of the Board

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the directors can adequately perform the functions of such committees.

In lieu of an audit committee, the Company’s board of directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s consolidated financial statements and other services provided by the Company’s independent public accountants. The board of directors and the Chief Executive Officer of the Company review the Company’s internal accounting controls, practices and policies.

Audit Committee Financial Expert

Our board of directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

We believe that our directors are capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting. The directors of our Company do not believe that it is necessary to have an audit committee because management believes that the board of directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

Involvement in Certain Legal Proceedings.

~~First~~On ~~Capital~~March ~~Venture~~27, 2023, Moshe Zuchaer (“Plaintiff”) filed a complaint against Thunder Energies Corporation (“Thunder”) in the pending 17th Judicial Circuit Court in and for Broward County, Florida, (the “Florida Court”), Case Number CACE-23-011885 (the “Complaint”).

OnThe ~~November~~complaint 3,alleges ~~2020,~~that ~~First~~the ~~Capital~~Plaintiff ~~Venture Co.,~~holds a ~~subsidiary~~matured ofconvertible ~~the~~promissory ~~client,~~note ~~d/b/a~~totaling ~~Diamond CBD~~$487,372 ~~filed~~comprised aof ~~civil~~$410,000 ~~complaint~~principal ~~against~~and ~~Thunder~~$77,372 ~~Energies~~accrued ~~Corporation~~interest. ~~(the~~In ~~“Defendants”)~~addition, Mr. inZuchaer ~~the~~claims ~~pending~~he ~~17th~~is ~~Judicial~~entitled ~~Circuit~~to ~~Court~~a indefault ~~and~~premium ~~for~~equaling ~~Broward~~5% ~~County,~~of ~~Florida, (~~the ~~“Florida~~outstanding ~~Court”),~~principal ~~Case~~and ~~Number~~interest ~~CACE-20-019111 (the~~and ~~“Complaint”)~~a per diem interest of approximately $90.

On ~~January~~December 2621, ~~2021~~2023, ~~Plaintiffs~~the ~~were~~Company ~~erroneously granted~~was annotified ~~Order~~that Zuchaer ofwas ~~Default~~awarded toa ~~which~~judgement in the ~~Defendants~~amount ~~immediately~~of ~~pointed~~approximately ~~out~~$527,498 toplus ~~the~~costs ~~Court~~ and onattorney ~~February~~fees 23for a judgement totaling $533,268. In ~~2021~~addition, anMr. ~~Order~~Zuchaer ~~Vacating~~is ~~the Default~~entitled ~~was~~to ~~granted~~interest inat ~~favor~~the rate of ~~the~~approximately ~~Defendants.~~$117 ~~The~~per ~~Plaintiff~~day ~~knew~~from August 10, or2023 ~~should~~through ~~have~~September ~~known~~15, 2023, ~~that~~all of which shall bear interest thereafter at the ~~Order~~rate of ~~Default~~5.52% ~~was~~per ~~not~~year. ~~valid~~The ~~but they~~Company ~~proceeded~~has onrecorded ~~February~~this 9,liability ~~2021~~under toshort-term convertible ~~publish~~notes ~~false~~payable and ~~misleading~~accrued ~~press~~interest ~~releases~~in the Balance Sheet.

OnA ~~November~~court ~~23,~~hearing ~~2022~~has ~~(“Settlement~~been ~~Date”), Mr.~~scheduled ~~Shvo~~for ~~settled~~June ~~with~~20, ~~First~~2024 in ~~Capital~~which ~~Venture on behalf of~~ the ~~Defendants~~Company ~~for~~must ~~$11,500~~appear to beexplain ~~paid~~why ~~within ten (10) days from~~ the ~~Settlement Date.~~Company Onhas ~~November~~failed ~~23,~~to ~~2022,~~comply with the ~~settlement payment of $11,500 was paid~~judgement.

41No assurance can be made that this matter together with the potential for reputational harm, will not result in a material financial exposure, which could have a material adverse effect on the Company's financial condition, results of operations, or cash flows.

~~Filing of Complaint Against Certain Former Officers and Other Parties~~54

OnWe ~~October~~may ~~14,~~become ~~2021~~involved ~~Nature Consulting,~~in ~~LLC,~~material alegal ~~wholly owned subsidiary, filed a complaint~~ proceedings in the ~~United~~future. ~~States~~To ~~District Court of~~ the ~~Southern~~best ~~District~~our ~~of Florida against Or-El Ben Simon~~knowledge, ~~individually,~~none ~~Adam Levy (previously the Chief Executive Officer~~ of ~~the~~our ~~Company)~~directors, ~~individually,~~officers ~~Solange~~or ~~Baruk (previously~~affiliates ais ~~bookkeeper~~involved ofin ~~the Company), individually, DVP Distro, LLC,~~ a ~~Florida~~legal ~~limited~~proceeding ~~liability~~adverse ~~company,~~to ~~Custom Graphics 2011, Inc.~~our abusiness ~~Florida~~or ~~corporation,~~has ~~Beso Group, LLC,~~ a ~~Florida~~material ~~limited~~interest ~~liability~~adverse ~~company,~~to ~~and~~our ~~Tops Consulting, LLC a Florida limited liability company (collectively, the “Defendants”)~~business. ~~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

(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

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;

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

As a result of the actions of the Defendants, the Company recorded a net 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	)

Rocket Systems – Discontinued Operations

Plaintiff has demanded that the remainder of the product order be canceled and the refund of $43,812 be issued. In addition, the Plaintiff sought prejudgment interest and costs of this action.

This contingency remained with Nature and is not a contingency for the Company per the Bear Village acquisition (see Note 1).

Home Remedies CBD – Discontinued Operations

On July 19, 2022, THP agreed to pay Plaintiff a settlement of $15,000. This contingency remained with Nature and is not a contingency of the Company per the Bear Village acquisition (see Note 1).

Apart from the involvement in certain legal proceedings, there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders of decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past ten years.

The Board of Directors acts as the Audit Committee, and the Board has no separates committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such expert. The Company intends to continue to search for a qualified individual for hire.

A. Significant Employees. None.

B. Family Relationships. None.

C. Involvement in Certain Legal Proceedings. There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders of decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past ten years.

D. The Board of Directors acts as the Audit Committee, and the Board has no separates committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such expert. The Company intends to continue to search for a qualified individual for hire.

Conflicts of Interest

Certain potential conflicts of interest are inherent in the relationships between our officers and directors and us.

From time to time, one or more of our affiliates may form or hold an ownership interest in and/or manage other businesses both related and unrelated to the type of business that we own and operate. These persons expect to continue to form, hold an ownership interest in and/or manage additional other businesses which may compete with our business with respect to operations, including financing and marketing, management time and services and potential customers. These activities may give rise to conflicts between or among the interests of us and other businesses with which our affiliates are associated. Our affiliates are in no way prohibited from undertaking such activities, and neither we nor our shareholders will have any right to require participation in such other activities.

We may transact business with some of our officers, directors and affiliates, as well as with firms in which some of our officers, directors or affiliates have a material interest, potential conflicts may arise between the respective interests of us and these related persons or entities. We believe that such transactions will be effected on terms at least as favorable to us as those available from unrelated third parties. As of this filing, we have not transacted business with any officer, director, or affiliate.

With respect to transactions involving real or apparent conflicts of interest, we have adopted policies and procedures which require that: (i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval, (ii) the transaction be approved by a majority of our disinterested outside directors, and (iii) the transaction be fair and reasonable to us at the time it is authorized or approved by our directors.

Our policies and procedures regarding transactions involving potential conflicts of interest are not in writing. We understand that it will be difficult to enforce our policies and procedures and will rely on and trust our officers and directors to follow our policies and procedures. We will implement our policies and procedures by requiring the officer or director who is not in compliance with our policies and procedures to remove himself and the other officers and directors will decide how to implement the policies and procedures, accordingly.

Section 16(a) Beneficial Ownership Reporting Compliance

Our shares of common stock are registered under the Exchange Act, and therefore our officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon our review of reports submitted to us during the fiscal year ended December 31, ~~2022~~2023, the following table sets forth the name of any such person that failed to file the required forms on a timely basis, including the number of late reports, the number of transactions not reported on a timely basis and any known failure to file a required form.

Name		Number of late reports		Number of transactions not reported timely
Mr. Ricardo Haynes		None		None

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors. In addition to the Code of Business Conduct and Ethics, our principal executive officer, principal financial officer and principal accounting officer are also subject to written policies and standards that are reasonably designed to deter wrongdoing and to promote: honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to the SEC and in other public communications made by us; compliance with applicable government laws, rules and regulations; the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and accountability for adherence to the code. We have posted the text of our Code of Business Conduct and Ethics on our Internet website, www.slpc1.com. We intend to disclose future amendments to, or waivers from, certain provisions of our Code of Business Conduct and Ethics, if any, on our above Internet website within four business days following the date of such amendment or waiver.

Legal Proceedings.

To the best of our knowledge, except as set forth herein, none of the directors or director designees to our knowledge has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.

Meetings and Committees of the Board of Directors.

We do not have a nominating committee of the Board of Directors, or any committee performing similar functions. Nominees for election as a director are selected by the Board of Directors.

We do not yet have an audit committee or an audit committee financial expert. We expect to form such a committee composed of non-employee directors when such individuals are added to the board of directors. We may in the future attempt to add a qualified board member to serve as an audit committee financial expert in the future, subject to our ability to locate and compensate such a person. Despite the lack of an audit committee, those members of the board of directors that would otherwise be on our audit committee will continue to analyze and investigate our actual and potential businesses prospects as members of our board of directors. Furthermore, our entire board of directors is aware of the importance of the financial and accounting due diligence that must be undertaken in furtherance of our business and they intend to conduct a comprehensive accounting financial analysis of the Company’s business.

Item 11. Executive Compensation.

The following table sets forth information concerning the annual and long-term compensation of our Chief Executive Officer, and the executive officers who served at the end of the fiscal year December 31, ~~2022~~2023, for services rendered in all capacities to us. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.”

Summary Compensation Table - Officers

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
		Salary	Bonus	Stock Awards	Option Awards	Non-equity Incentive plan Compensation	Nonqualified deferred compensation earnings	All other Compensation	Total
Name and principal		Salary	Bonus	Stock Awards	Option Awards	Non-equity Incentive plan Compensation	Nonqualified deferred compensation earnings	All other Compensation	Total
Name and principal position	Year	($)	($)	($)	($)	($)	($)	($)	($)
position	Year	($)	($)	($)	($)	($)	($)	($)	($)
Mr. Ricardo Haynes,	~~2022~~2023	47164,~~708~~671	-0-	-0-	-0-	-0-	-0-	-0-	47164,~~708~~671
	2022	47,708	-0-	-0-	-0-	-0-	-0-	-0-	47,708
Chairman and CEO(1)	2021	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

__________

(1) Mr. Haynes was appointed March 1, 2022.

Director Compensation

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
	Fees Earned or Paid in Cash	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Nonqualified deferred compensation earnings	All Other Compensation	Total
Name and principal	Fees Earned or Paid in Cash	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Nonqualified deferred compensation earnings	All Other Compensation	Total
Name and principal position	($)	($)	($)	($)	($)	($)	($)
position	($)	($)	($)	($)	($)	($)	($)
Mr. Ricardo Haynes,	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Chairman

_________

(1) Mr. Haynes was appointed March 1, 2022.

The Company’s director is an employee of the Company and has not been separately compensated for his service to the Company as a director.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.

Compensation Committee Interlocks and Insider Participation.

As of this filing, our Board of Directors consisted of Mr. Ricardo Haynes. At present, the Board of Directors has not established any committees.

Director Compensation.

	·	$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 January 15, 2024, Mr. Haynes Employment Agreement was amended for the following:

	·	employee reimbursements (car and cell phone) totaling $1,500 per month.
	·	Base salary increased to $13,500 per month on a bi-monthly basis starting January 15, 2024. The Company also approved a one-time $50,000 advance against future monthly compensation to be repaid $4,167 per payment through December 15, 2024.
	·	5,000,000 shares of TNRG common stock in the Company upon the effectiveness of the Company’s S-1.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of December 31, ~~2022~~2023, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable. Subject to community property laws, where applicable, the persons or entities named below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner (1)		Percent of Class (2)
Common Stock	Mr. Ricardo Haynes PMB 388, 8570 Stirling Rd. Suite 102 Hollywood, FL 33024		5,580,172		4.7%
Common Stock	Top Flight Consulting PMB 388, 8570 Stirling Rd. Suite 102 Hollywood, FL 33024		8,666,666		7.2%
Common Stock	Mr. Rodney Zehner PMB 388, 8570 Stirling Rd. Suite 102 Hollywood, FL 33024		10,000,000		8.4%
Common Stock	Mr. Yogev Shvo (1) PMB 388, 8570 Stirling Rd. Suite 102 Hollywood, FL 33024		5,000,000		4.2%
Common Stock	Officers and Directors as a group		5,580,172		4.7%

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner (1)		Percent of Class (2)
Common Stock	Mr. Ricardo Haynes PMB 388, 8570 Stirling Rd. Suite 102 Hollywood, FL 33024		25,000,000		32.4%
Common Stock	Top Flight Consulting PMB 388, 8570 Stirling Rd. Suite 102 Hollywood, FL 33024		20,000,000		25.9%
Common Stock	Mr. Rodney Zehner PMB 388, 8570 Stirling Rd. Suite 102 Hollywood, FL 33024		5,000,000		6.5%
Common Stock	Mr. Yogev Shvo (1) PMB 388, 8570 Stirling Rd. Suite 102 Hollywood, FL 33024		5,000,000		6.5%
Common Stock	Officers and Directors as a group		25,000,000		32.4%

___________

	(1)	Mr. Shvo is the Company’s previous Chairman and CEO.
	(2)	Based on total of 77112,~~140~~665,~~735~~039 common shares outstanding.

The following table sets forth, as of March 31, 2023, the number of shares of our Series “A”, “B”, and “C” Convertible Preferred Stock owned of record and beneficially by our executive officers, directors and persons who beneficially own more than 5% of such outstanding shares.58

Name and Address of Beneficial Owner

Series

Amount and Nature of Beneficial Ownership

Percentage of Class

The Preferred Shareholders of Bear Village, Inc. (1) 4002 Highway 78, Suite 530, Box 296 Snellville, GA 30039

50,000,000

100%

The Preferred Shareholders of Bear Village, Inc. (2) 4002 Highway 78, Suite 530, Box 296 Snellville, GA 30039

5,000

100%

The Preferred Shareholders of Bear Village, Inc. (3) 4002 Highway 78, Suite 530, Box 296 Snellville, GA 30039

10,000

100%

The following table sets forth, as of March 31, 2024, the number of shares of our Series “A”, “B”, and “C” Convertible Preferred Stock owned of record and beneficially by our executive officers, directors and persons who beneficially own more than 5% of such outstanding shares.

Name and Address of Beneficial Owner

Series

Amount and

Nature of

Beneficial Ownership

Percentage of

Class

The Preferred Shareholders of Bear Village, Inc. (1)
4002 Highway 78, Suite 530, Box 296
Snellville, GA 30039

50,000,000

100%

The Preferred Shareholders of Bear Village, Inc. (2)
4002 Highway 78, Suite 530, Box 296
Snellville, GA 30039

48,100

100%

The Preferred Shareholders of Bear Village, Inc. (3)
4002 Highway 78, Suite 530, Box 296
Snellville, GA 30039

10,000

100%

___________

	(1)	The Series “A” Convertible Preferred Stock has 15 votes per share and is convertible into 10 shares of our common stock at the election of the shareholder.
	(2)	The Series “B” Convertible Preferred Stock has 1,000 votes per share and is convertible into 1,000 shares of our common stock at the election of the shareholder.
	(3)	The Series “C” Convertible Preferred Stock has 1,000 votes per share and is non-convertible into shares of our common stock.

Transactions with Related Persons, Promoters and Certain Control Persons.

Other than compensation arrangements, we describe below transactions and series of similar transactions, since January 1, 2021 (i.e., the last two completed fiscal years), to which we were a party or will be a party, in which the amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years; and any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest. Compensation arrangements, including employment agreements, for our directors and named executive officers are described elsewhere in “Executive Compensation - Agreements with Executive Officers.”

In April 2023, the Company advanced an officer $3,000 with no amounts repaid. The Company is in process to have this amount repaid.

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.
	·	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~~January 115, ~~2022~~2024, ~~the Company entered into Employment Agreements with individuals for positions in the Company~~Mr. ~~Each~~Haynes ~~of the~~ Employment ~~agreements~~Agreement ~~shall~~was ~~begin~~amended 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:

· Msemployee reimbursements (car and cell phone) totaling $1,500 per month. ~~Tori~~· ~~White~~Base salary increased to $13,500 ~~Director~~per ~~real~~month ~~Estate~~on ~~Development~~a bi-monthly basis starting January 15, 2024. The Company also approved a one-time $50,000 advance against future monthly compensation to be repaid $4,167 per payment through December 15, 2024. · 5,000,000 shares of TNRG common stock in the Company upon the effectiveness of the Company’s S-1.

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 month’s 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.

Consulting Agreements

1.	aUp ~~total~~to ~~of 15~~50,000,000 common shares ~~issued~~and ~~on the inception of the agreement of April~~ $6, ~~2022~~000,000 ~~valued~~as atbonuses ~~$450,000 (~~based on the ~~Company’s~~goals ~~stock~~outlined ~~price~~in on the ~~date~~agreement ofas ~~issuance) and vesting immediately.~~follows:
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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.
	·	a total of 512,000,000 common shares issued on ~~December~~January 155, ~~2022~~2023, valued at $1,140,000 (based on the Company’s stock price on the date of issuance), vesting immediately (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $~~400~~1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company’s ~~execution~~investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023. On December 31, 2023, the ~~Joint~~Kinsley ~~Marketing~~Mountain ~~and~~Agreement ~~Advertising~~was mutually cancelled as the Kinsley Mountain Agreement ~~with~~would not allow the ~~Las~~Company ~~Vegas~~to ~~Aces~~meet ~~professional~~the ~~Women~~requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company’s ~~basketball~~Consolidated ~~team~~Statements of Operations as of December 31, 2023.
	·	a total of 1228,000,000 common shares, ~~issued~~vesting onimmediately ~~January~~and 5recorded as stock-based compensation, ~~2023~~and a bonus of $2,800,000 ~~valued~~resulting atfrom the activation of the $140,~~140~~000,000 ~~(based~~RoRa coins on a recognized exchange which is expected to occur in June 2024. On May 17, 2023, the Company’s ~~stock~~amended ~~price~~the onConsulting Agreement to issue the ~~date~~shares and bonus in advance of ~~issuance)~~achieving these remaining consideration terms. Top Flight converted 28,000,000 ~~vesting~~common ~~immediately~~shares into 28,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and aconverts ~~bonus~~into ~~based~~one ofthousand $(1,~~200,~~000) ~~resulting~~shares ~~from~~of the Company’s ~~investment~~common instock. ~~Kinsley~~The ~~Mountain~~Company ~~mineral,~~issued ~~resources~~28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the RoRa coins on a recognized exchange. There are no restrictions on these common shares and ~~water~~the ~~rights~~Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023.
	·	a total of 285,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $21,~~800~~600,000 resulting from the ~~activation~~Company’s investment and promotion of Bear Village Resort’s facilities in Tennessee and Georgia which is expected to occur subsequent to the Company’s Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $400.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 ~~RoRa~~common ~~coins~~shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on athese ~~recognized~~common ~~exchange~~shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 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.
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.

5061

	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, 2023.

Preferred Stock

During ~~February~~fiscal ~~and March~~ 2023, ~~related party~~ holders of 5797,~~000~~100,000 shares of common stock (90,000,000 shares from related parties and 7,100,000 shares from third parties) elected to exchange these shares for an aggregate of 5797,~~000~~100 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.

Policies and Procedures for Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions with our executive officer(s), director(s) and significant shareholders. We rely on our board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of our board of directors, or an appropriate committee thereof.

Director Independence.

We have not:

	·	Established our own definition for determining whether our director or nominees for directors are “independent” nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current directors would not be deemed to be “independent” under any applicable definition given that he is an officer of the Company; nor,

	·	Established any committees of the Board of Directors.

Given the nature of our Company, its limited shareholder base and the current composition of management, the Board of Directors does not believe that we require any corporate governance committees at this time. The Board of Directors takes the position that management of a target business will establish:

	·	Its own Board of Directors

	·	Establish its own definition of “independent” as related to directors and nominees for directors

	·	Establish committees that will be suitable for its operations after the Company consummates a business combination

Item 14. Principal Accounting Fees and Services.

	2022		2021
	2023		2022
Audit fees(1)	$	4670,~~000~~500	$	3767,~~500~~000
Audit related fees(1)	$	21,000	$	21,000
Audit related fees(2)	$	–	$	–
Tax fees	$	–	$	–
All other fees	$	–	$	–

________________________

(1) “Audit fees” and “Audit related fees” are fees billed or billable by our external auditor for services provided in auditing and reviewing our Company’s financial statements for the respective years.

	⁽¹⁾	“Audit fees” are fees billed or billable by our external auditor for services provided in auditing and reviewing our financial statements for the respective years.
	⁽²⁾	“Audit-related fees” relate to professional services that are reasonably related to the performance of the audit or review of our financial statements.

The Company does not currently have an audit committee. The normal functions of the audit committee are handled by the board of directors.

5163

PART IV

Item 15. Exhibits, Financial Statement Schedule.

Exhibit Number and Description				Location Reference

(a)	Financial Statements			Filed herewith

(b)	Exhibits required by Item 601, Regulation S-K;

	(3.0)	Articles of Incorporation

		(3.1)	Initial Articles of Incorporation filed with Form 10 Registration Statement on July 21, 2011	See Exhibit Key

		(3.2)	Amendment to Articles of Incorporation dated July 29, 2013	See Exhibit Key

		(3.3)	Amendment to Articles of Incorporation dated October 7, 2013	See Exhibit Key

		(3.4)	Amendment to Articles of Incorporation dated April 25, 2014	See Exhibit Key

		(3.5)	Bylaws filed with Form 10 Registration Statement on July 21, 2011	See Exhibit Key

	(10.1)	Stock Purchase Agreement with Northbridge Financial, Inc.		See Exhibit Key

	(11.1)	Statement re: computation of per share Earnings		Note 3 to Financial Stmts.

	(14.1)	Code of Ethics		See Exhibit Key

	(31.1)	Certificate of Chief Executive Officer And Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Filed herewith

	(32.1)	Certification of Chief Executive Officer And Principal Financial and Accounting Officer Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Filed herewith

(101.INS)		XBRL Instance Document		Filed herewith
(101.SCH)		XBRL Taxonomy Ext. Schema Document		Filed herewith
(101.CAL)		XBRL Taxonomy Ext. Calculation Linkbase Document		Filed herewith
(101.DEF)		XBRL Taxonomy Ext. Definition Linkbase Document		Filed herewith
(101.LAB)		XBRL Taxonomy Ext. Label Linkbase Document		Filed herewith
(101.PRE)		XBRL Taxonomy Ext. Presentation Linkbase Document		Filed herewith

Exhibit Key

3.1	Incorporated by reference herein to the Company’s Form 10 Registration Statement filed with the Securities and Exchange Commission on July 21, 2011.
3.2	Incorporated by reference herein to the Company’s Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 15, 2013.
3.3	Incorporated by reference herein to the Company’s Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 15, 2013.
3.4	Incorporated by reference herein to the Company’s Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 13, 2018.
3.5	Incorporated by reference herein to the Company’s Form 10 Registration Statement filed with the Securities and Exchange Commission on July 21, 2011.
10.0	Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on March 2, 2018.
14.0	Incorporated by reference herein to the Company’s Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on January 17, 2012.

5264

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THUNDER ENERGIES CORPORATION

NAME	TITLE	DATE
/s/ Ricardo Haynes	Principal Executive Officer, Principal Accounting Officer, Chairman of the Board of Directors	~~March~~April 3115, ~~2023~~2024
Ricardo Haynes

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants

Which Have Not Registered Securities Pursuant to Section 12 of the Act

None.

5365

THUNDER ENERGIES CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 6651)		F-2
Consolidated Balance Sheets at December 31, 2022 and 2021		F-3
Consolidated Balance Sheets at December 31, 2023 and 2022		F-3
Consolidated Statements of Operations for the years ended December 31, 2022 and 2021		F-4
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022		F-4
Consolidated Statement of Changes in Shareholders’ Deficit for the years ended December 31, 2022 and 2021		F-5
Consolidated Statement of Changes in Shareholders’ Deficit for the years ended December 31, 2023 and 2022		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-7
Notes to Consolidated Financial Statements		F-78

F-1

Report of Independent Registered Public Accounting Firm

~~To the~~ Board of Directors and ~~Stockholders of Thunder Energies Corporation~~Shareholders

~~Opinion~~Thunder onEnergies ~~the Consolidated Financial Statements~~Corporation

WeOpinion ~~have~~on ~~audited~~ the ~~accompanying~~Financial consolidated balance sheets of Thunder Energies Corporation and its subsidiary (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.Statements

~~Going~~We ~~Concern~~have audited the accompanying consolidated balance sheets of Thunder Energies Corporation (the “Company”) as of December 31, 2023, and 2022, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Thunder Energies Corporation as of December 31, 2023, and 2022, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~The~~Explanatory ~~accompanying~~Paragraph ~~consolidated~~– ~~financial~~Going ~~statements~~Concern have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s significant operating losses and discontinued operations raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying 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 $16,745,786 and $7,486,937 at December 31, 2023 and 2022, respectively, a working capital deficit of $9,226,243 and $6,630,894 at December 31, 2023 and 2022, respectively, a net loss of $9,258,849 and $5,466,473 for the years ended December 31, 2023 and 2022, respectively, and net cash used in operating activities of $1,013,960 and $775,219 for the years ended December 31, 2023 and 2022, respectively, with no 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.

Basis for Opinion

These ~~consolidated~~ financial statements are the ~~responsibility~~ responsibility of the ~~Company~~entity’s management. Our responsibility is to express an opinion on ~~the~~these ~~Company’s consolidated~~ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to ~~the~~Thunder ~~Company~~Energies Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material misstatement, whether due to error or fraud. ~~The~~Thunder ~~Company~~Energies Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the ~~Company~~entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the ~~consolidated~~ financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the ~~consolidated~~ financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the ~~consolidated~~ financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Kreit & Chiu CPA LLP

~~(Formerly~~We ~~Paris,~~have ~~Kreit~~served &as ~~Chiu~~Thunder ~~CPA~~Energies ~~LLP)~~Corporation auditor since 2020.

New York, NYNew York

~~March~~April 3115, ~~2023~~2024

We have served as the Company’s auditor since 2020.

F-2

THUNDER ENERGIES CORPORATION

Consolidated Balance Sheets

	December 31,
	2022			2021
	2023			2022
ASSETS
Current assets:
Cash	$	~~48,881~~596		$	–48,881
Notes receivable - related party		267,~~200~~403			–26,200
Deferred offering costs		~~9,000~~–			–9,000
Prepaid expenses		61146,~~811~~520			–61,811
Total current assets		~~145~~154,~~892~~519			–145,892
Total assets	$	~~145~~154,~~892~~519		$	–145,892
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	821,~~819~~180,382		$	7082,~~971~~819
Accrued expenses		~~283~~58,~~745~~300			–283,745
Derivative liability		8579,~~590~~562			8385,~~404~~590
Short-term convertible notes payable, net of discount of $0 and $241,876, respectively		1,568,366			508,890
Short-term convertible notes payable, net of discount of $0 and $0, respectively		750,766			1,568,366
Accrued interest		47,~~756~~311,~~266~~752			14,~~019~~756,~~156~~266
Current liabilities of discontinued operations		–			901,000
Total current liabilities		9,380,762			6,776,786
Total current liabilities		6,776,786			2,583,421
Non-current liabilities:
Long-term convertible notes payable		~~8,000~~–			–8,000
Total non-current liabilities		~~8,000~~–			–8,000
Total liabilities		69,~~784~~380,~~786~~762			26,~~583~~784,~~421~~786
Commitments and contingencies (Note 15)		–			–
Commitments and contingencies (Note 10)		–			–
Stockholders' deficit
Preferred stock - Series A: $0.001 par value, 50,000,000 authorized; 50,000,000 and 50,000,000 shares issued and outstanding, respectively		50,000			50,000
Preferred stock - Series B: $0.001 par value, 10,000,000 authorized; 5,000 and 5,000 shares issued and outstanding, respectively		5			5
Preferred stock - Series B: $0.001 par value, 10,000,000 authorized; 48,100 and 5,000 shares issued and outstanding, respectively		48			5
Preferred stock - Series C: $0.001 par value, 10,000,000 authorized; 10,000 and 10,000 shares issued and outstanding, respectively		10			10
Common stock: $0.001 par value 900,000,000 authorized; 25,140,735 and 80,140,735 shares issued and outstanding, respectively		25,140			80,140
Common stock: $0.001 par value 900,000,000 authorized; 111,665,039 and 25,140,735 shares issued and outstanding, respectively		111,665			25,140
Additional paid-in-capital		~~720~~7,~~888~~270,820			~~(693~~720,~~112~~888	)
Common stock to be issued		5287,000			–52,000
Accumulated deficit		(716,~~486~~745,~~937~~786	)		(27,~~020~~486,~~464~~937	)
Total stockholders' deficit		(69,~~638~~226,~~894~~243	)		(26,~~583~~638,~~421~~894	)
Total liabilities and stockholders' deficit	$	~~145~~154,~~892~~519		$	–145,892

See notes to consolidated financial statements

F-3

THUNDER ENERGIES CORPORATION

Consolidated Statements of Operations

	Years Ended December 31,
	2022			2021
	2023			2022
Net revenues	$	–		$	–
Cost of sales		–			–
Gross Profit		–			–
Operating expenses:
Advertising and marketing expenses		43841,~~957~~922			–43,957
Stock based compensation		1,411,000			–
General and administrative		5,696,477			2,342,346
General and administrative		931,346			128,900
Total operating expenses		6,538,399			2,386,303
Total operating expenses		2,386,303			128,900
Loss from operations		(6,538,399	)		(2,386,303	)
Loss from operations		(2,386,303	)		(128,900	)
Other (income) expense:
Change in derivative liability		2(6,~~186~~028	)		~~(40~~2,~~776~~186	)
Accretion of debt discount		~~241,876~~–			~~509~~241,~~950~~876
Interest expense		3,737,108			1,279,622
Accretion of beneficial conversion feature		142,225			–
Gain on disposal of discontinued operations		(901,000	)		(621,798	)
Interest expense		2,556,418			3,737,108
Total other expense		3,080,170			1,126,998
Other expense		27,835			–
Loss before income taxes		(5,466,473	)		(1,255,898	)
Gain on disposal of discontinued operations		–			(901,000	)
Total other expense		2,720,450			3,080,170
Loss before income taxes		(9,258,849	)		(5,466,473	)
Income taxes		–			–
Loss from continuing operations		(5,466,473	)		(1,255,898	)
Net loss	$	(9,258,849	)	$	(5,466,473	)
Discontinued operations		–			(116,652	)
Net loss per share, basic and diluted	$	(0.13	)	$	(0.08	)
Net loss	$	(5,466,473	)	$	(1,372,550	)
Net loss per share from continuing operations, basic and diluted	$	(0.08	)	$	(0.02	)
Net loss per share from discontinued operations, basic and diluted		–			(0.00	)
Net loss per share, basic and diluted	$	(0.08	)	$	(0.02	)
Weighted average number of shares outstanding
Basic and diluted		7173,~~354~~269,~~434~~271			7671,~~735~~354,~~271~~434

See notes to consolidated financial statements

F-4

THUNDER ENERGIES CORPORATION

Consolidated Statements of Changes in Stockholders’ Deficit

Preferred Stock A*

Preferred Stock B*

Preferred Stock C*

Amount

Balance, January 1, 2021

50,000,000

50,000

5,000

10,000

Issuance of common stock in conjunction with conversion of convertible note payable

–

Net loss

–

Balance, December 31, 2021

50,000,000

50,000

5,000

10,000

Balance, January 1, 2022

50,000,000

50,000

5,000

10,000

Common shares returned to treasury for cancellation

–

Issuance of fully vested common shares issued against employment services

–

Issuance of fully vested common shares issued for consulting services

–

Net loss

–

Balance, December 31, 2022

50,000,000

50,000

5,000

10,000

Balance, January 1, 2023

50,000,000

50,000

5,000

10,000

Conversion of notes payable for unissued common stock

–

Common shares issued for services

–

Conversion of convertible notes payable to common stock

–

Conversion of Series B preferred stock for common stock

–

(54,000

)

(54

)

–

Conversion of common stock for Series B preferred stock

–

97,100

–

Issuance of previously unissued common stock

–

Conversion of other current liabilities to common stock

–

Beneficial conversion feature in conjunction with debt issuance

–

Issuance of common stock for acquisition of intellectual property

–

Capital contribution from shareholder

–

Net loss

–

Balance, December 31, 2023

50,000,000

50,000

48,100

10,000

(continued)

	Common Stock						Common Stock to be Issued			Additional Paid			Accumulated			Stockholders'
	Shares			Amount			Shares		Amount	in Capital			Deficit			Deficit
Balance, January 1, 2021		76,340,735		$	76,340		–	$	–	$	(879,312	)	$	(647,914	)	$	(1,400,871	)
Issuance of common stock in conjunction with conversion of convertible note payable		3,800,000			3,800		–		–		186,200			–			190,000
Net loss		–			–		–		–		–			(1,372,550	)		(1,372,550	)
Balance, December 31, 2021		80,140,735		$	80,140		–	$	–	$	(693,112	)	$	(2,020,464	)	$	(2,583,421	)
Balance, January 1, 2022		80,140,735		$	80,140		–	$	–	$	(693,112	)	$	(2,020,464	)	$	(2,583,421	)
Common shares returned to treasury for cancellation*		(55,000,000	)		(55,000	)	–		–		55,000			–			–
Issuance of fully vested common shares issued against employment services*#		–			–		25,000,000		25,000		725,000			–			750,000
Issuance of fully vested common shares issued for consulting services#		–			–		27,000,000		27,000		634,000			–			661,000
Net loss		–			–		–		–		–			(5,466,473	)		(5,466,473	)
Balance, December 31, 2022		25,140,735		$	25,140		52,000,000	$	52,000	$	720,888		$	(7,486,937	)	$	(6,638,894	)

* Per Note 1, on acquisition of TNRG Preferred Stock, Mr. Shvo (the Company’s previous CEO) submitted 55,000,000 shares of restricted common stock to the Company’s treasury for cancellation. In addition, on February 28, 2022, Mr. Shuo sold 100% of the issued and outstanding shares of preferred stock of the Company to purchaser, as defined.

# Relates to issue of unregistered securities as described in Note 17. These shares are reflected in the Company’s disclosures. These shares were not issued as of December 31, 2022 and subsequently will be issued to the holders.

See notes to consolidated financial statements

F-5

THUNDER ENERGIES CORPORATION

Consolidated Statements of ~~Cash~~Changes ~~Flows~~in Stockholders’ Deficit

	For the Years Ended December 31,
	2022			2021
Cash flows from operating activities:
Net loss	$	(5,466,473	)	$	(1,372,550	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Accretion of debt discount		241,876			509,950
Change in fair value of derivative liability		2,186			(40,776	)
Gain on disposal of discontinued operations		(901,000	)		–
Stock based compensation		1,411,000			–
Convertible notes issued for services		1,500			–
Impairment of assets		–			195,347
Gain on extinguishment of debt		–			(621,798	)
Changes in operating assets and liabilities:
Notes receivable - related party		(26,200	)		–
Deferred offering costs		(9,000	)		–
Prepaid expenses		(61,811	)		–
Accounts payable		11,848			53,720
Accrued interest		3,737,110			1,278,669
Accrued expenses		283,745			–
Net cash (used in) provided by continuing operating activities		(775,219	)		2,562
Net cash provided by operating activities - discontinued activities		–			78,222
Net cash (used in) provided by operating activities		(775,219	)		80,784
Cash flows from investing activities:
Net cash provided by continuing investing activities		–			–
Net cash used in investing activities - discontinued operations		–			(15,337	)
Net cash used in investing activities		–			(15,337	)
Cash flows from financing activities:
Proceeds from convertible notes payable		824,100			–
Net cash provided by continuing financing activities		824,100			–
Net cash used in financing activities - discontinued activities		–			(162,950	)
Net cash provided by (used in) financing activities		824,100			(162,950	)
Net increase (decrease) in cash		48,881			(97,503	)
		–
Cash at beginning of period		–			97,503
Cash at end of period	$	48,881		$	–
Non-cash investing and financing activities:
Issuance of common stock in conjunction with conversion of convertible note payable	$	–		$	190,000
Common shares returned to treasury for cancellation	$	55,000		$	–

Continued


	Common Stock						Common Stock to be Issued						Additional Paid			Accumulated			Stockholders'
	Shares			Amount			Shares			Amount			in Capital			Deficit			Deficit
Balance, January 1, 2022		80,140,735		$	80,140			–		$	–		$	(693,112	)	$	(2,020,464	)	$	(2,583,421	)
Common shares returned to treasury for cancellation*		(55,000,000	)		(55,000	)		–			–			55,000			–			–
Issuance of fully vested common shares issued against employment services*#		–			–			25,000,000			25,000			725,000			–			750,000
Issuance of fully vested common shares issued for consulting services#		–			–			27,000,000			27,000			634,000			–			661,000
Net loss		–			–			–			–			–			(5,466,473	)		(5,466,473	)
Balance, December 31, 2022		25,140,735		$	25,140			52,000,000		$	52,000		$	720,888		$	(7,486,937	)	$	(6,638,894	)

Balance, January 1, 2023		25,140,735		$	25,140			52,000,000		$	52,000		$	720,888		$	(7,486,937	)	$	(6,638,894	)
Conversion of notes payable for unissued common stock		–			–			5,606,791			507,475			–			–			507,475
Common shares issued for services		47,100,000			47,100			12,000,000			12,000			4,678,900			–			4,738,000
Conversion of convertible notes payable to common stock		12,231,359			12,232			–			–			5,256,568			–			5,268,800
Conversion of Series B preferred stock for common stock		54,000,000			54,000			–			–			(53,946	)		–			–
Conversion of common stock for Series B preferred stock		(33,100,000	)		(33,100	)		(64,000,000	)		(64,000	)		97,003			–			–
Issuance of previously unissued common stock		4,725,358			4,725			(4,725,358	)		(420,475	)		415,750			–			–
Conversion of other current liabilities to common stock		725,000			725			–			–			1,449,275			–			1,450,000
Cancellation of common shares and investment in Fourth & One		(2,725,000	)		(2,725	)		–			–			(5,447,275	)		–			(5,450,000	)
Beneficial conversion feature in conjunction with debt issuance		–			–			–			–			142,225			–			142,225
Issuance of common stock for acquisition of intellectual property		3,567,587			3,568			–			–			(3,568	)		–			–
Capital contribution from shareholder		–			–			–			–			15,000			–			15,000
Net loss		–			–			–			–			–			(9,258,849	)		(9,258,849	)
Balance, December 31, 2023		111,665,039		$	111,665			881,433		$	87,000		$	7,270,820		$	(16,745,786	)	$	(9,226,243	)

*	Per Note 1, on acquisition of TNRG Preferred Stock, Mr. Shvo (the Company’s previous CEO) submitted 55,000,000 shares of restricted common stock to the Company’s treasury for cancellation. In addition, on February 28, 2022, Mr. Shuo sold 100% of the issued and outstanding shares of preferred stock of the Company to purchaser, as defined.

#	Relates to issue of unregistered securities as described in Note 17. These shares are reflected in the Company’s disclosures. These shares were not issued as of December 31, 2023 and 2022 and subsequently will be issued to the holders.

See notes to consolidated financial statements

F-6

THUNDER ENERGIES CORPORATION

Consolidated Statements of Cash Flows


	For the Years Ended December 31,
	2023			2022

Cash flows from operating activities:
Net loss	$	(9,258,849	)	$	(5,466,473	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Accretion of debt discount		142,225			241,876
Change in fair value of derivative liability		(6,028	)		2,186
Gain on disposal of discontinued operations		–			(901,000	)
Stock-based compensation		4,738,000			1,411,000
Convertible notes issued for services		–			1,500
Changes in operating assets and liabilities:
Notes receivable - related party		18,797			(26,200	)
Deferred offering costs		9,000			(9,000	)
Prepaid expenses		(84,709	)		(61,811	)
Accounts payable		1,097,563			11,848
Accrued interest		2,555,486			3,737,110
Accrued expenses		(225,445	)		283,745
Net cash used in operating activities		(1,013,960	)		(775,219	)

Cash flows from financing activities:
Proceeds from convertible notes payable		950,675			824,100
Capital contribution from shareholder		15,000			–
Net cash provided by (used in) financing activities		965,675			824,100

Net increase (decrease) in cash		(48,285	)		48,881

Cash at beginning of period		48,881			–
Cash at end of period	$	596		$	48,881

Non-cash investing and financing activities:
Issuance of common stock for acquisition of intellectual property	$	3,568		$	–
Beneficial conversion feature in conjunction with debt issuance	$	142,225			–
Issuance of previously unissued common stock	$	415,750		$	–
Conversion of notes payable for unissued common stock	$	507,475		$	–
Conversion of convertible notes payable to common stock	$	5,268,800		$	–
Conversion of Series B preferred stock for common stock	$	54,000		$	–
Common stock issued against investment in Fourth & One	$	4,000,000		$	–
Common stock in conjunction with investment	$	1,450,000		$	–
Cancellation of common stock and investment in Fourth & One	$	5,450,000		$	–
Conversion of common stock for Series B preferred stock	$	97,100		$	–
Common shares returned to treasury for cancellation	$	–		$	55,000

See notes to consolidated financial statements

F-7

THUNDER ENERGIES CORPORATION

Notes to Consolidated Financial Statements

For the Years Ended December 31, ~~2022~~2023 and ~~2021~~2022

NOTE 1 – NATURE OF BUSINESS

Corporate History and Background

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’s principal office address to PMB 388, 8570 Stirling Rd., Suite 102, Hollywood, FL, 33024. The company’s current principal address is 1100 Peachtree Street NE, Suite 200, Atlanta, Georgia 30309.

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 (“Shareholders”) 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 Company 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 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.

F-7

F-8

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

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.

~~Fiscal~~NOTE 2 ~~Year~~– ~~2020~~BASIS OF PRESENTATION

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.

F-8

The Preferred Stock acquired by the Purchaser consisted of:

Filing of Complaint Against Certain Former Officers and Other Parties

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

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

(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

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-9

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

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:

Schedule of impairment charges	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 the working capital loan taken from the defendants.

F-10

NOTE 2 – Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.

The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities.

F-9

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 $716,~~486~~745,~~937~~786 and $27,~~020~~486,~~464~~937 at December 31, ~~2022~~2023 and ~~2021~~2022, respectively, had a working capital deficit of $69,~~630~~226,~~894~~243 and $26,~~583~~630,~~421~~894 at December 31, ~~2022~~2023 and ~~2021~~2022, respectively, had net losses of $59,~~466~~258,~~473~~849 and $15,~~372~~466,~~550~~473 for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively, 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 consolidated 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.

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

F-11

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the consolidated financial statements.

Use of Estimates

The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the consolidated financial statements. The more significant estimates and assumptions by management include among others: derivative valuation. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Cash

The Company’s cash is held in a bank account in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company has not experienced any cash losses.

~~Accounts Receivable~~F-10

Accounts receivable are non-interest-bearing obligations due under normal course of business. Management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company has an allowance for doubtful accounts of $0 and $147,357 (included in discontinued operations) as of December 31, 2022 and 2021, respectively.

Cash Flows Reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category. The Company uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company.

~~F-12~~Investments

Investments in equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at that value with unrealized gains and losses included in earnings. For equity securities without a readily determinable fair value, the investment is recorded at cost, less any impairment, plus or minus adjustments related to observable transactions for the same or similar securities, with unrealized gains and losses included in earnings.

Income Taxes

Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Consolidated Balance Sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the Consolidated Statements of Operations.

ASC 740-10~~-30~~ ~~was adopted from the date of its inception. ASC 740-10~~ clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, and currently, the Company does not have a liability for unrecognized income tax benefits.

Advertising and Marketing Costs

Advertising and marketing expenses are ~~recorded~~ recorded when they are incurred. Advertising and marketing expense was $43841,~~957~~ 922 and $~~392~~43,~~171 (included~~957 ~~in discontinued operations)~~ for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively.

Revenue Recognition

On January 19, 2019 (date of formation), the Company adopted Accounting Standards Codification 606 (“ASC 606”), Revenue from Contracts with Customers. Results for the reporting periods beginning on January 19, 2019 (date of formation) are presented under ASC 606.

The Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps:

1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, we satisfy a performance obligation.

At contract inception, the Company assesses the services promised in our contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company allocates the entire transaction price to a single performance obligation.

F-13

Customer Advanced Payments – Discontinued Operations

Customer advanced payments consisted of customer orders paid in advance of the delivery of the order. Customer advanced payments were classified as short-term as the typical order ships within approximately three weeks of placing the order. Customer advanced payments were recognized as revenue when the product was shipped to the customer and all other revenue recognition criteria had been met. Customer advanced payments as of December 31, 2022 and 2021 were $0 and $203,518 (from discontinued operations), respectively. Customer advanced payments were included in current liabilities in the accompanying Consolidated Balance Sheets. The Company’s ability to fulfill these orders have been impaired (see Note 1).

Inventories – Discontinued Operations

The Company manufactured its own products, made to order, and when completed were shipped to the customer. The Company's inventories were valued by the first-in, first-out (“FIFO”) cost method and were stated at the lower of cost or net realizable value. The Company had inventories of $0 and $0 (from discontinued operations) as of December 31, 2022 and 2021, respectively. See Note 1 for impairment discussion as of December 31, 2021.

Impairment of Long-lived Assets

We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the discounted cash flows expected to result ~~from~~ from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. ~~All~~The ~~long-lived~~Company ~~assets~~recorded ~~are~~no ~~impaired~~impairments as of December 31, ~~2022~~2023 and ~~2021~~2022. ~~See Note 1 for impairment discussion.~~

Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of longF-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future.11

FOur impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-14lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future.

Leases

The Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease obligation. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. The Company’s lease arrangements generally do not provide an implicit interest rate. As a result, in such situations the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU assets and liabilities. Lease expense for operating leases is recognized on a straight-line basis over the lease term. ~~The Company has some lease agreements with lease and non-lease components, which are accounted for as a single lease component. See Note 1 for impairment discussion.~~

Fair Value of Financial Instruments

The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, ~~2022~~2023 and ~~2021~~2022, the fair value of cash, notes receivable, accounts payable, accrued expenses, and notes payable approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

	·	Level 1 – Quoted prices in active markets for identical assets or liabilities.

	·	Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

	·	Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities.

F-12

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels.

F-15

The derivatives are evaluated under the hierarchy of ASC 480-10, ASC Paragraph 815-25-1 and ASC Subparagraph 815-10-15-74 addressing embedded derivatives. The fair value of the Level 3 financial instruments was performed internally by the Company using the Black Scholes valuation method.

The following table summarize the Company’s fair value measurements by level at December 31, 2023 for the assets measured at fair value on a recurring basis:

Level 1

Level 2

Level 3

Derivative liability

–

79,562

The following table summarize the Company’s fair value measurements by level at December 31, 2022 for the assets measured at fair value on a recurring basis:

Schedule of fair value measurements

Level 1

Level 2

Level 3

Derivative liability

–

85,590

The following table summarize the Company’s fair value measurements by level at December 31, 2021 for the assets measured at fair value on a recurring basis:

		Level 1				Level 2				Level 3
Derivative liability		$	–			$	–			$	83,404

Debt

The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes.

Debt with warrants – When the Company issues debt with warrants, the Company treats the warrants as a debt discount, records them as a contra-liability against the debt, and amortizes the discount over the life of the underlying debt as amortization of debt discount expense in the Consolidated Statements of Operations. When the warrants require equity treatment under ASC 815, the offset to the contra-liability is recorded as additional paid in capital in our balance sheet. When the Company issues debt with warrants that require liability treatment under ASC 815, such as a clause requiring repricing, the warrants are considered to be a derivative that is recorded as a liability at fair value. If the initial value of the warrant derivative liability is higher than the fair value of the associated debt, the excess is recognized immediately as interest expense. The warrant derivative liability is adjusted to its fair value at the end of each reporting period, with the change being recorded as expense or gain to Other (income) expense in the Consolidated Statements of Operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense. The debt is treated as conventional debt.

Convertible debt – derivative treatment – When the Company issues debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows: a) one or more underlyings, typically the price of our common stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both a) indexed to its own stock; and b) classified in shareholders’ equity in its statement of financial position.

If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the Black Scholes method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the Consolidated Statement of Operations. The debt discount is amortized through interest expense over the life of the debt.

F-1613

Convertible debt – beneficial conversion feature – If the conversion feature is not treated as a derivative, we assess whether it is a beneficial conversion feature (“BCF”). A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible and is recorded as additional paid in capital and as a debt discount in the Consolidated Balance Sheet. The Company amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the statement of operations. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the Consolidated Statement of Operations.

If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt.

Loss per Share

The computation of loss per share included in the Consolidated Statements of Operations, represents the net profit (loss) per share that would have been reported had the Company been subject to ASC 260, “Earnings Per Share” as a corporation for all periods presented.

Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock to be issued) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period:

Schedule of antidilutive shares
Schedule of anti-dilutive shares
	December 31, 2022		December 31, 2021
	December 31, 2023		December 31, 2022
Options to purchase shares of common stock		–		–
Convertible notes payable		12,600,000		21,475,721
Series A convertible preferred stock		500,000,000		500,000,000
Series B convertible preferred stock		548,~~000~~100,000		5,000,000
Total potentially dilutive shares		~~505~~560,~~000~~700,000		~~505~~526,~~000~~475,~~000~~721

Commitments and Contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no known commitments or contingencies as of December 31, ~~2022~~2023 and ~~2021~~2022. ~~See Note 1 for impairment discussion and Note 15 for commitments and contingencies.~~

Discontinued Operations

As a result of the October 14, 2021 Complaint filed against Defendants, the Company determined that Nature would be accounted as a discontinued operation pursuant to ASC 205-20 Discontinued Operations. In determining whether a group of assets that is disposed (or to be disposed) should be presented as a discontinued operation, we analyzed whether the group of assets being disposed represents a component of the Company; that is, whether it had historic operations and cash flows that were clearly distinguished, both operationally and for financial reporting purposes. In addition, we considered whether the disposal represents a strategic shift that has or will have a major effect on our operations and financial results. The results of discontinued operations, as well as any gain or loss on the disposal, if applicable, are aggregated and separately presented in our consolidated statements of operations, net of income taxes. The historical financial position of discontinued operations are aggregated and separately presented in our accompanying consolidated balance sheets. See Note 1 for impairment discussion.

Reclassifications

Certain prior period’s accounts have been reclassified in conformity with current period’s presentation. These reclassifications had no effect on the reported results of operations.

F-17

Concentrations, Risks, and Uncertainties

Business Risk

Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure.

The Company is headquartered and operates in the United States. To date, the Company has generated limited revenues from operations. There can be no assurance that the Company will be able to successfully continue to produce its products and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, price of raw material, competition, and governmental and political conditions.

F-14

Interest rate risk

Financial assets and liabilities do not have material interest rate risk.

Credit risk

The Company is exposed to credit risk from its cash in banks and accounts receivable. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions.

Recent Accounting Pronouncements

InRecently ~~December 2019, the FASB~~ issued ~~ASU No. 2019-12, Simplifying the Accounting for Income Taxes. This standard simplifies the~~ accounting ~~for~~updates ~~income~~are ~~taxes~~not ~~by removing certain exceptions~~expected to ~~the~~have ~~general~~a ~~principles~~material inimpact ~~ASC~~on 740, Income Taxes, while also clarifying and amending existing guidance, including interim-period accounting for enacted changes in tax law. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU No. 2019-12 in the ~~first quarter of fiscal 2021, coinciding with the standard~~Company’s ~~effective~~consolidated ~~date,~~financial ~~and the impact from this standard was immaterial~~statements.

~~F-18~~NOTE 4 – INVESTMENT IN WC MINE HOLDINGS (“WCMH”)

AtOn January 5, 2023, the ~~beginning~~Company ofreentered into a Membership Interest Purchase Agreement (“Agreement”) with Fourth & One with respect to the ~~first~~sale ~~quarter~~and transfer of ~~2021,~~51.5% of Fourth & One’s interest in WCMH giving the Company ~~adopted~~a 30.9% ownership in WCMH for consideration totaling $5,450,000. In exchange, the ~~Financial~~Company ~~Accounting~~issued ~~Standards~~Fourth ~~Board’s~~& ~~Accounting~~One ~~Standards~~a ~~Update~~promissory Nonote of $4,000,000 and 2,000 RoRa Prime Coins (“Coins”), valued at $1,450,000 (combined “Related Liabilities”). ~~2016-13~~On May 30, ~~Financial~~2023, ~~Instruments~~the –Fourth & One agreement contingencies were removed and the Company ~~Credit~~recorded ~~Losses~~an investment and Related Liabilities totaling $5,450,000 (~~Topic~~$4,000,000 ~~326~~as a convertible promissory note and $1,450,000 presented as other current liabilities in the balance sheet):. ~~Measurement~~Fourth & One converted the promissory note of ~~Credit~~$4,000,000 ~~Losses~~into on2,000,000 ~~Financial~~shares of ~~Instruments~~the (Company’s common stock. Should the Coins not go “~~ASU~~live” ~~2016-13~~by August 30, 2023, the Company will exchange the Coins requirement with 725,000 shares of the Company’s common stock, valued at $1,450,000 (“Exchange”), ~~which~~but ~~modifies~~Fourth & One must first exercise their right to return the ~~measurement~~Coins to the Company. On November 17, 2023, Fourth & One exercised their right and returned ofthe ~~expected~~2,000 ~~credit~~Coins ~~losses~~to finalize the Exchange and on ~~certain~~December ~~financial~~1, ~~instruments.~~2023 ~~The~~the Company ~~adopted~~issued ~~ASU~~Fourth ~~2016-13~~& ~~utilizing~~One 725,000 common shares. In addition, the ~~modified~~Amendment ~~retrospective~~allows ~~transition~~for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share should the Company fail to meet ~~method~~the Regulation A Tier II offering of $3.00 ~~The~~per ~~adoption~~share by December 31, 2023. As of ~~ASU~~the ~~2016-13~~date ~~did~~of this filing, the Securities and Exchange Commission (“SEC”) has not ~~have~~authorized the Company’s Regulation A Tier II offering and therefore, the Amendment for the repurchase of up to a ~~material~~total ~~impact~~of on2,725,000 common shares at $3.00 per share remains a contingency (see Note 5). On December 31, 2023, the Agreement was mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth & One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the Company’s investment ~~consolidated~~in ~~financial~~Fourth ~~statements~~& One of $5,450,000.

~~Other~~NOTE ~~recently~~5 ~~issued~~– ~~accounting~~CONVERTIBLE ~~updates~~NOTES ~~are not expected to have a material impact on the Company’s consolidated financial statements.~~PAYABLE

NOTE 4 – PROPERTY AND EQUIPMENT

The Company had no property and equipment as of December 31, 2022 and 2021.

Depreciation expense was $0 and $44,959 (from discontinued operations) for the years ended December 31, 2022 and 2021, respectively, and is classified in general and administrative expenses in the Consolidated Statements of Operations. See Note 1 for impairment discussion as of December 31, 2021.

NOTE 5 – INTANGIBLE ASSETS

The Company had no intangible assets as of December 31, 2022 and 2021:

Amortization expense was $0 and $7,755 (from discontinued operations) for the years ended December 31, 2022 and 2021, respectively, and is classified in general and administrative expenses in the Consolidated Statements of Operations. See Note 1 for impairment discussion as of December 31, 2021.

NOTE 6 – DEBT TO FORMER SHAREHOLDER – discontinued operations

On March 1, 2020, the members of Nature entered into the Ownership Interest Purchase Agreement (“Ownership Agreement”) whereby Yogev Shvo, a member of the Company, acquired the remaining 50% member ownership (“Seller”) giving Mr. Shvo 100% member ownership of the Company. As consideration for the Ownership Agreement, the Seller received a Promissory Note of $750,000. The Promissory Note bears interest at 15% per annum and matures March 1, 2022, as amended on June 30, 2021. The Company included $72,743 in due to related party in discontinued operations as of December 31, 2021. This contingency will remain with Nature and not be a contingency for the Company per the Bear Village acquisition (see Note 1).

The Company borrows funds from related parties for working capital purposes from time to time. There are no outstanding amounts as of December 31, 2022. Advances are non-interest bearing and due on demand. See Note 1 for impairment discussion.

NOTE 7 – LOANS PAYABLE

Economic Injury Disaster Loan – Discontinued operations

On May 14, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business.

F-19

Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the Company borrowed an aggregate principal amount of the EIDL Loan of $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum and will accrue only on funds actually advanced from the date of each advance. Installment payments, including principal and interest, are due monthly beginning May 14, 2021 (twelve months from the date of the SBA Note) in the amount of $731. The balance of principal and interest is payable thirty years from the date of the SBA Note. In connection therewith, the Company also received a $7,000 grant, which does not have to be repaid.

In connection therewith, the Company executed (i) a note for the benefit of the SBA (the “SBA Note”), which contains customary events of default and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default (the “SBA Security Agreement”). As a result of the failure to repay amounts based on the repayment schedule, on December 21, 2021, the Company was notified that it was in default of the EIDL Loan and that the entire balance of principal and unpaid interest of $155,598 is due. This contingency will remain with Nature and not be a contingency for the Company per the Bear Village acquisition (see Note 1).

Paycheck Protection Program Loan – Discontinued operations

On May 6, 2020, the Company executed a note (the “PPP Note”) for the benefit of TD Bank, N.A. (the “Lender”) in the aggregate amount of $51,065 under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The PPP is administered by the U.S. Small Business Administration (the “SBA”). The interest rate of the loan is 1.00% per annum and accrues on the unpaid principal balance computed on the basis of the actual number of days elapsed in a year of 360 days. Commencing seven months after the effective date of the PPP Note, the Company is required to pay the Lender equal monthly payments of principal and interest as required to fully amortize any unforgiven principal balance of the loan by the two-year anniversary of the effective date of the PPP Note. The PPP Note of $51,065 was repaid in February 2021.

Paycheck Protection Program Loan Round 2 – Discontinued operations

On April 2, 2021, the Company executed a note (the “PPP Note”) for the benefit of First Federal Bank (the “Lender”) in the aggregate amount of $200,000 under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) through a second draw. The PPP is administered by the U.S. Small Business Administration (the “SBA”). The terms of the second draw have the same general loan terms as the first draw PPP loan. On December 31, 2021, the PPP Round 2 loan was forgiven and $200,000 was recorded as Other Income in the Consolidated Statements of Operations for the year ended December 31, 2021.

NOTE 8 – LOAN PAYABLE TO SHAREHOLDER – discontinued operations

The Company borrows funds from its shareholders from time to time for working capital purposes. During the year ended December 31, 2022, the Company had no additional borrowings and made no repayments for a balance of $0 at December 31, 2022. Advances are non-interest bearing and due on demand.

NOTE 9 – CONVERTIBLE NOTES PAYABLE

Convertible Note Payable

Short Term

$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~~2023, the principal balance outstanding was $57,000.

F-2015

~~The~~On ~~Company~~March 24, ~~accounts~~2020, ~~for~~the annote ~~embedded~~obligation ~~conversion feature~~of as$120,766 aheld ~~derivative~~by ~~under~~Emry ~~ASC~~was ~~815-10-15-83~~partially ~~and~~sold ~~valued~~$35,000 ~~separately~~of ~~from~~ the ~~note~~face atamount ~~fair~~to ~~value.~~the ~~The~~preferred ~~embedded~~shareholder ~~conversion feature of the~~Saveene. ~~note~~On isMarch ~~revalued~~24, at2020, ~~each~~Saveene ~~subsequent~~converted ~~reporting~~the ~~date~~$35,000 atpurchase ~~fair~~into ~~value~~5,000 ~~and~~shares ~~any~~into ~~changes~~series inB ~~fair~~and ~~value~~10,000 ~~will~~shares ~~result~~of inseries aC ~~gain or loss in those periods~~shares. The ~~Company~~face amount ~~recorded a derivative liability~~ of ~~$85,590~~the ~~and~~Company ~~83,404~~note asobligation atpost ~~December~~the ~~31,~~aforementioned ~~2022~~conversions and ~~2021,~~purchases ~~and~~is ~~recorded a change in derivative liability of~~ $285,~~186~~766 ~~and~~as ~~$(40,776)~~of ~~during the years ended~~ December 31, ~~2022 and 2021, respectively~~2023.

AsThe aCompany ~~result~~accounts offor ~~the~~an ~~failure~~embedded toconversion feature ~~timely~~as ~~file~~a ~~our Form~~derivative under ASC 815-10-Q15-83 ~~for~~and ~~the~~valued ~~three-month~~separately ~~periods~~from ~~ended~~the ~~September~~note ~~30,~~at ~~2020,~~fair ~~March~~value. ~~31,~~The ~~2022~~embedded ~~and~~conversion ~~2021,~~feature ~~June~~of ~~30,~~the note ~~2022,~~is ~~and~~revalued ~~September~~at ~~30,~~each ~~2022,~~subsequent ~~and~~reporting ~~the Form~~date ~~10-K~~at ~~for~~fair ~~the~~value ~~years~~and ~~ended~~any ~~December~~changes ~~31,~~in ~~2021~~fair ~~and~~value ~~2020,~~will ~~the~~result ~~Convertible~~in ~~Notes~~a ~~Payable~~gain ~~were~~or loss in ~~default~~those periods. The Company recorded ~~default~~a derivative liability of $79,562 and $85,590 as at December 31, 2023 and 2022, respectively, and recorded ~~interest~~a change in derivative liability of $22(6,~~452~~028) and $222,~~450~~186 during the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively.

~~The~~On ~~Company~~June 24, ~~has~~2020, ~~not~~Emry, ~~repaid~~holder ~~this~~of a convertible promissory note in principal amount of $85,766 dated April 22, 2019, sold 50% of each (Promissory Debentures and ~~the~~ convertible promissory note), isincluding ~~now~~accrued inand ~~default.~~unpaid ~~The~~interest, ~~Company~~fees isand ~~currently~~penalties, in ~~discussions~~separate ~~with~~transactions ~~the~~to ~~note~~third party ~~holder~~companies, toSP11 ~~convert~~Capital ~~the~~Investments ~~GHS~~and ~~Note~~E.L.S.R. ~~into the~~CORP, ~~Company’s~~Florida ~~common~~companies, ~~stock~~such ~~upon~~that ~~the~~SP11 ~~Company’s~~Capital ~~Reg~~Investments Aand ~~being~~E.L.S.R. ~~declared~~CORP ~~effective~~each hold 50% of each respective debt instrument.

On April 17, 2023, the Company informed SP11 and ELSR Corporation of an illegal convertible promissory note (the “Notes”) in the name of Thunder Energies Corporation. The Notes, along with 3,500,000 common shares issued on October 4, 2021 (see Note 5), are being cancelled by Thunder Energies Corporation as there is no record of consideration paid to the Company, the agreement for the Notes was not an arms-length transaction with the lender and borrower, and it violates Chapter 687 of the 2022 Florida Statutes – Commercial Relations, Interest and Usury; Lending Practices, prior to April 17, 2023, the Company recorded default interest of $14,931 and $7,602 in the years ended December 31, 2023 and 2022, respectively. Subsequent to April 17, 2023, the Company will no longer accrue interest or penalties on these Notes. The Company will continue to recognize the Notes and accrued interest recorded in the Consolidated Balance Sheets with a total balance due of $6,810,915 ($120,766 of Notes and $6,690,149 of accrued interest) as of April 17, 2023.

$220,000 Note

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 have a BCF. A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional paid in capital and as a debt discount in the Balance Sheet. As such, the proceeds of the notes were allocated, based on fair values, as $220,000 to the debt discount. The debt discount is accreted over the term of the convertible notes to interest expense in the accompanying consolidated Statements of Operations. The principal balance due at December 31, 2022 is $220,000 and is presented as a shortF-~~term liability in the balance sheet.~~16

FThe 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 have a BCF. A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional paid in capital and as a debt discount in the Balance Sheet. As such, the proceeds of the notes were allocated, based on fair values, as $220,000 to the debt discount. The debt discount is accreted over the term of the convertible notes to interest expense in the accompanying consolidated Statements of Operations. The principal balance due at December 31, 2023 is $220,000 and is presented as a short-21term liability in the balance sheet.

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 30, 2022, and the Form 10-K for the years ended December 31, 2021 and 2020, the Convertible Notes Payable were in default. OnThe ~~July 19, 2021, the~~ Company ~~entered~~ ~~into~~recorded ~~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 $1172,~~680~~963 inand ~~the year ended December 31, 2021. The Company recorded default interest of~~ $43,419 ~~and~~for ~~$12,708 during~~ the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively.

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

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 have a BCF. A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional paid in capital and as a debt discount in the Balance Sheet. As such, the proceeds of the notes were allocated, based on fair values, as $600,000 to the debt discount. The debt discount is accreted over the term of the convertible notes to interest expense in the accompanying consolidated Statements of Operations.

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 was due October 16, ~~2022~~ 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 periods 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 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 $79134,~~767~~083 and $2379,~~321~~720 during the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively.

FThe Company has not repaid this convertible note and the convertible note is now in default. On March 27, 2023, Moshe Zuchaer (“Plaintiff”) filed a complaint against Thunder Energies Corporation (“Thunder”) in the pending 17th Judicial Circuit Court in and for Broward County, Florida, (the “Florida Court”), Case Number CACE-2223-011885 (the “Complaint”).

The Complaint alleges that the Plaintiff holds a matured convertible promissory note totaling $487,372 comprised of $410,000 principal and $77,372 accrued interest. In addition, Mr. Zuchaer claims he is entitled to a default premium equaling 5% of the outstanding principal and interest and a per diem interest of approximately $90.

A court hearing has been scheduled for June 20, 2024 in which the Company must appear to explain why the Company has failed to comply with the judgement.

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~~December 311, 2024 for aggregate gross proceeds of $~~825~~1,~~600~~776,275 (including $1,500 against which services were received) ~~during~~through ~~the year ended~~ December 31, ~~2022~~2023. InNotes ~~addition~~totaling $325,000 ~~one~~issued ~~note~~in fiscal 2023 and December 2022 allows for the repurchase of up to a total of 421,428 converted common shares at $~~200~~2.50 per share and notes totaling $300,000 issued in ~~December~~fiscal ~~2022~~year 2023 allows for the repurchase of up to ~~100~~a total of 300,000 converted common shares at $2.5075 per share should the Company fail to meet the ~~Reg~~Regulation 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 $0.05 per share for notes amounting to $102,000, $0.07 per share for notes amounting to $~~598~~905,~~600~~575, ~~and~~ $0.70 per share for notes amounting to $~~227~~309,~~000~~200, and $1.00 per share for notes amounting to $462,500 into the Company’s common stock if before any public offering. The April 2022 ~~Note~~Notes ~~includes~~include 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~~ amounts due under the Note and accrual of interest as described above ~~(see Note 17)~~.

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~~has ~~not~~a ~~have~~BCF. A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional paid in capital and as a debt discount in the Balance Sheet. The debt discount is accreted over the term of the convertible notes to interest expense in the accompanying consolidated Statements of Operations.

F-18

$4,000,000 Promissory Note

$40,000,000 Convertible Note

On May 13, 2022, the Company issued a convertible promissory note 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 in part, into fully paid and nonassessable shares at a conversion price of $2.00 per share. ~~The~~As amended effective May 7, 2023, the Convertible Promissory Note shall not be enforceable until such time as the Holder'’s consideration, RoRa ~~Prime~~ Coin is “live” on aan US exchange, or swap engine, and available through a mutually agreed upon cryptocurrency wallet such as NyX, MetaMask, Exodus, Ledger, ~~TREZOR~~or ~~Model~~similar. TThe ~~Wallet,~~expected ~~ZenGo,~~date orfor ~~Atomic~~being live is in December 2023. The parties agree to establish a time is of the essence date of ~~May~~December 131, 2023 for Holder to meet the “live” requirement. Should Holder not meet the “live” requirement by ~~May~~December 131, 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. 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. The Company is currently in discussions with the Holder to extend the “live” requirement. With regard to the amended agreement that featured a December 31, 2023 manifestation deadline, both parties have mutually agreed to await the approval of the RORAP coins presence on the Monetaforge Marketplace by the first week of April 2024, which will facilitate the beginning of RORAP's presence on multiple digital coin exchange platforms over the next 90 days”.

Promissory Debenture

On February 15, 2020 ~~and on May 14~~, ~~2020,~~ the Company entered into Promissory Agreement and Convertible Debentures (“Promissory Debentures”) with Emry for a principal sum of $70,000 (which was paid in two tranches: $50,000, paid on February 15, 2020, and $20,000, paid in April 2020) ~~and $48,000 (which was paid in three tranches: $23,000, paid on May 14, 2020, $15,000, paid on May 22, 2020, and $10,000, paid on June 8, 2020), respectively~~. The Promissory Debentures bear interest, both before and after default, at 15% per month, calculated and compounded monthly. At the election of the holder, at any time during the period between the date of issuance and the one -year anniversary of the Promissory Debentures, the Promissory Debentures are convertible into shares of the Company’s common stock at a conversion price of $0.001 per share. In addition, the Promissory Debentures provide for an interest equal to 15% of TNRG annual sales, payable on the 2nd day following the date of issuance of the Company’s audited financial statements.

F-2319

On October 4, 2020, SP11 converted $35,000 of its Promissory Debentures at $0.01 per share into 3,500,000 shares of the Company’s common stock. On November 22, 2021, the loan of $48,000 and accrued and unpaid interest of $573,798 totaling $621,798 was forgiven by EMRY. On April 17, 2023, the Company informed SP11 and ELSR Corporation of an illegal convertible promissory note (the “Notes”) in the name of Thunder Energies Corporation. The Notes are being cancelled by Thunder Energies Corporation as there is no record of consideration paid to the Company, the agreement for the Notes was not an arms length transaction with the lender and borrower, and it violates Chapter 687 of the 2022 Florida Statutes – Commercial Relations, Interest and Usury; Lending Practices. The Company will no longer accrue interest or penalties on these Notes. The Company will continue to recognize the Notes and accrued interest recorded in the Consolidated Balance Sheets with a total balance due of $6,810,915 ($120,766 of Notes and $6,690,149 of accrued interest) as of April 17, 2023.

OnNOTE ~~November 22,~~6 ~~2021,~~– ~~the~~STOCKHOLDERS’ loan of $48,000 and accrued and unpaid interest of $573,798 totaling $621,798 was forgiven by EMRY and recorded as a gain on extinguishment of debt in Other Expense in the consolidated Statements of Operations.DEFICIT

NOTE 10 – STOCKHOLDERS’ DEFICIT

Common Stock

The Company has been authorized to issue 900,000,000 shares of common stock, $0.001 par value. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution.

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 for a balance due of $410,000 at December 31, 2021 on the Note.

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 Engagement 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). In February 2023, these shares were converted to 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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted into 25,000 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. On May 22, 2023, Mr. Haynes converted 25,000 shares of the Series B Convertible Preferred Stock into 25,000,000 common shares and subsequently gifted 2,690,000 common shares to six of the Company’s convertible noteholders (including 2,000,000 common shares to a third party, Winsome Consulting).

F-24

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022.
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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022.
	·	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 (see Note 17).
	·	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.

	1.	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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.

	·	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 (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company’s investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company’s Consolidated Statements of Operations as of December 31, 2023.

	·	a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, 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 June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 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. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to activate the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023.

	·	a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, 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 subsequent to the Company’s Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023.

F-21

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted into 2,000 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. On May 22, 2023, the consultant converted 2,000 shares of the Series B Convertible Preferred Stock into 2,000,000 common shares.

On October 9, 2023, Mr. Haynes gifted 140,000 common shares to a convertible noteholder of the Company.

Common Stock To Be Issued

As of December 31, 2023, the Company has converted 2022 April Convertible Notes worth of $87,000 into 881,433 common shares to be issued.

Preferred Stock

The Company has been authorized to issue 50,000,000 shares of $0.001 par value Preferred Stock. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, within certain guidelines established in the Articles of Incorporation.

Series A: The certificate of designation for the Preferred A Stock provides that as a class it possesses a number of votes equal to fifteen (15) votes per share and may be converted into ten (10) $0.001 par value common shares.

Series B Convertible Preferred Stock was ~~authorized~~ 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 common stock.

Series C Non-Convertible 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.

F-2522

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 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 Company on behalf of the Shareholders and was recorded as compensation expense (see Note 1).

NOTE 7 11 – ~~OPERATING~~RELATED ~~LEASES~~PARTY ~~– DISCONTINUED OPERATIONS~~TRANSACTIONS

~~The~~Other ~~Company~~than ~~adopted ASC 842~~ as ofset ~~December~~forth 31below, ~~2019.~~ ~~The~~and ~~Company~~as ~~has~~disclosed in anNotes ~~operating~~6 ~~lease for the Company’s warehouse~~ and ~~office~~10, ~~and~~there ~~accounts for~~have ~~this~~not ~~lease~~been inany ~~accordance~~transaction ~~with~~entered ~~ASC~~into ~~842.~~or ~~Adoption~~been ofa ~~the~~participant ~~standard resulted~~ in ~~the~~which ~~initial~~a ~~recognition~~related ofperson ~~operating~~had ~~lease~~or ~~ROU~~will ~~asset~~have ofa ~~$344,203~~direct ~~and~~or ~~operating~~indirect ~~lease~~material ~~liability of $344,203 as of December 31, 2019~~interest.

~~Operating~~On ~~lease~~April ~~right-of-use~~2, ~~(“ROU”) assets~~2022, ~~and~~the ~~liabilities~~Company ~~are~~entered ~~recognized~~into ata ~~commencement~~demand note ~~date~~(“Demand ~~based~~Note”) onwith ~~the~~Bear ~~present~~Village, ~~value of lease payments over the lease term~~Inc., ~~ROU~~a ~~assets represent~~related ~~our~~party, ~~right to use an underlying asset~~ for ~~the lease term and lease liabilities represent our obligation to make lease payments arising from the lease~~$36,200. ~~Generally,~~The ~~the~~Demand ~~implicit~~Note ~~rate~~bears ofno interest, ~~in arrangements~~ is ~~not~~due ~~readily~~on ~~determinable~~ demand, and ~~the~~is ~~Company utilizes its incremental borrowing rate in determining the present value of lease payments~~unsecured. The Company’s ~~incremental~~advanced ~~borrowing~~Bear ~~rate~~Village is$1,635 ~~a hypothetical~~and ~~rate~~$36,200 ~~based~~and onreceived ~~its~~$0 ~~understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made~~ and ~~excludes~~$10,000 ~~lease incentives. Our variable lease payments primarily consist~~ of ~~maintenance~~repayments ~~and other operating expenses~~ from ~~our real~~Bear ~~estate~~Village ~~leases. Variable lease payments are excluded from~~ during the ~~ROU~~years ~~assets~~ended ~~and~~December ~~lease~~31, ~~liabilities~~2023 and ~~are recognized in the period in which the obligation for those payments is incurred~~2022. ~~Our~~At ~~lease~~December ~~terms~~31, ~~may~~2023, ~~include options to extend or terminate~~ the ~~lease~~Company ~~when it is reasonably~~considered ~~certain~~ that wethe ~~will~~balance ~~exercise~~due ~~that~~from ~~option.~~Bear ~~Lease~~Village ~~expense~~of ~~for~~$27,835 ~~minimum~~was ~~lease payments is recognized on a straight-line basis over the lease term~~uncollectible.

We have lease agreements with lease and non-lease components. We have elected to account for these lease and non-lease components as a single lease component. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term.

See Note 16 for impairment discussion as of December 31, 2021.

F-26

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

In accordance with ASC 842, the components of lease expense were as follows:

Schedule of components of lease expense
	Years ended December 31,
	2022		2021
Operating lease expense	$	–	$	102,280
Short term lease cost	$	–	$	4,430
Total lease expense	$	–	$	102,280

In accordance with ASC 842, other information related to leases was as follows:

Schedule of other information related to leases
Years ended December 31,	2022		2021
Operating cash flows from operating leases	$	–	$	102,280
Cash paid for amounts included in the measurement of lease liabilities	$	–	$	102,280
Weighted-average remaining lease term—operating leases		–		–
Weighted-average discount rate—operating leases		–		–%

In accordance with ASC 842, maturities of operating lease liabilities as of December 31, 2022 were as follows:

Schedule of Reconciliation of lease liabilities
		Operating
Year ending:		Lease
2022	$	–
Total undiscounted cash flows	$	–
Reconciliation of lease liabilities:
Weighted-average remaining lease terms	$	–
Weighted-average discount rate		–
Present values		–
Lease liabilities—current		–
Lease liabilities—long-term		–
Lease liabilities—total		–
Difference between undiscounted and discounted cash flows	$	–

Operating lease cost was $0 and $102,280 for the years ended December 31, 2022 and 2021, respectively.

NOTE 12 – Related Party Transactions

Other than as set forth below, and as disclosed in Notes 6, 8, and 10, there have not been any transaction entered into or been a participant in which a related person had or will have a direct or indirect material interest.

F-27

On April 2, 2022, the Company entered into a demand note (“Demand Note”) with Bear Village, Inc., a related party, for $36,200. The Demand Note bears no interest, is due on demand, and is unsecured. On September 27, 2022, Bear Village repaid $10,000 for a balance due from Bear Village of $26,200 at December 31, 2022.

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.
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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.
	·	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 (see Note 17).
	·	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.~~F-23

NOTE 13 – INCOME TAXES

	·	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 (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company’s investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company’s Consolidated Statements of Operations as of December 31, 2023.

	·	a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, 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 June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 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. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to activate the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023.

	·	a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, 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 subsequent to the Company’s Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 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, 2023.

AtDuring the years ended December 31, 2023 and 2022, the ~~net~~Company ~~operating~~paid ~~loss~~Top ~~carry forwards~~Flight $368,700 ($153,000 for ~~Federal~~monthly consulting services and ~~state~~$215,700 ~~income~~for ~~tax~~goals-based ~~purposes~~bonus) ~~totaling~~and ~~approximately~~$324,600 ($5171,~~322,000~~600 for ~~available~~monthly toconsulting ~~reduce~~services ~~future~~and ~~income which~~$153,000 iffor ~~not~~goals-based ~~utilized~~bonus), ~~will~~ ~~begin~~respectively, towith ~~expire~~a inbalance ~~the~~due ~~year~~of ~~2041.~~$205,300 ~~There~~and is$247,000 noas ~~income~~of ~~tax~~December 31, ~~affect~~2023 ~~due~~and to2022, respectively. In January 2024, the ~~recognition~~Company ofpaid aTop ~~full~~Flight ~~valuation~~$525,000 ~~allowance~~($205,300 balance due on ~~the~~consulting ~~expected~~services due ~~tax~~as ~~benefits~~ of ~~future~~December ~~loss~~31, ~~carry~~2023 ~~forwards~~and ~~based~~$319,700 onpaid ~~uncertainty~~in ~~surrounding~~advance ~~realization~~for of2024 ~~such~~consulting ~~assets~~services).

~~F-28~~In April 2023, the Company advanced an officer $3,000 with no amounts repaid. The Company is in process to have this amount repaid.

Bear Village

F-24

NOTE 8 – INCOME TAXES

At December 31, 2023, net operating loss carry forwards for Federal and state income tax purposes totaling approximately $9,707,000 available to reduce future income which, if not utilized, will begin to expire in the year 2041. There is no income tax affect due to the recognition of a full valuation allowance on the expected tax benefits of future loss carry forwards based on uncertainty surrounding realization of such assets.

A reconciliation of the statutory income tax rates and the effective tax rate is as follows:

Schedule of income tax expense
	For the Years Ended December 31,
	2022		2021
	2023		2022
Statutory U.S. federal rate		21.0%		21.0%
State income tax, net of federal benefit		3.5%		3.5%
Permanent differences		~~(3.4)~~-%		0(3.04)%
Valuation allowance		(2124.15)%		(2421.51)%
Provision for income taxes		0.0%		0.0%

The tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consist of the following:

Schedule of deferred income taxes
	December 31,
	2022			2021
	2023			2022
Deferred tax assets:
Net operating loss carry forwards	$	12,~~305~~599,~~033~~467		$	~~495~~1,~~455~~305,033
Stock based compensation		346,003			–
Stock-based compensation		1,507,847			346,003
Valuation allowance		(14,~~651~~107,~~036~~314	)		(~~495~~1,~~455~~651,036	)
Deferred tax asset, net	$	–		$	–

Major tax jurisdictions are the United States and Florida. All of the tax years will remain open three and four years for examination by the Federal and state tax authorities, respectively, from the date of utilization of the net operating loss. There are no tax audits pending.

NOTE 149 – EARNINGS PER SHARE

FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (“EPS”) computations.

Basic earnings (loss) per share are computed by dividing net earnings available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

F-25

Schedule of anti dilutive shares
Schedule of anti-dilutive shares
	Years Ended December 31,
	2022		2021
	2023		2022
Convertible notes payable		12,600,000		21,475,721
Series A convertible preferred stock		500,000,000		500,000,000
Series B convertible preferred stock		548,~~000~~100,000		5,000,000
Total potentially dilutive shares		~~505~~560,~~000~~700,000		~~505~~526,~~000~~475,~~000~~721

F-29

The following table sets forth the computation of basic and diluted net income per share:

Schedule of earnings per share
Schedule of earning per share
	Years Ended December 31,
	2022			2021
	2023			2022
Loss from continuing operations	$	(5,466,473	)	$	(1,255,898	)
Net loss attributable to the common stockholders	$	(9,258,849	)	$	(5,466,473	)
Discontinued operations		–			(116,652	)
Basic weighted average outstanding shares of common stock		73,269,271			71,354,434
Net loss attributable to the common stockholders	$	(5,466,473	)	$	(1,372,550	)
Basic weighted average outstanding shares of common stock		71,354,434			76,735,271
Dilutive effect of options and warrants		–			–
Diluted weighted average common stock and common stock equivalents		7173,~~354~~269,~~434~~271			7671,~~735~~354,~~271~~434
Loss per share:
Net loss per share from continuing operations, basic and diluted	$	(0.08	)	$	(0.02	)
Basic and diluted	$	(0.13	)	$	(0.08	)
Net loss per share from discontinued operations, basic and diluted		(0.00	)		(0.00	)
Net loss per share total, basic and diluted	$	(0.08	)	$	(0.02	)

NOTE 1510 – COMMITMENTS AND CONTINGENCIES

Legal

On ~~January~~December 2621, ~~2021~~2023, ~~Plaintiffs~~the ~~were~~Company ~~erroneously~~was notified ~~granted~~that anZuchaer ~~Order~~was ofawarded ~~Default~~a tojudgement ~~which~~in the ~~Defendants~~amount ~~immediately~~of ~~pointed~~approximately ~~out~~$527,498 toplus ~~the~~costs ~~Court~~ and onattorney ~~February~~fees 23for a judgement totaling $533,268. In ~~2021~~addition, anMr. ~~Order~~Zuchaer ~~Vacating~~is ~~the Default~~entitled ~~was~~to ~~granted~~interest inat ~~favor~~the rate of ~~the~~approximately ~~Defendants.~~$117 ~~The~~per ~~Plaintiff~~day ~~knew~~from August 10, or2023 ~~should~~through ~~have~~September ~~known~~15, 2023, ~~that~~all of which shall bear interest thereafter at the ~~Order~~rate of ~~Default~~5.52% ~~was~~per ~~not~~year. ~~valid~~The ~~but they~~Company ~~proceeded~~has onrecorded ~~February~~this 9,liability ~~2021~~under toshort-term convertible ~~publish~~notes ~~false~~payable and ~~misleading~~accrued ~~press~~interest ~~releases~~in the Balance Sheet.

OnA ~~November~~court ~~23,~~hearing ~~2022~~has ~~(“Settlement~~been ~~Date”), Mr.~~scheduled ~~Shvo~~for ~~settled~~June ~~with~~20, 2024 ~~First~~in ~~Capital~~which ~~Venture on behalf of~~ the ~~Defendants~~Company ~~for~~must ~~$11,500~~appear to beexplain ~~paid~~why ~~within ten (10) days from~~ the ~~Settlement Date.~~Company Onhas ~~November~~failed ~~23,~~to ~~2022,~~comply with the ~~settlement payment of $11,500 was paid~~judgement.

~~Rocket~~No ~~Systems~~assurance –can ~~Discontinued~~be ~~Operations~~made that this matter together with the potential for reputational harm, will not result in a material financial exposure, which could have a material adverse effect on the Company's financial condition, results of operations, or cash flows.

~~F-30~~Adjustments, if any, that might result from the resolution of this matter have not been reflected in the consolidated financial statements except that Thunder has recorded a reserve of $769,137 (principal and accrued interest) as of December 31, 2023. However, no assurance can be made that this matter together with the potential for reputational harm, will not result in a material financial exposure, which could have a material adverse effect on the Company's financial condition, results of operations, or cash flows.

Plaintiff has demanded that the remainder of the product order be canceled and the refund of $43,812. In addition, the Plaintiff sought prejudgment interest and costs of this action.

This contingency remained with Nature and is not a contingency for the Company per the Bear Village acquisition (see Note 1).

Home Remedies CBD – Discontinued Operations

Plaintiff demanded that the remainder of the product order be canceled and a refund of $37,005. In addition, the Plaintiff sought prejudgment interest and costs of this action.

On July 19, 2022, THP agreed to pay Plaintiff a settlement of $15,000. This contingency remained with Nature and is not a contingency of the Company per the Bear Village acquisition (see Note 1).

Employment Contracts

	·	$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.

F-31

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.

F-27

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.

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. 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.

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted to 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.

	·	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 (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company’s investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company’s Consolidated Statements of Operations as of December 31, 2023.

F-3228

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 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, 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 June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 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. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to activate the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders’ Deficit at December 31, 2023.
	·	a total of 5,000,000 common shares, ~~issued~~vesting onimmediately ~~December~~and ~~15,~~recorded ~~2022~~as stock-based compensation, ~~valued~~and ata bonus of $1,600,000 ~~(based~~resulting onfrom the Company’s ~~stock~~investment ~~price~~and onpromotion of Bear Village Resort’s facilities in Tennessee and Georgia which is expected to occur subsequent to the ~~date~~Company’s ofRegulation ~~issuance),~~A ~~vesting~~being ~~immediately~~declared effective. On May 17, ~~and~~2023, athe Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $~~400~~0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 ~~resulting~~common ~~from~~shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company’s ~~execution~~does ofnot intend to cancel them in case the ~~Joint~~goals ~~Marketing~~are ~~and~~not ~~Advertising~~met. ~~Agreement~~The ~~with~~expected timeline for meeting the ~~Las~~goals ~~Vegas~~is ~~Aces~~December ~~professional~~31, ~~Women~~2024. The shares are included under Common stock in the Statement of Changes in Shareholders’s ~~basketball~~Deficit ~~team~~at December 31, 2023.
	·	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 (see Note 17).
	·	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~~2023.

During the years ended December 31, ~~2022~~2023 and ~~2021~~2022, the Company paid Top Flight $~~320~~368,700 ($153,000 for monthly consulting services and $215,700 for goals-based bonus) and $324,600 ($171,600 for monthly consulting services and $0153,000 for goals-based bonus), respectively, with a balance due of $205,300 and $247,000 as of December 31, 2023 and 2022, respectively. In January 2024, the Company paid Top Flight $525,000 ($205,300 balance due on consulting services due as of December 31, 2023 and $319,700 paid in advance for 2024 consulting services).

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. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders’ Deficit at December 31, 2022. In February 2023, these shares were converted into 2,000 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. On May 22, 2023, the consultant converted 2,000 shares of the Series B Convertible Preferred Stock into 2,000,000 common shares.

F-29

Investment in WC Mine Holdings

F-33

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 reentered into a Membership Interest Purchase Agreement (“Agreement”) with Fourth & One with respect to the sale and transfer of 51.5% of Fourth & One’s interest in 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 Coins (“Coins”), valued at $1,450,000 (combined “Related Liabilities”). On May 30, 2023, the Fourth & One agreement contingencies were removed and the Company recorded an investment and Related Liabilities totaling $5,450,000 ($4,000,000 as a convertible promissory note and $1,450,000 presented as other current liabilities in the balance sheet). Fourth & One converted the promissory note of $4,000,000 into 2,000,000 shares of the Company’s common stock. Should the Coins not go “live” by August 30, 2023, the Company will exchange the Coins requirement with 725,000 shares of the Company’s common stock, valued at $1,450,000 (“Exchange”), but Fourth & One must first exercise their right to return the Coins to the Company. On November 17, 2023, Fourth & One exercised their right and returned the 2,000 Coins to finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000 common shares. In addition, the Amendment allows for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share should the Company fail to meet the Regulation A Tier II offering of $3.00 per share by December 31, 2023. As of the date of this filing, the Securities and Exchange Commission (“SEC”) has not authorized the Company’s Regulation A Tier II offering and therefore, the Amendment for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share remains a contingency (see Note 175). On December 31, 2023, the Agreement was mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth & One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the Company’s investment in Fourth & One of $5,450,000.

Sponsorship Agreement

F-30

Collateralized Bond Obligation Program

Financing Engagement Agreement

~~NOTE~~On 16August –25, ~~DISCONTINUED~~2022, ~~OPERATIONS~~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 has paid retainers of $36,020 and $42,000 during the years ended December 31, 2023 and 2022, respectively, with a prepaid balance of $78,020 and $42,000 as of December 31, 2023 and 2022, respectively.

AsCredit aRating result of the October 14, 2021 Complaint filed against Defendants, the Company determined that Nature would be accounted as a discontinued operation pursuant to ASC 205-20 Discontinued Operations. In determining whether a group of assets that is disposed (or to be disposed) should be presented as a discontinued operation, we analyzed whether the group of assets being disposed represents a component of the Company; that is, whether it had historic operations and cash flows that were clearly distinguished, both operationally and for financial reporting purposes. In addition, we considered whether the disposal represents a strategic shift that has or will have a major effect on our operations and financial results.Agreement

~~The~~On ~~following~~October ~~table~~17, ~~reconciles~~2023, in conjunction with the ~~loss~~Company’s market ~~realized~~value collateralized bond obligation program, the Company entered into a Credit Rating Agreement with Moody’s Investor Service ~~from~~(“Moody’s”) in which Moody’s will evaluate the ~~disposal~~relative future creditworthiness of ~~discontinued~~the ~~operations:~~ collateralized bond obligation program. The credit rating fee shall be 7% of the issuance plus initial fees of approximately $115,000 and an annual monitoring fee of $50,000.

Schedule of gain on disposal of discontinued operation
	December 31,
	2021
Accounts payable	$	386,129
Due to related party		72,743
Customer advance payments		203,518
Short term notes payable		149,490
Accrued interest		89,120
Gain on disposal of discontinued operation	$	901,000

Land Purchase and Sale Agreement

~~Discontinued~~On ~~operations~~October 18, 2023 (“Binding Agreement Date”), the Company entered into a Land Purchase and Sale Agreement (“Land Purchase”) to acquire 65.9 acres located at 0 Highway 59, Commerce, Georgia 30530 further described in the deed book as TR1 PB E-140 & TR 2 PB 36-95 for a purchase price of $4,942,500. The property is being sold subject to an earnest money payment of $75,000 on or before November 23, 2023, as amended, and a due diligence period of 90 days from the ~~years~~Binding ~~ended~~Agreement ~~December~~Date. The scheduled closing date of the Land Purchase is May 1, 2024, as amended. On January 31, ~~2021~~2024, ~~consist~~the ofCompany paid the ~~operations~~earnest ~~from~~money ~~Nature~~of $75,000.

~~F-34~~NOTE 11 – SUBSEQUENT EVENTS

~~The~~Amended ~~following~~Employment ~~tables~~Agreement ~~lists the assets and liabilities of discontinued operations as of December 31, 2022 and 2021 and the discontinued operations for Nature for years ended December 31, 2022 and 2021:~~

Schedule of assets and liabilities of discontinued operations
	December 31,		December 31,
	2022		2021
Liabilities
Current liabilities:
Accounts payable	$	–	$	386,129
Due to related party		–		72,743
Loan payable to shareholder		–		68,405
Customer advance payments		–		203,518
Short term notes payable		–		149,490
Current portion of operating lease liabilities		–		–
Accrued interest		–		89,120
Other current liabilities		–		–
Total current liabilities of discontinued operation		–		901,000
Total liabilities of discontinued operation	$	–	$	901,000

On January 15, 2024, Mr. Haynes Employment Agreement was amended for the following:

	For the Years Ended December 31,
	2022		2021
Revenue	$	–	$	3,750,519
Cost of sales		–		1,574,770
Gross profit		–		2,175,749
Operating expenses:
Advertising and marketing expenses		–		392,171
General and administrative		–		1,876,217
Total operating expenses		–		2,268,388
Profit from operations		–		(92,639	)
Other expense (income):
Impairment of assets		–		195,347
Interest expense		–		28,962
Other expense		–		–
Other income		–		(200,296	)
Total other expense		–		24,013
Loss before income taxes		–		(116,652	)
Income taxes		–		–
Net loss of discontinued operations	$	–	$	(116,652	)

	·	employee reimbursements (car and cell phone) totaling $1,500 per month.
	·	Base salary increased to $13,500 per month on a bi-monthly basis starting January 15, 2024. The Company also approved a one-time $50,000 advance against future monthly compensation to be repaid $4,167 per payment through December 15, 2024.
	·	5,000,000 shares of TNRG common stock in the Company upon the effectiveness of the Company’s S-1.

F-3531

~~NOTE~~2024 ~~17 – SUBSEQUENT EVENTS~~Note

~~April~~In ~~2022~~January ~~Notes~~2024, the Company issued a convertible promissory note (“2024 Note”) in the principal amount of $1,000,000. The 2024 Note bears no interest and is due and payable on July 31, 2024. The holder of the 2024 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 $0.30 per share, or 3,333,333 shares. The 2024 Note allows for the repurchase of up to a total of 3,333,333 converted common shares at $2.75 per share should the Company fail to meet the Regulation A Tier II offering of $5.00 per share. The 2024 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 holder of the Note may be entitled to take various actions, which may include the acceleration of amounts due under the Note. Should the Company be insolvent, the holder has the right to be made whole of their investment plus 20%. In addition, the Company executed a Technology Services Agreement with the noteholder giving the noteholder a preference/option for all technology service projects of the Company in real estate development.

~~Subsequent~~Top 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.Flight

AsIn ofJanuary ~~March 31~~2024, ~~2023,~~ the Company ~~has~~paid ~~not~~Top ~~repaid~~Flight $525,000 ~~April~~($205,300 ~~2022~~balance ~~Notes~~due ~~convertible~~on ~~notes~~consulting ~~totaling~~services ~~$431,500~~due ~~with~~as ~~maturity dates~~ of December 31, ~~2022 through March 31,~~ 2023 and ~~these~~$319,700 ~~convertible notes~~paid ~~are now~~ in ~~default.~~advance ~~The~~for ~~Company~~2024 isconsulting ~~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~~services).

InBear addition, one note of $100,000 issued in January 2023 allows for the repurchase of up to 100,000 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.Village

~~Investment~~In January 2024, the Company executed an agreement with a third party Engineering and Construction Services company for Engineering and Environmental Services (“Services”) for the Bear Village and development project totaling $436,060 (including a retainer of $109,015). The Company made a payment of $80,000 toward the retainer in WCJanuary ~~Mine~~2024. ~~Holdings~~The Services include Environmental Site Assessment; Boundary, Topographic, and Tree Location Survey; Geotechnical assistance; Design Engineering Services; Permitting; and, Landscape Architecture.

OnIn ~~January~~February 52024, ~~2023,~~ the Company ~~entered~~executed ~~into a~~an ~~Membership Interest Purchase Agreement (“Agreement”)~~ agreement with ~~Fourth~~a &third ~~One,~~party ~~LLC~~consulting ~~(“Fourth~~firm &to ~~One”)~~prepare ~~with respect~~a tofeasibility ~~the~~study ~~sale~~ and ~~transfer of 51.~~EB-5% ofportal ~~Fourth~~representation ~~& One’s interest in WC Mine Holdings, LLC (“WCMH”) giving the Company a 30.9% ownership in WCMH~~ for ~~consideration~~foreign ~~totaling~~investment ~~$5,450,000~~ for the ~~Kinsley~~Bear ~~Mountain mineral, resources, and water~~Village ~~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~~development ~~RoRa~~project ~~Prime~~in ~~digital~~Georgia ~~coins~~totaling ~~(“Coins”), valued at~~ $118,~~450,~~000. ~~The promissory~~Congress ~~note~~created ~~provides~~the ~~for~~EB-5 ~~no interest and matured on March 31, 2023 (“Maturity Date”). The Company is currently in~~Program ~~discussions~~in ~~with~~1990 ~~Fourth & One~~ to ~~convert~~stimulate the ~~promissory note into the Company’s common stock~~U.S. Ineconomy ~~addition,~~through ~~the~~job ~~promissory note~~creation ~~provides that the Company may convert all amounts at any time prior to the Maturity Date~~ and ~~after~~capital ~~gaining~~investment ~~approval~~ by ~~the Securities~~foreign ~~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~~investors.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.

Consulting Agreement

InOn ~~conjunction~~January ~~with the December 2~~9, ~~2022 Consulting Agreement with Top Flight~~2024, athe ~~total~~Company ofissued 121,000,000 restricted common shares ~~were~~to ~~issued~~a onthird ~~January 5~~party, ~~2023,~~ valued at $126,~~140,000~~300 (based on the ~~Company’s~~estimated fair value of the stock ~~price~~ on the date of ~~issuance~~grant), ~~vesting~~to provide ~~immediately,~~consulting ~~and~~services ato ~~bonus based of $1,200,000 resulting from~~ the Company~~’s investment in Kinsley Mountain mineral, resources, and water rights (see Note 15)~~.

~~Preferred~~ Stock Repurchase Agreement

~~During~~On ~~February~~January ~~and March 2023~~23, ~~holders of 64~~2024,~~000,000~~ ~~shares~~a ofprevious ~~common~~noteholder requested ~~stock~~the ~~(57,000,000~~return ~~shares~~of ~~from~~his ~~related~~investment ~~parties~~capital ~~and~~of 7$1,000~~,000~~ ~~shares~~in ~~third parties) elected to~~ exchange ~~these shares~~ for anthe ~~aggregate~~return of 64 14,~~000~~286 shares of ~~Series~~the BCompany’s ~~Convertible~~common ~~Preferred~~stock ~~Stock.~~that ~~Each~~the shareholder ~~Series~~received Bthrough ~~Convertible~~the ~~Preferred~~conversion ~~Share~~of ishis ~~entitled~~convertible tonote. ~~one~~The ~~thousand~~Company ~~(1,000)~~paid ~~votes and~~the ~~converts into one thousand (~~$1,000) ~~shares~~on ofFebruary ~~the~~5, ~~Company’s common stock~~2024.

F-3632

Filing Compare · Thunder Energies Corp