UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q



[X]
quarterly REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the quarterly period ended: September 30, 2012



or



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



For
the transition period from ______ to ______



Commission
File No. 333-172658



Thunderclap
Entertainment, Inc.

(Exact
Name of Registrant as Specified in its Charter)



|California                                                                                                                   |  | 30-0580318                              
|---------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------
|(State
    or other Jurisdiction of Incorporation or Organization)                                                           |  | (I.R.S.
    Employer Identification No.)
|                                                                                                                             |  |                                         
|201
                                                          Santa Monica Blvd., Suite 300
        Santa
        Monica, CA |  | 90401                                   
|(Address
    of Principal Executive Offices)                                                                                 |  | (Zip
    Code)                          



Registrant’s
telephone number, including area code: (310) 752-7773



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.

Yes
[X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§230.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes
[  ] No [X]



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



|Large
accelerated filer | [  ]                                                   | Accelerated
filer         | [  ]
|----------------------- | ------------------------------------------------------ | ------------------------- | ----
|                        |                                                        |                           |     
|Non-accelerated
filer   | [  ] (Do not check
    if a smaller reporting company) | Smaller
reporting company | [X] 



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes
[  ] No [X]



APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:



Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes
[  ] No [  ]



APPLICABLE
ONLY TO CORPORATE ISSUERS



Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As
of November 15, 2012, the number of shares outstanding of the issuer’s sole class of common stock, no par value per share,
is 16,485,000.
















table
of contents



|Part I – FINANCIAL INFORMATION                                                                                                                                   |  |  | F-1 | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --- | 
|Item 1. Financial Statements (unaudited)                                                                                                                         |  |  | F-1 | 
|Balance Sheet                                                                                                                                                    |  |  | F-1 | 
|Statement of Operations                                                                                                                                          |  |  | F-2 | 
|Statements of Cash Flows For the Nine Months Ended September 30, 2012 and 2011 and for the Period from September 10, 2009 (inception) through September 30, 2012 |  |  | F-3 | 
|Notes to Financial Statements (Unaudited)                                                                                                                        |  |  | F-4 | 
|Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations                                                                   |  |  | 3   | 
|Results of Operations                                                                                                                                            |  |  | 4   | 
|Three months ended September 30, 2012 compared with the three months ended September 30, 2011                                                                    |  |  | 5   | 
|Nine months ended September 30, 2012 compared with the nine months ended September 30, 2011                                                                      |  |  | 5   | 
|Off-Balance Sheet Arrangements                                                                                                                                   |  |  | 8   | 
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                                                                                               |  |  | 9   | 
|Item 4. Controls and Procedures                                                                                                                                  |  |  | 9   | 
|PART II —  OTHER INFORMATION                                                                                                                                     |  |  | 11  | 
|Item 1. Legal Proceedings                                                                                                                                        |  |  | 11  | 
|Item 1A. Risk Factors                                                                                                                                            |  |  | 11  | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                                                                              |  |  | 11  | 
|Item 3. Defaults Upon Senior Securities                                                                                                                          |  |  | 11  | 
|Item 4. Mine Safety Disclosures                                                                                                                                  |  |  | 11  | 
|Item 5. Other Information                                                                                                                                        |  |  | 11  | 
|Item 6. Exhibits                                                                                                                                                 |  |  | 11  | 
|SignatureS                                                                                                                                                       |  |  | 12  | 
|CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002                                                                                      |  |  |     | 
|CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002                                                                                      |  |  |     | 
|Certification pursuant to 18 U.S.C.
    Section 1350 as adopted pursuant to Section 906 of the Sarbanes-oxley act of 2002                                        |  |  |     | 
|Certification pursuant to 18 U.S.C.
    Section 1350, as ENACTED pursuant to Section 906 of the Sarbanes-oxley act of 2002                                       |  |  |     | 





2







Part
I – FINANCIAL INFORMATION

Item
1. Financial Statements  (unaudited)



THUNDERCLAP
ENTERTAINMENT, INC.

(A
Development Stage Enterprise)

Balance
Sheet



|                                                                                                                                                       |  | September 30, 2012 |          |   | December 31, 2011 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | -------- | - | ----------------- | -
|                                                                                                                                                       |  | (unaudited)        |          |   | (audited)         |  
|ASSETS                                                                                                                                                 |  |                    |          |   |                   |  
|Current Assets                                                                                                                                         |  |                    |          |   |                   |  
|Cash                                                                                                                                                   |  | $                  | 117      |   |                   | $
|Total Current Assets                                                                                                                                   |  |                    | 117      |   |                   |  
|                                                                                                                                                       |  |                    |          |   |                   |  
|Furniture & Equipment                                                                                                                                  |  |                    | 5,722    |   |                   |  
|Less: Accumulated Deprecation                                                                                                                          |  |                    | (4,695   | ) |                   |  
|Total Furniture & Equipment                                                                                                                            |  |                    | 1,027    |   |                   |  
|                                                                                                                                                       |  |                    |          |   |                   |  
|TOTAL ASSETS                                                                                                                                           |  | $                  | 1,144    |   |                   | $
|                                                                                                                                                       |  |                    |          |   |                   |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                   |  |                    |          |   |                   |  
|LIABILITIES                                                                                                                                            |  |                    |          |   |                   |  
|Current Liabilities                                                                                                                                    |  |                    |          |   |                   |  
|Accounts Payable                                                                                                                                       |  | $                  | 3,250    |   |                   | $
|Advances from Related Parties                                                                                                                          |  |                    | 23,127   |   |                   |  
|Total Current Liabilities                                                                                                                              |  |                    | 26,377   |   |                   |  
|                                                                                                                                                       |  |                    |          |   |                   |  
|TOTAL LIABILITIES                                                                                                                                      |  |                    | 26,377   |   |                   |  
|                                                                                                                                                       |  |                    |          |   |                   |  
|STOCKHOLDERS’ EQUITY                                                                                                                                   |  |                    |          |   |                   |  
|Common Stock; Authorized 50,000,000 common shares, no par, 16,485,000 issued and outstanding on September 30, 2012 and December 31, 2011, respectively |  |                    | 150,000  |   |                   |  
|Common Stock Receivable                                                                                                                                |  |                    | -        |   |                   |  
|Total Common Stock                                                                                                                                     |  |                    | 150,000  |   |                   |  
|Deficit accumulated during the development stage                                                                                                       |  |                    | (175,233 | ) |                   |  
|TOTAL STOCKHOLDERS’ DEFICIT                                                                                                                            |  |                    | (25,233  | ) |                   |  
|TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT                                                                                                              |  | $                  | 1,144    |   |                   | $



The
accompanying notes are an intergral part of these financial statements.



F-1









THUNDERCLAP
ENTERTAINMENT, INC.

(A
Development Stage Enterprise)



Statement
of Operations

For
the Three Months Ended September 30, 2012 and 2011 and

For
the Nine Months Ended September 30, 2012 and 2011 and

For
the period from September 10, 2009 (inception) through September 30, 2012



|                                                                         |  |                              |            |   |                             |   |            | For the Period              | 
|------------------------------------------------------------------------ |  | ---------------------------- | ---------- | - | --------------------------- | - | ---------- | --------------------------- | 
|                                                                         |  | For the
 Three Months 
Ended |            |   | For the 
Nine Months
 Ended |   |            | For the 
Nine Months
 Ended | 
|                                                                         |  | Sep. 30, 2012
 (Unaudited)   |            |   | Sep. 30, 2011
 (Unaudited)  |   |            | Sep. 30, 2012
 (Unaudited)  | 
|                                                                         |  |                              |            |   |                             |   |            |                             | 
|Expenses                                                                 |  |                              |            |   |                             |   |            |                             | 
|                                                                         |  |                              |            |   |                             |   |            |                             | 
|General & Administrative Expenses                                        |  | $                            | 223        |   |                             |   | 1,310      |                             | 
|Professional and Consulting Fees                                         |  |                              | -          |   |                             |   | 750        |                             | 
|Rent Expense                                                             |  |                              | -          |   |                             |   | -          |                             | 
|Stock-based Compensation                                                 |  |                              | -          |   |                             |   | -          |                             | 
|Website Development                                                      |  |                              | -          |   |                             |   | -          |                             | 
|Depreciation Expense                                                     |  |                              | 477        |   |                             |   | 477        |                             | 
|                                                                         |  |                              |            |   |                             |   |            |                             | 
|Total Expenses                                                           |  |                              | 700        |   |                             |   | 2,537      |                             | 
|                                                                         |  |                              |            |   |                             |   |            |                             | 
|Net Loss for the Period                                                  |  | $                            | (700       | ) |                             | $ | (2,537     | )                           | 
|                                                                         |  |                              |            |   |                             |   |            |                             | 
|Basic and diluted loss per common share                                  |  | $                            | (0.00      | ) |                             |   | (0.00      | )                           | 
|                                                                         |  |                              |            |   |                             |   |            |                             | 
|Weighted average number of common shares outstanding - Basic and diluted |  |                              | 16,485,100 |   |                             |   | 16,485,100 |                             | 



The
accompanying notes are an intergral part of these financial statements.



F-2







THUNDERCLAP
ENTERTAINMENT, INC.

(A
Development Stage Enterprise)



Statements
of Cash Flows

For
the Nine Months Ended September 30, 2012 and 2011

and
for the Period from September 10, 2009 (inception) through September 30, 2012



|                                                                                 |  | (unaudited)                                            |       
|-------------------------------------------------------------------------------- |  | ------------------------------------------------------ | ------
|                                                                                 |  | For the Nine
 Months Ended
 Sep. 30, 2012
 (Unaudited) |       
|OPERATING ACTIVITIES                                                             |  |                                                        |       
|Net loss                                                                         |  | $                                                      | (9,467
|Adjustments to reconcile net loss to net cash provided by (used for) operations: |  |                                                        |       
|Accounts payable                                                                 |  |                                                        | (555  
|Accumulated depreciation                                                         |  |                                                        | 1,430 
|                                                                                 |  |                                                        |       
|Net cash provided (used) by Operating Activities                                 |  |                                                        | (8,952
|                                                                                 |  |                                                        |       
|INVESTING ACTIVITIES                                                             |  |                                                        |       
|Furniture & Equipment                                                            |  |                                                        | -     
|                                                                                 |  |                                                        |       
|Net cash used for Investing Activities                                           |  |                                                        | -     
|                                                                                 |  |                                                        |       
|FINANCING ACTIVITIES                                                             |  |                                                        |       
|Common stock                                                                     |  |                                                        | -     
|Loans from Related Parties                                                       |  |                                                        | 8,662 
|                                                                                 |  |                                                        |       
|Net cash provided by financing activities                                        |  |                                                        | 8,662 
|                                                                                 |  |                                                        |       
|Net increase (decrease) in cash and cash equivalents                             |  |                                                        | 70    
|                                                                                 |  |                                                        |       
|Cash,at beginning of period                                                      |  |                                                        | 47    
|                                                                                 |  |                                                        |       
|Cash,at end of period                                                            |  | $                                                      | 117   
|                                                                                 |  |                                                        |       
|Supplemental disclosure of non-cash investing and financing activities:          |  |                                                        |       
|Issuance of common stock issued for services                                     |  | $                                                      | -     
|                                                                                 |  |                                                        |       
|Supplemental cash flow information:                                              |  |                                                        |       
|Interest paid                                                                    |  |                                                        | -     
|                                                                                 |  |                                                        |       
|Income taxes paid                                                                |  | $                                                      | -     



The
accompanying notes are an integral part of these financial statements



F-3









Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



Notes
to Financial Statements (Unaudited)



NOTE
1 - UNAUDITED INFORMATION












The
balance sheet of Thunderclap Entertainment, Inc. (the “Company”) as of September 30, 2012, and the statements of operations
for the three-month period ended September 30, 2012 and the nine-month period ended September 30, 2012, have not been audited.
However, in the opinion of management, such information includes all adjustments (consisting only of normal recurring adjustments),
which are necessary to properly reflect the financial position of the Company as of September 30, 2012, and the results of operations
for the three-months ended September 30, 2012 and for the nine-months ended September 30, 2012.



Certain
information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted, although management believes that the disclosures are adequate
to make the information presented not misleading. Interim period results are not necessarily indicative of the results to be achieved
for an entire year. These financial statements should be read in conjunction with the audited financial statements and notes to
financial statements as of December 31, 2011 and calendar year then ended.



NOTE
2 - NATURE OF BUSINESS












The
Company was incorporated under the laws of the state of California on September 10, 2009, under the name Thunderclap
Entertainment, Inc. The Company has limited operations and is developing a business plan as a producer of low-budget motion
pictures. To date, its business activities have been limited to organizational matters, research of film scripts and raising
capital. It is considered a development stage company and has not yet realized any revenues from its planned
operations.



NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES












Development
Stage Enterprise



The
Company is a development stage company as defined by ASC 915-10-05, “Development Stage Entity.” The Company is still
devoting substantially all of its efforts on establishing its business and its planned principal operations have not commenced.
All losses accumulated, since inception, have been considered as part of the Company’s development stage activities.



Basis
of Accounting



The
Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31
fiscal year end.



Cash
and Cash Equivalents



The
Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.



The
Company had no cash equivalents as of September 30, 2012.



F-4







Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



Use
of Estimates and Assumptions



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.



Stock
Based Compensation



ASC
718 “Compensation - Stock Compensation” prescribes accounting and reporting standards
for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans
and stock appreciation rights, may be classified as either equity or liabilities. The
Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists.
A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments
lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated
policies. If a present obligation exists, the transaction is recognized as a liability; otherwise, the transaction is recognized
as equity.



The
Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions
of ASC 505-50 “Equity - Based Payments to Non-Employees.” Measurement of share-based
payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or
services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at
the earlier of performance commitment date or performance completion date.



Income
Taxes



The
Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for
Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for
the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized
in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period
that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the
weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets
will not be realized.



ASC
740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position
taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected
to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination,
based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax
benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge
of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a
current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain
tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.



No
provision was made for Federal income tax.



Property
and Equipment



Property
and equipment are stated at cost and consist solely of computer equipment. Depreciation of computer equipment is computed on the
straight-line basis over 3 years, the estimated useful life of the equipment.





F-5







Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



Depreciation
is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets.



For the
three-month period ended September 30, 2012, we recognized $477 in depreciation expense on our equipment.



For
federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For audit purposes,
depreciation is computed under the straight-line method over the estimated useful lives of the equipment.



Advertising
Costs



Advertising
and promotion costs are expensed as incurred. The Company has not incurred any such expenses since inception.



Earnings
(Loss) per Share



The
Company’s basic earnings (loss) per share are calculated by dividing its net income (loss) available to common stockholders
by the weighted average number of common shares outstanding for the period. The Company’s dilutive earnings (loss) per share
is calculated by dividing its net income (loss) available to common shareholders by the diluted weighted average number of shares
outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares
adjusted for any potentially dilutive debt or equity.



Fair
Value of Financial Instruments



The
Company’s financial instruments as defined by FASB ASC 825, “Financial Instruments”include cash,
trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis,
which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2012.



FASB
ASC 820 “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring
fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements.
ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:





|● | Level
    1. | Observable inputs
    such as quoted prices in active markets;                                                                         
|- | ------------ | ---------------------------------------------------------------------------------------------------------------------------------------
|  |              |                                                                                                                                        
|● | Level
2.     | Inputs, other
    than the quoted prices in active markets, that are observable either directly or indirectly; and                     
|  |              |                                                                                                                                        
|● | Level
3.     | Unobservable
    inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.



The
Company does not have any assets or liabilities measured at fair value on a recurring basis at September 30, 2012. The
Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis
during the periods ended September 30, 2012.



Revenue
Recognition



The
Company’s financial statements are prepared under the accrual method of accounting. Revenues are recognized when
evidence of an agreement exists, the price is fixed or determinable, collectability is reasonably assured and goods have been
delivered or services performed.



F-6









Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



Research
and Development



Research
and development costs are expensed as incurred; however, we did not incur any such costs.



Recent
Accounting Pronouncements



In
May 2011, the FASB issued guidance to amend certain measurement and disclosure requirements related to fair value
measurements to improve consistency with international reporting standards. This guidance is effective prospectively for
public entities for interim and annual reporting periods beginning after December
15, 2011, with early adoption by public entities prohibited, and is applicable to the
Company’s fiscal quarter beginning January 1,
2012. Adoption of this guidance did not have a material effect on our financial
statements.



The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and
does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact
on its financial position or results of operations.



NOTE
4 - INCOME TAXES












As
of September 30, 2012, the Company had a net operating loss carry forward of ($163,983) that may be available to reduce future
years’ taxable income through 2031.



The provision
for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision
for income taxes. The sources and tax effects of the differences for the periods presented are as follows:



|                                 |  | As of September 30, 2012 |         
|-------------------------------- |  | ------------------------ | --------
|Deferred tax assets:             |  |                          |         
|Net operating tax carry-forwards |  | $                        | 175,233 
|                                 |  |                          |         
|Gross deferred tax asset         |  |                          | 175,233 
|Valuation allowance              |  |                          | (175,233
|                                 |  |                          |         
|Net deferred tax assets          |  | $                        | -       



Realization
of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences
and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income
is uncertain, the Company recorded a valuation allowance.



NOTE
5 - NET OPERATING LOSSES










As
of September 30, 2012, the Company has a net operating loss carry-forward of approximately $175,233, which will expire 20 years
from the date the loss was incurred.



F-7









Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



NOTE
6 - STOCKHOLDERS’ EQUITY












The
Company was formed with one class of common stock, no par value and is authorized to issue 50,000,000 common shares and no preferred
shares. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose
to do so, elect all of the directors of the Company.



In
September 2009, the Company issued 1,000,000 shares of common stock to its officer and sole director, Gary L. Blum. The Company
issued this stock to Mr. Blum in exchange for $100 of services rendered to the Company in its formation at a price of $0.0001
per share. In addition, the Company issued 250,000 shares of common stock to its president, Michael F. Matondi, in exchange for
$25 of services rendered in its formation at a price of $0.0001 per share.



In
September 2009, the Company issued 13,000,000 common shares to Donald P. Hateley, its founder and legal counsel, for services
rendered in its formation and organization valued at $1,300 or $0.0001 per share and 500,000 common shares to Alena V. Borisova
for services rendered in its formation and organization valued at $500 or $0.0001 per share and 250,000 common shares to Sherry
Goggin for services rendered in its formation and organization valued at $250 or $0.0001 per share.



From
September 29, 2009 to December 31, 2009, the Company issued 705,000 shares at a price of $0.10 per share for $70,500 to individuals
in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”)
in reliance on Section 4(2) of the Act.



From
January 1, 2010 to April 9, 2010, the Company issued 780,000 common shares at a price of $0.10 per share for $78,000 to individuals
in a transaction that is exempt from the registration requirements of the Act in reliance on Section 4(2) of the Act.



As
of September 30, 2012, there are 16,485,000 shares of common stock outstanding.



NOTE
7 - RELATED PARTY TRANSACTIONS












The
sole officer and director of the Company is involved in other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available, he may face a conflict in selecting between the
Company and his other business interests. The Company has not formulated a policy for the resolution of such conflicts.



The
Company’s majority shareholder is its legal counsel. In April 2011, a shareholder advanced the Company $12,000 to fund
working capital expenses. This advance is unsecured and does not carry an interest rate or repayment terms; however, the
shareholder has orally agreed not to seek repayment until the Company is financially able to repay it. From May 2011 to
September 2011, another shareholder advanced $1,816 to fund working capital expenses. Subsequently, our majority shareholder
has advanced an additional $9,311 under the same terms of which 8,662 was advanced during the nine months ended September 30,
2012. This advance is unsecured and does not carry an interest rate or repayment terms; however, the shareholder has orally
agreed not to seek repayment until the Company is financially able to repay it.



NOTE
8 - 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 a source
of revenues to cover its operating costs 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.



F-8







Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



Management
intends to focus on raising additional funds for the first and second quarters going forward. We cannot provide any assurance
or guarantee that we will be able to generate revenues. Potential investors must be aware if we were unable to raise additional
funds through the sale of our common stock and generate sufficient revenues, any investment made into the
Company would be lost in its entirety.



The
Company has net losses for the period from September 10, 2009 (inception) to September 30, 2012 of ($175,233). The ability of
the Company to continue as a going concern is dependent upon
its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing
and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.



NOTE
9 - PROPERTY












The
Company does not own any property. It previously leased an office from a third party at 201 Santa Monica Blvd., Suite 300, Santa
Monica, California 90401-2224. Its principal shareholder and legal counsel also use this location. Commencing April 1, 2011, the
Company’s legal counsel provides it with office space, on a month-to-month basis, for no charge. The estimated cost of the
space he provides is $800 per month. Its executive officer, Gary L. Blum, also works from this location and also maintains an
office in Los Angeles, CA.



NOTE
10 - SUBSEQUENT EVENTS










In
accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events occurring after December 31,
2011 through the date the financial statements are available for issuance. During this period, the Company received advances
from two shareholders in the amount of $12,000 and $1,816, respectively, which do not bear any interest or due date.
Subsequently, our majority shareholder advanced an additional $9,311 under the same terms of which 8,662 was advanced during
the nine months ended September 30, 2012. The shareholders have orally agreed to defer any repayment until the Company
is financially able to repay them.



Forward
Looking Statements



This
Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in Item 2 of Part I of this report include forward-looking statements within the meaning of Section 27A of
the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (collectively, the “Reform
Act”). The Reform Act provides a safe harbor for forward-looking statements to encourage companies to provide prospective
information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the projected results. All statements, other than
statements of historical fact that we make in this Quarterly Report on Form 10-Q are forward-looking. The words “anticipates,”
“believes,” “expects,” “intends,” “will continue,” “estimates,” “plans,”
“projects,” the negative of these terms and similar expressions are intended to identify forward-looking statements.
However, the absence of these words does not mean the statement is not forward-looking.



Forward-looking
statements involve risks, uncertainties or other factors which may cause actual results to differ materially from the future results,
performance or achievements expressed or implied by the forward-looking statements. These statements are based on our management’s
beliefs and assumptions, which in turn are based on currently available information. Certain risks, uncertainties or other important
factors are detailed in this Quarterly Report on Form 10-Q and may be detailed from time to time in other reports we file with
the Securities and Exchange Commission, including on Forms 8-K and 10-K.



F-9







Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



Examples
of forward looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our expectations regarding
our ability to generate operating cash flows and to fund our working capital and capital expenditure requirements. Important assumptions
relating to the forward-looking statements include, among others, assumptions regarding demand for our future products, the timing
and cost of capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate.
Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations
may prove to be incorrect. Important factors that could cause actual results to differ materially from the results and events
anticipated or implied by such forward-looking statements include:



| | ● | the
                                                                                                                                    risks
                                                                                                                                    of
                                                                                                                                    a
                                                                                                                                    development
                                                                                                                                    stage
                                                                                                                                    company;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | management’s
                                                                                                                                    plans,
                                                                                                                                    objectives
                                                                                                                                    and
                                                                                                                                    budgets
                                                                                                                                    for
                                                                                                                                    its
                                                                                                                                    future
                                                                                                                                    operations
                                                                                                                                    and
                                                                                                                                    future
                                                                                                                                    economic
                                                                                                                                    performance;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | capital
                                                                                                                                    budget
                                                                                                                                    and
                                                                                                                                    future
                                                                                                                                    capital
                                                                                                                                    requirements;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | meeting
                                                                                                                                    future
                                                                                                                                    capital
                                                                                                                                    needs;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | our
                                                                                                                                    dependence
                                                                                                                                    on
                                                                                                                                    management
                                                                                                                                    and
                                                                                                                                    the
                                                                                                                                    need
                                                                                                                                    to
                                                                                                                                    recruit
                                                                                                                                    additional
                                                                                                                                    personnel;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | limited
                                                                                                                                    trading
                                                                                                                                    for
                                                                                                                                    our
                                                                                                                                    common
                                                                                                                                    stock,
                                                                                                                                    if
                                                                                                                                    listed
                                                                                                                                    or
                                                                                                                                    quoted
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | the
                                                                                                                                    level
                                                                                                                                    of
                                                                                                                                    future
                                                                                                                                    expenditures;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | impact
                                                                                                                                    of
                                                                                                                                    recent
                                                                                                                                    accounting
                                                                                                                                    pronouncements;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | the
                                                                                                                                    outcome
                                                                                                                                    of
                                                                                                                                    regulatory
                                                                                                                                    and
                                                                                                                                    litigation
                                                                                                                                    matters;
                                                                                                                                    and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | the
                                                                                                                                    assumptions
                                                                                                                                    described
                                                                                                                                    in
                                                                                                                                    this
                                                                                                                                    report
                                                                                                                                    underlying
                                                                                                                                    such
                                                                                                                                    forward-looking
                                                                                                                                    statements.
                                                                                                                                    Actual
                                                                                                                                    results
                                                                                                                                    and
                                                                                                                                    developments
                                                                                                                                    may
                                                                                                                                    materially
                                                                                                                                    differ
                                                                                                                                    from
                                                                                                                                    those
                                                                                                                                    expressed
                                                                                                                                    in
                                                                                                                                    or
                                                                                                                                    implied
                                                                                                                                    by
                                                                                                                                    such
                                                                                                                                    statements
                                                                                                                                    due
                                                                                                                                    to
                                                                                                                                    a
                                                                                                                                    number
                                                                                                                                    of
                                                                                                                                    factors,
                                                                                                                                    including:
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | those
                                                                                                                                    described
                                                                                                                                    in
                                                                                                                                    the
                                                                                                                                    context
                                                                                                                                    of
                                                                                                                                    such
                                                                                                                                    forward-looking
                                                                                                                                    statements;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | future
                                                                                                                                    product
                                                                                                                                    development
                                                                                                                                    and
                                                                                                                                    marketing
                                                                                                                                    costs;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | timely
                                                                                                                                    development
                                                                                                                                    and
                                                                                                                                    acceptance
                                                                                                                                    of
                                                                                                                                    our
                                                                                                                                    film
                                                                                                                                    or
                                                                                                                                    television
                                                                                                                                    projects;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | the
                                                                                                                                    markets
                                                                                                                                    of
                                                                                                                                    our
                                                                                                                                    domestic
                                                                                                                                    operations;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | the
                                                                                                                                    impact
                                                                                                                                    of
                                                                                                                                    competitive
                                                                                                                                    products
                                                                                                                                    and
                                                                                                                                    pricing;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | the
                                                                                                                                    political,
                                                                                                                                    social
                                                                                                                                    and
                                                                                                                                    economic
                                                                                                                                    climate
                                                                                                                                    in
                                                                                                                                    which
                                                                                                                                    we
                                                                                                                                    conduct
                                                                                                                                    operations;
                                                                                                                                    and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ● | the
                                                                                                                                    risk
                                                                                                                                    factors
                                                                                                                                    described
                                                                                                                                    in
                                                                                                                                    other
                                                                                                                                    documents
                                                                                                                                    and
                                                                                                                                    reports
                                                                                                                                    filed
                                                                                                                                    with
                                                                                                                                    the
                                                                                                                                    Securities
                                                                                                                                    and
                                                                                                                                    Exchange
                                                                                                                                    Commission,
                                                                                                                                    including
                                                                                                                                    our
                                                                                                                                    Registration
                                                                                                                                    Statement
                                                                                                                                    on
                                                                                                                                    Form
                                                                                                                                    S-1/A
                                                                                                                                    (SEC
                                                                                                                                    File
                                                                                                                                    No.
                                                                                                                                    333-172658).
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We
operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us
to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor
may cause actual results to differ materially from those contained in any forward-looking statement. We believe these forward-looking
statements are reasonable. However, you should not place undue reliance on any forward-looking statements, which are based on
current expectations. Further, forward-looking statements speak only as of the date they are made, and unless required by law,
we expressly disclaim any obligation or undertaking to update publicly any of them in light of new information or future events.





F-10







Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



Item
2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations



The
following is management’s discussion and analysis of financial condition and results of operations and is provided as a
supplement to the accompanying unaudited financial statements and notes to help provide an understanding of our financial condition,
results of operations and cash flows during the periods included in the accompanying unaudited financial statements.



In
this Quarterly Report on Form 10-Q, “Company,” “the Company,” “us,” and “our”
refer to Thunderclap Entertainment, Inc., a California corporation, unless the context requires otherwise.



We
intend the following discussion to assist in the understanding of our financial position and our results of operations for the
three months ended September 30, 2012 and September 30, 2011 and for the nine months ended September 30, 2012 and September 30,
2011 and for the period from September 10, 2009 (inception) through September 30, 2012. You should refer to the Financial Statements
and related Notes in conjunction with this discussion.





3







Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



Results
of Operations



General



We
were incorporated under the laws of the State of California on September 10, 2009 with fiscal year end in December 31. We are
a development stage enterprise that seeks to become an independent film production company, to develop and produce low-budget,
independent feature films under $2,000,000. Since beginning operations in September 2009, we have not developed or produced any
films and we have accumulated losses in the amount of ($175,233) as of September 30, 2012. We have never been party to any bankruptcy,
receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, purchase or sale
of a significant amount of assets not in the ordinary course of business.



We
have yet to commence planned operations to any significant measure. As of the date of this registration statement, we have had
only limited start-up operations and have not generated any revenues. We will not be profitable until we derive sufficient revenues
and cash flows from the development, production and sale of film projects. Our chief executive officer and sole director, Gary
L. Blum, and our president, Michael F. Matondi, III, are our only employees. Mr. Blum and Mr. Matondi will devote at least ten
hours per week to us but may increase the number of hours as necessary.



As
of September 30, 2012, we had $117 cash on hand and in the bank. Management does not believe this amount will satisfy our cash
requirements for the next three months. We plan to satisfy our future cash requirements - primarily the working capital required
for operations by loans from our shareholders or additional equity financing. The additional equity financings will likely be
in the form of private placements of common stock. As of September 30, 2012, the Company borrowed $23,127 from two of our shareholders.





Management
believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months
thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail
to satisfy our future cash requirements.



If
we are unsuccessful in raising the additional proceeds through a private placement offering, we will then have to seek additional
funds through debt financing, which would be highly difficult for a new development stage company with nominal assets to secure.
Therefore, we are highly dependent upon the success of a future private placement offering and failure thereof would result in
our having to seek capital from other resources such as debt financing, which may not even be available to us. However, if such
financing were available, because we are a development stage company with no operations to date, we would likely have to pay additional
costs associated with high-risk loans and be subject to an above market interest rate. At such time these funds are required,
management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth
and manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing
we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment.



We
have no current plans, preliminary or otherwise, to merge with any other entity.



At
the present time, we are negotiating with various investors to obtain additional equity financing. There can be no assurance that
we will be successful in obtaining additional capital from these negotiations. If are unable to raise additional capital, we will
either suspend marketing operations until we do raise the cash, or cease operations entirely. Other than as described in this
paragraph and the preceding paragraphs, we have no other financing plans.



Management
does not plan to hire additional employees at this time. Our officers and directors will be responsible for the initial product
and service sourcing. We have hired an independent consultant to build the site.



4







Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



Critical
Accounting Policy and Estimates.Our Management’s Discussion and Analysis of Financial Condition and Results of Operations
section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including
those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases
its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, these
accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements
included in this Quarterly Report on Form 10Q.



The
following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial
statements for the three months ended September 30, 2012 and 2011 and our unaudited financial statements for the nine months ending
September 30, 2012 and 2011, together with notes thereto, which are included in this Quarterly Report on Form 10Q.



Three
months ended September 30, 2012 compared with the three months ended September 30, 2011



Revenues.We had no revenues for the three months ended September 30, 2012 and 2011.



Operating
expenses. Operating expenses include general and administrative expenses, professional and consulting fees, rent expense,
website development and depreciation. In total, operating expenses decreased $1,837 or 97.2% to $700 for the three months ended
September 30, 2012 from $2,537 for the three months ended September 30, 2011. The components of operating expenses are discussed
below.



|● |  | General and administrative
expenses decreased by $1,087 between 2012 and 2011 to $223 from $1,310 or 82.98%. The decrease between 2012 and 2011 is primarily
attributable to decreases in office expenses, travel and entertainment related expenses.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









|● |  | Professional and consulting
fees decreased $750 between 2012 and 2011 to $750 from $0. This decrease was primarily due to the decrease in our accounting and
regulatory costs in 2012.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|● |  | We did not incur any rent expense
in the three months ended September 30, 2012 or 2011.
|- |  | ---------------------------------------------------------------------------------------



|● |  | Depreciation expense remained
the same at $477 for the three months ended September 30, 2012 and 2011.
|- |  | ------------------------------------------------------------------------------------------------------



Net
Loss. Our net loss decreased to $700 for the three months ended September 30, 2012 from $2,537 for the comparable period in
2011, or a decrease of $1,837. The decrease is primarily attributable to a reduction in general and administrative expense and
professional and consulting fees.



Nine
months ended September 30, 2012 compared with the nine months ended September 30, 2011



Revenues.
We had no revenues for the nine months ended September 30, 2012 and 2011.



Operating
expenses. Operating expenses include general and administrative expenses, professional and consulting fees, rent expense,
website development and depreciation. In total, operating expenses decreased $19,363 or 67.16% to $9,467 for the nine months ended
September 30, 2012 from $28,830 for the nine months ended September 30, 2011. The components of operating expenses are discussed
below.



|● |  | General and administrative
expenses decreased by $6,168 between 2012 and 2011 to $8,037 from $14,185 or 43.34%. The decrease between 2012 and 2011 is primarily
attributable to decreases in office expenses and entertainment related expenses.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





5







Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)





|● |  | Professional and consulting
fees decreased $8,665 between 2012 and 2011 to $0 from $8,665. This decrease was primarily due to the decrease in our legal and
regulatory fees in 2012.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|● |  | Rent expense decreased $4,550
between 2012 and 2011 to $0 from $4,550. This decrease was due to our majority shareholder providing office space for no rent
charge.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



|● |  | Depreciation expense remained
constant at $1,430 for the ninth months ended September 30, 2012 and 2011.
|- |  | --------------------------------------------------------------------------------------------------------



Net
Loss. Our net loss decreased to $9,467 for the nine months ended September 30, 2012 from $28,830 for the comparable period
in 2011, or a decrease of $19,363. The decrease is primarily attributable to a reduction in general and administrative expense,
rent expense and professional and consulting fees.



Liquidity
and Capital Resources. In 2012, we did not issue any shares for capital. In April 2011, one of our minority shareholders,
who is neither an officer or director, and who owns less than 10% of our issued and outstanding common stock, loaned us $12,000
interest-free and has orally agreed to defer repayment until we are financial able to repay the loan. From May 2011 to September
2011, our majority shareholder loaned us $1,816 interest-free and has orally agreed to defer repayment until we are financial
able to repay the loan. Subsequent to September 2011, our majority shareholder has loaned us an additional $10,689 interest-free
and has orally agreed to defer repayment until we are financial able to repay the loan. We intend to seek additional financing
for our working capital, in the form of equity or debt, to provide us with the necessary capital to accomplish our plan of operation.
There can be no assurance that we will be successful in our efforts to raise additional capital.



Our
total assets are $1,144 as of September 30, 2012, consisting of $117 in cash and $1,027 in furniture and equipment, net of $4,695
in depreciation. Our working capital deficit was $26,260 as of September 30, 2012.



Our
total liabilities are $26,377 as of September 30, 2012, consisting of $26,377 in current liabilities, which includes $3,250 of
accounts payable and advances from shareholders of $23,127.



Our
total stockholders’ deficit is $(25,233) as of September 30, 2012, and an accumulated deficit of $(175,233) as of September
30, 2012.



We
had $70 in net cash provided in operating activities for the nine months ended September 30, 2012, which included $9,467 in net
loss, which amount was increased by $555 in accounts payable, and offset by $1,430 in depreciation and $8,662 in advances from
shareholders.



We
had no cash provided by investing activities in the nine months ended September 30, 2012.



We
had no cash provided by financing activities for the nine months ended September 30, 2012.



We
do not now have funds sufficient for pursuing our plan of operation, but we are in the process of trying to procure funds sufficient
to fund our operations until we are able to finance our operations through cash flow. There can be no assurance that we will be
able to procure funds sufficient for such purpose. If operating difficulties or other factors (many of which are beyond our control)
delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan.
Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy
our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan
beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition
to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at
all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take
advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would
be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which
could result in a total loss of our stockholders’ investment. If we raise additional funds through the issuance of equity
or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities
might have rights, preferences or privileges senior to those of existing stockholders.



6







Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



The
Company had no formal long-term lines or credit or other bank financing arrangements as of September 30, 2012.



The
Company has no current plans for the purchase or sale of any plant or equipment.



The
Company has no current plans to make any changes in the number of employees.



Income
Tax Expense (Benefit)



The
Company has a prospective income tax benefit resulting from a net operating loss carryforward and start up costs that may offset
any future operating profit.



Impact
of Inflation



The
Company believes that inflation has had a negligible effect on operations over the past quarter.



Capital
Expenditures



The
Company expended no amounts on capital expenditures for the three months ended September 30, 2012 and September 30, 2011, respectively.



Plan
of Operation



Our
business strategy is to continue to develop and expand our website (www.thunderclapinc.com) and have it operational by
no later than the end of the fourth quarter of 2012 whereby individuals will be able to submit their screenplays, treatments and
other projects on the site. Theses submissions will be available for public to view and critique. By the end of the fourth quarter
of 2012, we hope to have multiple submissions of screenplays, treatments and other entertainment related projects and intend to
continue with this method of seeking product from writers and others. We will evaluate the submissions and may commission a screenplay
based on books and other ideas that we review. We intend to exclusively own all right title and interest in and to the underlying
screenplay and any film derived from it.



The
number of screenplays to which we will be able to secure production rights during the development stage will depend upon the success
of securing financing for each project. We plan to develop at least one screenplay based on the submissions we anticipate being
uploaded to our website. There are currently no agreements in place between any funding sources and us for the production of any
submissions. There can be no guarantee we will have enough funds to secure the rights of any screenplay in the future.



We
intend to implement the following tasks within the next twelve months:



Website:
(Estimated cost to complete $1,000). Developing a website is critical to reaching prospective screenwriters as well as industry
professionals. Our enhanced website, www.thunderclapinc.com, will be designed generate interest in our production concept
as well as attracting new writing talent.



Secure
Rights to Screenplay: (Estimated cost $10,000). We estimate it will take approximately six to twelve months after the website
is operational to secure the rights to a screenplay. We will attempt to acquire any screenplay rights with the issuance of our
common stock to the writer.



Pre-Production
Business Plan: (Estimated cost - None). Our officers and sole director will complete this without compensation. Once we complete
the above tasks, we estimate completing a pre-production business plan by the end of the fourth quarter of 2012. This pre-production
business plan together with the preliminary screenplay, budget, shooting schedule, production board and any talent commitment
will be presented to prospective directors, actors, investors and/or financiers by our management.





7









Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



If
we are able to successfully complete the above goals within the estimated timeframes set forth and are able to raise additional
proceeds above the minimum ($10,000) that may be needed to secure the screenplay, those funds would be allocated as follows:



Retain
Screen Writer: (Estimated cost $10,000). After a screenplay has been secured, we estimate an additional three months thereafter
would be required to secure a screenwriter. We intend to pay for this expense from the funding source for the production.



Completion
of Screenplay: (Estimated cost $10,000). We believe the screenplay can be finalized within three months.



Secure
Director, Actor(s) and Supporting Cast for Film Production: (Estimated cost $75,000- $125,000; this fee may be secured with
issuance of the Company’s common stock – however, management cannot predict at this time if its common stock will
be attractive to secure the above personnel). We believe this can be completed within 30-45 days after the screenplay has been
written.



The
following steps would require additional financing from a third party source or from the issuance of our common stock in the future.
We believe if we are able to complete the above goals we would be in a position to obtain additional financing to complete the
below tasks within the specified timeframe; however, there can be no guarantee or assurance that we will be successful in completing
any of the above described tasks.



Secure
Financing: We cannot provide any estimated cost for the financing aspect of the film, as there are multiple variables to financing
the film. See “Financing Strategy” in the Description of Business section set forth below. We anticipate that we will
be in discussions regarding the financing of a film, with various potential investors and/or participants, as soon as we identify
a viable screenplay.



Film/Production:
We plan to focus its business on the development and production of commercial feature-length motion pictures having budgets of
up to $2 million. Estimated time to complete filming and production is estimated at nine to twelve months.



Secure
Distribution Agreements: (Estimated cost $2,500). Upon completion of the film/production process we plan to seek and secure
distribution agreements.



Our
management does not anticipate the need to hire additional full or part- time employees over the next six (6) months, as the services
provided by our officers and director appear sufficient at this time. We believe that our operations are currently on a small
scale that is manageable by these two individuals. Our management’s responsibilities are mainly administrative at this early
stage. While we believe that the addition of employees is not required over the next six (6) months, the professionals we plan
to utilize will be considered independent contractors. We do not intend to enter into any employment agreements with any of these
professionals. Thus, these persons are not intended to be employees of our company.



Our
management does not expect to incur research costs in the next twelve months; we currently do not own any significant plants or
equipment that we would seek to sell in the near future; we do not have any off-balance sheet arrangements; and we have not paid
for expenses on behalf of our director. Additionally, we believe that this fact shall not materially change.



Off-Balance
Sheet Arrangements



None.



CRITICAL
ACCOUNTING POLICIES AND ESTIMATES



Our
financial statements and related public financial information are based on the application of accounting principles generally
accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective
interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported.
These estimates can also affect supplemental information contained in our external disclosures including information regarding
contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP
and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different
assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.



8









Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



Use
of Estimates:



Areas
where significant estimation judgments are made and where actual results could differ materially from these estimates are the
carrying value of certain assets and liabilities which are not readily apparent from other sources and the classification of net
operating loss and tax credit carry forwards.



We
believe the following is among the most critical accounting policies that impact our financial statements:



We
evaluate impairment of our long-lived assets by applying the provisions of SFAS No. 144. In applying those provisions, we have
not recognized any impairment charge on our long-lived assets during the three-months ended September 30, 2012.



We
suggest that our significant accounting policies, as described in our financial statements in the Summary of Significant Accounting
Policies, be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations.



Item
3. Quantitative and Qualitative Disclosures about Market Risk



As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information
required by this item.



Item
4. Controls and Procedures



|(a) |  | Evaluation
of Disclosure Controls and Procedures
|--- |  | ------------------------------------------------



We
conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer,
of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the Securities Exchange Act
of 1934 as amended (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report
on Form 10-Q were effective at a reasonable assurance level to ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.



|(b) |  | Changes in Internal Controls
over Financial Reporting
|--- |  | -----------------------------------------------------



During
the three month period ended September 30, 2012, there has been no change in internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



INHERENT
LIMITATIONS OF INTERNAL CONTROLS



Our
internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with the U.S. GAAP. Our internal control over
financial reporting includes those policies and procedures that:



●						pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our
assets;



●						provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
the U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management
and directors; and



9









Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



●						provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that
could have a material effect on the financial statements.



Management
does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls
must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal
controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any
evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become
inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.



10







Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



PART
II — OTHER INFORMATION



Item
1. Legal Proceedings



None.



Item
1A. Risk Factors



As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information
required by this item.



Item
2. Unregistered Sales of Equity Securities and Use of Proceeds



None.



Item
3. Defaults Upon Senior Securities



None.



Item
4. Mine Safety Disclosures



Not applicable.



Item
5. Other Information



None.



Item
6. Exhibits



| | (a) | The
                                                                                                                               following
                                                                                                                               exhibits
                                                                                                                               are
                                                                                                                               filed
                                                                                                                               with
                                                                                                                               this
                                                                                                                               quarterly
                                                                                                                               report
                                                                                                                               on
                                                                                                                               Form
                                                                                                                               10Q
                                                                                                                               or
                                                                                                                               are
                                                                                                                               incorporated
                                                                                                                               herein
                                                                                                                               by
                                                                                                                               reference:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Exhibit |  |                                                                                                                                                          
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                                                                              
|        |  |                                                                                                                                                          
|31.1    |  | Certification of the Chief Executive
    Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.                                     
|        |  |                                                                                                                                                          
|31.2    |  | Certification of the Chief Financial
    Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.                                     
|        |  |                                                                                                                                                          
|32.1    |  | Certification of the Chief Executive
    Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.
|        |  |                                                                                                                                                          
|32.2    |  | Certification of the Chief Financial
    Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.



11







Thunderclap
Entertainment, Inc.

(A
Development Stage Enterprise)



SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.



|                  | THUNDERCLAP ENTERTAINMENT,
    INC.                                                                                                        
|----------------- | -------------------------------------------------------------------------------------------------------------------------------------------
|                  |                                                                                                                                            
|November 19, 2012 | /s/ Gary L. Blum                                                                                                                           
|                  | Gary L. Blum                                                                                                                               
|                  | Chairman and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer)





12