Table of Contents



|UNITED STATES
        SECURITIES AND EXCHANGE COMMISSION
        Washington, D.C. 20549
        
        FORM
        10-Q
        
        (Mark One)
        
        x ANNUAL
        REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
        
        For the quarterly period ended March
        31, 2020
        
         ̈ TRANSITION
        REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
        
        For the transition period from ____________to
        _____________
        
        Commission file number 000-54464
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|THUNDER
    ENERGIES CORPORATION                      
|------------------------------------------------------
|(Exact Name of Registrant as specified in its charter)



|Florida                                                         |  | 45-1967797                                 
|--------------------------------------------------------------- |  | -------------------------------------------
|(State or jurisdiction of
        Incorporation or organization |  | (I.R.S Employer
        Identification No.)



|111 Moorings Dr Lantana, FL              |  | 33462     
|---------------------------------------- |  | ----------
|(Address of principal executive offices) |  | (Zip Code)



Registrant’s telephone number,
including area code 561 570 4301



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



|Title of each class |  | Name of each exchange on which registered
|------------------- |  | -----------------------------------------
|None                |  | N/A                                      



Securities registered pursuant to Section 12(b) of the Act:



|Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
|------------------- |  | ----------------- |  | -----------------------------------------
|None                |  |                   |  |                                          



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



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



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



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



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



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



The number of shares outstanding of the
issuer’s Common Stock, $0.001 par value, as of May 29, 2020 was 11,245,255 shares.













CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION



This quarterly report on Form 10-Q contains
certain forward-looking statements. Forward-looking statements may include our statements regarding our goals, beliefs, strategies,
objectives, plans, including product and service developments, future financial conditions, results or projections or current expectations.
In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential” or “continue,” the negative of such terms, or other comparable terminology. For example, when
we discuss our pursuit of strategic transactions including acquisitions, dispositions, capital raising and debt restructuring,
that our revenues will increase in 2020, and that we intend to invest in sales, marketing, product development and innovation,
we are using forward-looking statements. These statements are subject to known and unknown risks, uncertainties, assumptions and
other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements.
These factors include, but are not limited to, our ability to implement our strategic initiatives, economic, political and market
conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors.
Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of
risk described in connection with any forward-looking statements that may be made herein. The business and operations of Thunder
Energies Corporation are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements
contained in this report. Except as required by law, we undertake no obligation to release publicly the result of any revision
to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. Further information on potential factors that could affect our business is described under
“Item 1A. Risk Factors” in our restated annual report on Form 10-K as filed with the Securities and Exchange Commission,
or the SEC, on May 15, 2020 and in this quarterly report on Form 10-Q. Readers are also urged to carefully review and consider
the various disclosures we have made in this report and in our restated annual report on Form 10-K.”



















2







THUNDER ENERGIES CORPORATION

Quarterly Period Ended March 31, 2020



TABLE OF CONTENTS



|Heading                        |                                                                                                                         | Page |   
|------------------------------ | ----------------------------------------------------------------------------------------------------------------------- | ---- | --
|                               |                                                                                                                         |      |   
|PART I - FINANCIAL INFORMATION |                                                                                                                        
|                               |                                                                                                                        
|Item 1.                        | Condensed Financial Statements (unaudited)                                                                              |      | 4 
|                               |                                                                                                                         |      |   
|                               | Condensed Balance Sheets – March 31, 2020 (unaudited) and December 31, 2019                                             |      | 4 
|                               |                                                                                                                         |      |   
|                               | Condensed Statements of Operations – Three months ended March 31, 2020 and 2019 (unaudited)                             |      | 5 
|                               |                                                                                                                         |      |   
|                               | Condensed Statements of Changes in Stockholders’ Deficit for the Three months ended March 31, 2020 and 2019 (unaudited) |      | 6 
|                               |                                                                                                                         |      |   
|                               | Condensed Statements of Cash Flows – Three months ended March 31, 2020 and 2019 (unaudited)                             |      | 7 
|                               |                                                                                                                         |      |   
|                               | Notes to the Condensed Financial Statements (unaudited)                                                                 |      | 8 
|                               |                                                                                                                         |      |   
|Item 2.                        | Management's Discussion and Analysis of Financial Condition and Results of Operations                                   |      | 27
|                               |                                                                                                                         |      |   
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                                                              |      | 35
|                               |                                                                                                                         |      |   
|Item 4.                        | Controls and Procedures                                                                                                 |      | 35
|                               |                                                                                                                         |      |   
|PART II - OTHER INFORMATION    |                                                                                                                        
|                               |                                                                                                                         |      |   
|Item 1.                        | Legal Proceedings                                                                                                       |      | 36
|                               |                                                                                                                         |      |   
|Item1A.                        | Risk Factors                                                                                                            |      | 36
|                               |                                                                                                                         |      |   
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                                                             |      | 36
|                               |                                                                                                                         |      |   
|Item 3.                        | Defaults Upon Senior Securities                                                                                         |      | 36
|                               |                                                                                                                         |      |   
|Item 4.                        | Mine Safety Disclosure                                                                                                  |      | 36
|                               |                                                                                                                         |      |   
|Item 5.                        | Other Information                                                                                                       |      | 36
|                               |                                                                                                                         |      |   
|Item 6.                        | Exhibits                                                                                                                |      | 37
|                               |                                                                                                                         |      |   
|                               | Signatures                                                                                                              |      | 38











3







Part I. Financial Information



Item 1. Condensed Financial Statements.



THUNDER ENERGIES CORPORATION

Condensed Balance Sheets





|                                                                                                                                           |  | March 31, |            | December 31,
|------------------------------------------------------------------------------------------------------------------------------------------ |  | --------- | ---------- | ------------
|                                                                                                                                           |  | 2020      |            | 2019        
|ASSETS                                                                                                                                     |  |           |            |             
|Current Assets                                                                                                                             |  |           |            |             
|Cash                                                                                                                                       |  | $         | 2,464      |             
|Total current assets                                                                                                                       |  |           | 2,464      |             
|                                                                                                                                           |  |           |            |             
|Non-current assets                                                                                                                         |  |           |            |             
|Intangible assets, net of accumulated amortization and impairment of $15,320 and $15,320, respectively                                     |  |           | –          |             
|Total non-current assets                                                                                                                   |  |           | –          |             
|                                                                                                                                           |  |           |            |             
|TOTAL ASSETS                                                                                                                               |  | $         | 2,464      |             
|                                                                                                                                           |  |           |            |             
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                      |  |           |            |             
|Current Liabilities                                                                                                                        |  |           |            |             
|Accounts payable                                                                                                                           |  | $         | 1,550      |             
|Accrued interest                                                                                                                           |  |           | 10,369     |             
|Derivative liability                                                                                                                       |  |           | 158,472    |             
|Convertible note payable, net of discount of $15,661 and $0, respectively                                                                  |  |           | 70,105     |             
|Total current liabilities                                                                                                                  |  |           | 240,496    |             
|                                                                                                                                           |  |           |            |             
|Long-term liabilities:                                                                                                                     |  |           |            |             
|Convertible note payable, net of discount of $37,500 and $0, respectively                                                                  |  |           | 12,500     |             
|Total long-term liabilities                                                                                                                |  |           | 12,500     |             
|                                                                                                                                           |  |           |            |             
|TOTAL LIABILITIES                                                                                                                          |  |           | 252,996    |             
|                                                                                                                                           |  |           |            |             
|COMMITMENTS AND CONTINGENCIES                                                                                                              |  |           |            |             
|                                                                                                                                           |  |           |            |             
|Stockholders’ deficit                                                                                                                      |  |           |            |             
|Preferred stock - Series A: $0.001 par value, 50,000,000 authorized; 50,000,000 and 50,000,000 shares issued and outstanding, respectively |  |           | 50,000     |             
|Preferred stock - Series B: $0.001 par value, 10,000,000 authorized; 5,000 and 0 shares issued and outstanding, respectively               |  |           | 5          |             
|Preferred stock - Series C: $0.001 par value, 10,000,000 authorized; 10,000 and 0 shares issued and outstanding, respectively              |  |           | 10         |             
|Common stock: $0.001 par value 900,000,000 authorized; 11,245,255 and 11,544,923 shares issued and outstanding, respectively*              |  |           | 11,245     |             
|Additional paid in capital                                                                                                                 |  |           | 5,336,826  |             
|Accumulated deficit                                                                                                                        |  |           | (5,648,618 | )           
|Total stockholders’ deficit                                                                                                                |  |           | (250,532   | )           
|TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                |  | $         | 2,464      |             



* Reflects the 1-for-20 reverse stock split that became effective on June 7, 2019. Refer to Note 3 – Summary of Significant Accounting Policies for further information.



See notes to financial statements









4







THUNDER ENERGIES CORPORATION

Condensed Statements of Operations





|                                                                  |  | Three Months Ended March 31,
|----------------------------------------------------------------- |  | ----------------------------
|                                                                  |  | 2020                        
|REVENUE                                                           |  |                             
|Product sales                                                     |  | $                           
|                                                                  |  |                             
|OPERATING EXPENSES                                                |  |                             
|Research and development                                          |  |                             
|Stock in exchange for services                                    |  |                             
|Professional fees                                                 |  |                             
|Selling, general and administrative expenses                      |  |                             
|Total operating expenses                                          |  |                             
|                                                                  |  |                             
|Net loss from operations                                          |  |                             
|                                                                  |  |                             
|Other expense (income)                                            |  |                             
|Interest expense in conjunction with debt issuance                |  |                             
|Accretion of debt discount                                        |  |                             
|Change in fair value of derivative liability                      |  |                             
|Extinguishment of derivative liability related to debt conversion |  |                             
|Loss on extinguishment of change in control                       |  |                             
|Total other expense                                               |  |                             
|Net loss before income taxes                                      |  |                             
|                                                                  |  |                             
|Income taxes                                                      |  |                             
|                                                                  |  |                             
|Net loss                                                          |  | $                           
|                                                                  |  |                             
|Basic and diluted loss per share*                                 |  | $                           
|                                                                  |  |                             
|Weighted average number of shares outstanding*                    |  |                             



* Reflects the 1-for-20 reverse stock split that became effective on June 7, 2019. Refer to Note 3 – Summary of Significant Accounting Policies for further information.



See notes to financial statements









5









THUNDER ENERGIES CORPORATION

Condensed Statements of Changes in Stockholders’ Deficit





|                                                                     |  | Preferred
    Stock A |            | Preferred
    Stock B |  | Preferred
    Stock C |        | Common
    Stock* |  | Additional
    paid in |       | Accumulated |  |       
|-------------------------------------------------------------------- |  | --------------------- | ---------- | --------------------- |  | --------------------- | ------ | ----------------- |  | ---------------------- | ----- | ----------- |  | ------
|                                                                     |  | Shares                |            | Amount                |  | Shares                |        | Amount            |  | Shares                 |       | Amount      |  | Shares
|Balance, December 31, 2018                                           |  |                       | 50,000,000 |                       |  | $                     | 50,000 |                   |  |                        | –     |             |  | $     
|Common stock issued for services                                     |  |                       | –          |                       |  |                       | –      |                   |  |                        | –     |             |  |       
|Common stock issued for cash                                         |  |                       | –          |                       |  |                       | –      |                   |  |                        | –     |             |  |       
|Net loss                                                             |  |                       | –          |                       |  |                       | –      |                   |  |                        | –     |             |  |       
|Balance, March 31, 2019                                              |  |                       | 50,000,000 |                       |  | $                     | 50,000 |                   |  |                        | –     |             |  | $     
|                                                                     |  |                       |            |                       |  |                       |        |                   |  |                        |       |             |  |       
|Balance, December 31, 2019                                           |  |                       | 50,000,000 |                       |  | $                     | 50,000 |                   |  |                        | –     |             |  | $     
|Cancellation of shares to director                                   |  |                       | –          |                       |  |                       | –      |                   |  |                        | –     |             |  |       
|Paid-in capital – Derivative liability                               |  |                       | –          |                       |  |                       | –      |                   |  |                        | –     |             |  |       
|Preferred stock issued in conjunction with convertible notes payable |  |                       | –          |                       |  |                       | –      |                   |  |                        | 5,000 |             |  |       
|Loss on extinguishment of change of control                          |  |                       | –          |                       |  |                       | –      |                   |  |                        | –     |             |  |       
|Net loss                                                             |  |                       | –          |                       |  |                       | –      |                   |  |                        | –     |             |  |       
|Balance
    as at March 31, 2020                                     |  |                       | 50,000,000 |                       |  | $                     | 50,000 |                   |  |                        | 5,000 |             |  | $     





*   Reflects
the 1-for-20 reverse stock split that became$ effective on June 7, 2$019. Refer to Note 3 – Summary of Significant Accounting
Policies for furtherinformation



See notes to financial statements









6









THUNDER ENERGIES CORPORATION

Condensed Statements of Cash Flows





|                                                                      |  | For the Three Months Ended
                                                                                March 31,
|--------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------
|                                                                      |  | 2020                                                                                                                
|                                                                      |  |                                                                                                                     
|CASH FLOWS FROM OPERATING ACTIVITIES:                                 |  |                                                                                                                     
|Net loss                                                              |  | $                                                                                                                   
|Adjustment to reconcile net loss to net cash used in operations:      |  |                                                                                                                     
|Change in fair value of derivative liability                          |  |                                                                                                                     
|Accretion of debt discount                                            |  |                                                                                                                     
|Extinguishment of derivative liability related to debt conversions    |  |                                                                                                                     
|Loss on extinguishment of change of control                           |  |                                                                                                                     
|Interest expense in conjunction with debt issuance                    |  |                                                                                                                     
|Stock issued for services provided                                    |  |                                                                                                                     
|Changes in assets and liabilities:                                    |  |                                                                                                                     
|Increase (decrease) in operating liabilities:                         |  |                                                                                                                     
|Accounts payable                                                      |  |                                                                                                                     
|Accrued interest                                                      |  |                                                                                                                     
|Accrued interest – related party                                      |  |                                                                                                                     
|Net cash used in operating activities                                 |  |                                                                                                                     
|                                                                      |  |                                                                                                                     
|CASH FLOWS FROM FINANCING ACTIVITIES:                                 |  |                                                                                                                     
|Proceeds from shareholder loans                                       |  |                                                                                                                     
|Principal payments on shareholder loans                               |  |                                                                                                                     
|Proceeds from convertible notes payable                               |  |                                                                                                                     
|Issuance of common stock                                              |  |                                                                                                                     
|Net cash provided by financing activates                              |  |                                                                                                                     
|                                                                      |  |                                                                                                                     
|Net decrease in cash                                                  |  |                                                                                                                     
|                                                                      |  |                                                                                                                     
|Cash                                                                  |  |                                                                                                                     
|Beginning of period                                                   |  |                                                                                                                     
|End of period                                                         |  | $                                                                                                                   
|                                                                      |  |                                                                                                                     
|Supplemental cash flow information                                    |  |                                                                                                                     
|Cash paid for interest                                                |  | $                                                                                                                   
|Cash paid for taxes                                                   |  | $                                                                                                                   
|                                                                      |  |                                                                                                                     
|Non-cash transactions:                                                |  |                                                                                                                     
|Preferred stock issued in conjunction with convertible notes payable  |  | $                                                                                                                   
|Cancellation of shares to director against additional paid in capital |  | $                                                                                                                   



See notes to financial statements









7







THUNDER ENERGIES CORPORATION

Notes to Condensed Financial Statements

For the Three Months Ended March 31,
2020



NOTE 1 – NATURE OF BUSINESS



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



On July 29, 2013, the Company filed with
the Florida Secretary of State, Articles of Amendment to its Articles of Incorporation (the “Amendment”) which changed
the name of the Company from CCJ Acquisition Corp. to Thunder Fusion Corporation. The Amendment also changed the principal office
address of the Company to 150 Rainville Road, Tarpon Springs, Florida 34689. On May 1, 2014, the Company filed with the Florida
Secretary of State, Articles of Amendment to its Articles of Incorporation (the “Amendment”) which changed the name
of the Company from Thunder Fusion Corporation to Thunder Energies Corporation. The Company subsequently changed its principal
office address to 111 Moorings Dr., Lantana, Florida 33462.



The Company is primarily involved in the
development of a new clean combustion of fossil fuels (oil, diesel, coal, etc.) with controlled minimal contaminants in the exhaust.



Description of Business, Principal
Products, Services



Thunder Energies is doing business as NACAELI.
A luxurious new brand of fractional luxury yachts, and private jets. Nacaeli, meaning Air and Water, is derived from the merger
of the Latin word Na and Caeli from the South Pacific (Hawaiian) dialect to create and formulate our Air+Water Nacaeli unique Corporate
identity name and brand



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



NOTE 2 – Basis of Presentation



The included (a) condensed balance sheet
as of December 31, 2019, which has been derived from audited financial statements, and (b) the unaudited condensed financial statements
as of March 31, 2020 and 2019, have been prepared in accordance with accounting principles generally accepted in the United States
of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with
the audited financial statements and notes thereto contained in the Company’s December 31, 2019 and 2018 audited financial
statements filed on Form 10-K on May 15, 2020. In the opinion of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for
future quarters or for the full year. Notes to the condensed financial statements which substantially duplicate the disclosure
contained in the financial statements as reported in the Annual Report on Form 10-K for the year ended December 31, 2019 as filed
on May 15, 2020, have been omitted.



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











8







Going Concern



For the three months ended March 31, 2020
and 2019, the Company had net losses of $477,505 and $200,418, respectively. As of March 31, 2020, the Company had a working capital
deficit of $238,032. The Company has generated $0 and $0 in revenues for the three months ended March 31, 2020 and 2019, respectively.



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



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



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



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



NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



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



USE OF ESTIMATES



The preparation of these financial statements
in accordance with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities
at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual
results may differ from those estimates and such differences may be material to the financial statements.



The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised
if the revision affects only that period, or in the period of the revision and future periods.



The areas involving higher degree of judgment
and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are
as follows:



|i)   | Useful life of intangible assets             
|---- | ---------------------------------------------
|ii)  | Impairment of non-financial assets           
|iii) | Provision for impairment of trade receivables
|iv)  | Research and development expense             
|v)   | Determination of the fair value              









9







REVERSE STOCK SPLIT



On May 14, 2019, the Board of Directors
of the Company approved Articles of Amendment to the Company’s Articles of Incorporation that provided for a 1 for 20 reverse
stock split of the Company’s Common Stock. The Company’s Articles of Amendment were filed with the Secretary of State
of the State of Florida on May 17, 2019. The effective date of the reverse stock split was subject to approval by FINRA, and the
reverse stock split was published to the market and effective on June 24, 2019. At the effective time of the reverse stock split,
every 20 issued and outstanding shares of the Company’s Common Stock were automatically combined into one issued and outstanding
share of common stock, without any change in the par value per share or number of authorized shares of Common Stock. All share
and per share amounts contained in this Quarterly Report on Form 10-Q and the accompanying Financial Statements have been adjusted
to reflect the Reverse Stock Split for all prior periods presented.



CASH AND CASH EQUIVALENTS



The Company considers all highly liquid
investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash totaled $2,464
and $3,111 at March 31, 2020 and December 31, 2019, respectively. The Company had no cash equivalents as of March 31, 2020 and
December 31, 2019, respectively.



ACCOUNTS RECEIVABLE



Accounts receivable are non-interest-bearing
obligations due under normal course of business. Management reviews accounts receivable on a monthly basis to determine if any
receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance
for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall
allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against
the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of March 31, 2020
and December 31, 2019 is adequate.



CASH FLOWS REPORTING



The Company follows ASC 230, Statement
of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing,
or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect
method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net
income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating
cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are
included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent
of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes
on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash
and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts
or payments in the period.



RELATED PARTIES



The Company follows ASC 850, “Related
Party Disclosures,” for the identification of related parties and disclosure of related party transactions.



REVENUE RECOGNITION



On January 1, 2018, the Company adopted
Accounting Standards Codification ASC 606 (“ASC 606”), Revenue from Contracts with Customers,using the modified
retrospective approach for all contracts not completed as of the date of adoption. As a result of adopting ASC 606, amounts reported
under ASC 606 were not materially different from amounts that would have been reported under the previous revenue guidance of ASC
605, as such, no cumulative adjustment to retained earnings.











10







The Company sells a wide portfolio of products
to its customers. The Company’s agreements have varying requirements depending on the goods and services being sold, the
rights and obligations conveyed, and the legal jurisdiction of the arrangement. The Company recognizes revenue when we satisfy
a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration
that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps:



1. Identification of the contract, or contracts, with a customer.

2. Identification of the performance obligations in the contract.

3. Determination of the transaction price.

4. Allocation of the transaction price to the performance obligations
in the contract

5. Recognition of revenue when, or as, we satisfy a performance
obligation.



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



No allowance has been provided for uncollectible
accounts. Management has evaluated the receivables and believes they are collectable based on the nature of the receivables, historical
experience of credit losses, and all other currently available evidence. Discounts are recorded as a reduction of the transaction
price. Revenue excludes any amounts collected on behalf of third parties, including sales taxes.



The Company evaluates whether it is appropriate
to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company
is primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers,
or have several but not all of these indicators, revenue is recorded at the gross sale price. The Company generally records the
net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. The Company
records all revenue transactions at the gross sale price.



There is a no return policy. The return
policy is currently being evaluated to be more in line with industry standards.



DEFERRED REVENUE



Deferred revenue is recorded when the Company
has a right to invoice or payments have been received for undelivered products or services, or in situations where revenue recognition
criteria have not been met. Deferred revenue also represents amounts received in advance for extended warranty services and software
maintenance. Revenue is recognized on these items when the revenue recognition criteria are met, generally resulting in ratable
recognition over the contract term. The Company also has deferred revenue related to undelivered hardware and professional services,
consisting of installations and consulting engagements, which are recognized when the Company’s performance obligations under
the contract are completed.



PROPERTY AND EQUIPMENT



Property and equipment are carried at cost
and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs
and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed
of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income
in the year of disposition. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances
reflect the fact that their recorded value may not be recoverable.



ADVERTISING AND MARKETING COSTS



Advertising and marketing costs are recorded
as general and administrative expenses when they are incurred. The Company had no advertising and marketing expenses for the three
months ended March 31, 2020 and 2019, respectively.











11







FINANCIAL INSTRUMENTS



The Company’s balance sheet includes
financial instruments, including cash, accounts payable, accrued expenses and notes payable. The carrying amounts of current assets
and current liabilities approximate their fair value because of the relatively short period of time between the origination of
these instruments and their expected realization.



ASC 820, Fair Value Measurements and
Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants
on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions
developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions
about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).
The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels
of the fair value hierarchy are described below:



|Level 1 | Unadjusted quoted prices in active markets
        that are accessible at the measurement date for identical, unrestricted assets or liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                            
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 2 | Inputs other than quoted prices included
        within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar
        assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active;
        inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived
        principally from or corroborated by observable market data by correlation or other means.
|Level 3 | Inputs that are both significant to the fair value measurement and unobservable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



The carrying value of financial assets
and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured
on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets
or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured
on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The warrant and the
embedded derivative liabilities are recognized at fair value on a recurring basis at March 31, 2020 and December 31, 2019 and are
Level 3 measurements (see Note 8). There have been no transfers between levels.



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



The following table summarize the Company’s
fair value measurements by level at March 31, 2020 for the assets measured at fair value on a recurring basis:



|                     |  | Level 1 |   |  | Level 2 |   |   | Level 3 | 
|-------------------- |  | ------- | - |  | ------- | - | - | ------- | 
|Derivative liability |  | $       | – |  |         | $ | – |         | 
|                     |  |         |   |  |         |   |   |         | 



The following table summarize the Company’s
fair value measurements by level at December 31, 2019 for the assets measured at fair value on a recurring basis:



|                     |  | Level 1 |   |  | Level 2 |   |   | Level 3 | 
|-------------------- |  | ------- | - |  | ------- | - | - | ------- | 
|Derivative liability |  | $       | – |  |         | $ | – |         | 
|                     |  |         |   |  |         |   |   |         | 



The carrying values of the Company’s
financial instruments, including cash, other current assets, accounts payable, accruals, and other current liabilities approximate
their fair values due to the short period of time to maturity or repayment.











12







DEBT



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



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



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



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



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



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



INTANGIBLE ASSETS



The Company has applied the provisions
of ASC topic 350 – Intangible – goodwill and other, in accounting for its intangible assets. Intangible assets are
being amortized on a straight-line method on the basis of a useful life of 5 to 17 years. On January 9, 2020, in conjunction with
the Mina Mar Group (“Mina Mar”) acquisition of the Company’s 50,000,000 shares of Series A Convertible Preferred
Stock from Hadronic Technologies, Inc, (“Hadronic”) the ex-management of the Company has removed all the equipment
previously used by the Company in its operations. The entire enterprise (telescope business) was written off and removed by former
management (see Note 7). The balance at March 31, 2020 and December 31, 2019 was $0 and $0, respectively.











13







|March 31, 2020 and December 31, 2019 |  | Gross Carrying Value |   |  | Accumulated Amortization and Impairment |  
|------------------------------------ |  | -------------------- | - |  | --------------------------------------- | -
|Intellectual property                |  | $                    | – |  |                                         | $
|Patents                              |  | $                    | – |  |                                         | $



IMPAIRMENT OF LONG- LIVED ASSETS



We periodically evaluate whether the carrying
value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets
may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances
indicate that their carrying amount might not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the
undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable,
the impairment loss is measured as the excess of the asset’s carrying value over its fair value. There was no impairment
charge for the periods ended March 31, 2020 and December 31, 2019, respectively.



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



DERIVATIVE LIABILITIES



Derivative liabilities include the fair
value of instruments such as common stock warrants, preferred stock warrants and convertible features of notes, that are initially
recorded at fair value and are required to be re-measured to fair value at each reporting period under provisions of ASC 480, Distinguishing
Liabilities from Equity,or ASC 815, Derivatives and Hedging. The change in fair value of the instruments
is recognized as a component of other income (expense) in the Company’s statements of operations until the instruments settle,
expire or are no longer classified as derivative liabilities. The Company estimates the fair value of these instruments using the
Black-Scholes pricing model. The significant assumptions used in estimating the fair value include the exercise price, volatility
of the stock underlying the instrument, risk-free interest rate, estimated fair value of the stock underlying the instrument and
the estimated life of the instrument.



NON-MONETARY TRANSACTION



According to ASC 845-10-S99, transfers
of non-monetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the entity’s
initial public offering should be recorded at the transferors’ historical cost basis determined under GAAP. As such, the
cost basis carried on Hyfuel’s books and records was nominal. Therefore, the accounting principles in ASC 845-10-S99 were
followed and the Company recorded the intellectual and physical properties at its historical cost basis, which was at the historical
cost basis of a nominal amount. In the transfer agreement 1,000,000 shares of common stock was transferred in exchange for the
properties. The transfer was valued at $1,000 (the par value of the shares issued in exchange for the intellectual property); this
amount was determined by the Company to be the value received in the exchange and approximates the basis of those assets.



EXPENSES



Operating expenses encompass research and
development, professional fees, selling general and administrative expenses and impairment expense. Total operating expenses were
$52,197 and $198,602 for the three months ended March 31, 2020 and 2019, respectively.











14







RESEARCH AND DEVELOPMENT



The Company expenses research and development
costs when incurred. Research and development costs include engineering and testing of product and outputs. Indirect costs related
to research and developments are allocated based on percentage usage to the research and development. We spent $2,741 and $14,257
for the three months ended March 31, 2020 and 2019, respectively.



PROFESSIONALFEES



Professional services are principally comprised
of outside legal, audit and consulting services as well as the costs related to being a publicly traded company. Total professional
fees were $48,960 and $44,448 for the three months ended March 31, 2020 and 2019, respectively.



SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES



Selling, general and administrative expenses
consist primarily of management fees, technology services, public relations and travel expenses. Total selling, general and administrative
expenses were $496 and $60,872 for the three months ended March 31, 2020 and 2019, respectively.



DEFERRED INCOME TAXES AND VALUATION
ALLOWANCE



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



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



NET LOSS PER COMMON SHARE



Net loss per share is calculated in accordance
with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is
used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number
of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed
to be exercised.



Basic net loss per common share is based
on the weighted average number of shares of common stock outstanding at March 31, 2020 and December 31, 2019, respectively. As
of March 31, 2020 and December 31, 2019, the common stock equivalents have not been included as they are anti-dilutive.











15







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



|                                           |  | March 31, 2020 |            | December 31, 2019
|------------------------------------------ |  | -------------- | ---------- | -----------------
|Options to purchase shares of common stock |  |                | –          |                  
|Series A convertible preferred stock       |  |                | 50,000,000 |                  
|Total potentially dilutive shares          |  |                | 50,000,000 |                  



SHARE-BASED EXPENSE



ASC 718, Compensation – Stock
Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services
are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments
such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee
stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized
over the period during which an employee is required to provide services in exchange for the award, known as the requisite service
period (usually the vesting period).



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.



Shares of equity instruments issued for
non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be
rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock.



Share-based expense for the three months
ended March 31, 2020 and 2019 was $0 and $79,025, respectively.



COMMITMENTS AND CONTINGENCIES



The Company follows ASC 450-20, Loss Contingencies,
to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines
and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment
can be reasonably estimated. There were no known commitments or contingencies as of March 31, 2020 and December 31, 2019.



CONCENTRATIONS OF CREDIT RISK AND SIGNIFICANT
CUSTOMERS



Financial instruments which potentially
subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, accounts
receivable and restricted cash. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high
credit-quality financial institutions in bank deposits, money market funds, U.S. government securities and other investment grade
debt securities that have strong credit ratings. The Company has established guidelines relative to diversification of its cash
and marketable securities and their maturities that are intended to secure safety and liquidity. These guidelines are periodically
reviewed and modified to take advantage of trends in yields and interest rates and changes in the Company’s operations and
financial position. Although the Company may deposit its cash and cash equivalents with multiple financial institutions, its deposits,
at times, may exceed federally insured limits.



The Company did not have any revenues for
the three months ended March 31, 2020 and 2019.



The Company had no customers that accounted
for 10% of total revenue for the three months ended March 31, 2020 and 2019. The Company had no customers that accounted for 10%
or more of total accounts receivable at March 31, 2020 and December 31, 2019.











16







RECENT ACCOUNTING PRONOUNCEMENTS



Recently Issued Accounting Pronouncements Not Yet Adopted



Fair Value
Measurements



In August 2018, the FASB amended "Fair
Value Measurements" to modify the disclosure requirements related to fair value. The amendment removes requirements to
disclose (1) the amount of and reasons for transfers between levels 1 and 2 of the fair value hierarchy, (2) our policy related
to the timing of transfers between levels, and (3) the valuation processes used in level 3 measurements. It clarifies that, for
investments measured at net asset value, disclosure of liquidation timing is only required if the investee has communicated the
timing either to us or publicly. It also clarifies that the narrative disclosure of the effect of changes in level 3 inputs should
be based on changes that could occur at the reporting date. The amendment adds a requirement to disclose the range and weighted
average of significant unobservable inputs used in level 3 measurements. The guidance is effective for the Company with the Company’s
quarterly filing for the period ended March 31, 2020 and the Company will make the required disclosure changes in that filing.
Adoption will not have an impact on the Company’s results of operations, financial position, and cash flows.



Retirement
Plans



In August 2018, the FASB amended "Retirement
Plans" to modify the disclosure requirements for defined benefit plans. For the Company, the amendment requires the disclosure
of the weighted average interest crediting rate used for cash balance plans and an explanation of the reasons for significant gains
and losses related to changes in the benefit obligation for the period. It removes the requirement to disclose the approximate
amount of future benefits covered by insurance contracts. The guidance is effective for the Company with the Company’s annual
filing for the year ended December 31, 2020 and the Company will make the required disclosure changes in that filing. Adoption
will not have an impact on the Company’s results of operations, financial position, and cash flows.



Intangibles
– Goodwill and other – Internal-Use Software



In August 2018, the FASB issued ASU No.
2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for
Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements
for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing
implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use
software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is
not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This
standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements
that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning
after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have
not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company plans to adopt the
updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s
effective date, and expects the impact from this standard to be immaterial.



Improvements
to Nonemployee Share-based Payment Accounting



In June 2018, the FASB issued ASU No. 2018-07
“Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 aligns the accounting
for share-based payment awards to employees and non-employees.  Under ASU 2018-07 the existing employee guidance will
apply to nonemployee share-based transactions, except for specific guidance related to the attribution of compensation cost. ASU
2018-07 should be applied to all new awards granted after the date of adoption. ASU 2018-07 is effective for annual and interim
periods beginning after December 15, 2018, and early adoption is permitted.  The Company adopted ASU 2018-07 effective
January 1, 2019; such adoption had no material impact on the Company’s financial statements.











17







Income Statement
– Reporting Comprehensive Income



In February 2018, the FASB issued Accounting
Standards Update No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) (ASU 2018-02), which amends existing
standards for income statement-reporting comprehensive income to allow a reclassification from accumulated other comprehensive
income to retained earnings for stranded tax effects resulting from Tax Cuts and Jobs Act and improve the usefulness of information
reported to financial statements users. ASU 2018-02 will be effective for beginning after December 15, 2018, and early adoption
is permitted. The Company adopted ASU 2018-02 effective January 1, 2019; such adoption had no material impact on the Company’s
financial statements.



Goodwill



In January 2017, the FASB amended "Goodwill"
to simplify the subsequent measurement of goodwill. The amended guidance eliminates Step 2 from the goodwill impairment test. Instead,
impairment is defined as the amount by which the carrying value of the reporting unit exceeds its fair value, up to the total amount
of goodwill of the reporting unit. The new guidance is effective for the Company on January 1, 2020 and is not expected to have
an impact on our results of operations, financial position, and cash flows.



Financial
Instruments



In June 2016, the FASB amended "Financial
Instruments" to provide financial statement users with more decision-useful information about the expected credit losses on
debt instruments and other commitments to extend credit held by a reporting entity at each reporting date. During November 2018
and April 2019, the FASB made amendments to the new standard that clarified guidance on several matters, including accrued interest,
recoveries, and various codification improvements. The new standard, as amended, replaces the incurred loss impairment methodology
in the current standard with a methodology that reflects expected credit losses and requires consideration of a broader range of
reasonable and supportable information to support credit loss estimates.  The new guidance is effective for us on January
1, 2020, and in the first half of 2019, we established an implementation team and began analyzing the impact on our current policies
and procedures to identify potential differences that would result from applying the requirements of the new standard. The implementation
team reports findings and progress of the project to management on a frequent basis. Through this process, we have identified appropriate
changes to our processes, systems, and controls to support recognition and disclosure under the new standard.  The Company
is still evaluating the impact of the new standard on the Company’s results of operations, financial position, and cash flows.



Other recently
issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements.



Recently Adopted Accounting Pronouncements



Statement
of Cash Flows: Classification of Certain Cash Receipts and Cash Payments



In August 2016, the FASB issued ASU No. 2016-15, Statement
of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), to address
diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows.
For public entities, the standard is effective for annual periods beginning after December 15, 2017, including interim periods
within those fiscal years. For all other entities, the standard is effective for fiscal years beginning after December 15,
2018, and interim periods within fiscal years beginning after December 15, 2019. The Company adopted ASU 2016-15 effective
January 1, 2018; such adoption had no material impact on the Company’s financial statements.



Leases (ASU
2019-01)



In March 2019, the FASB issued ASU 2019-01,
Leases (Topic 842) Codification Improvements, which removed the requirement for an entity to disclose in the interim periods after
adoption, the effect of the change on income from continuing operations, net income, any other affected financial statement line
item, and any affected per share amount. For lessors, the new leasing standard requires leases to be classified as a sales-type,
direct financing or operating leases. These criteria focus on the transfer of control of the underlying lease asset. This standard
and related update was effective for fiscal years beginning after December 15, 2018, and interim periods within those
fiscal years. Early adoption is permitted. The Company adopted ASU 2016-02 effective January 1, 2019; such adoption had no material
impact on the Company’s financial statements, given that the noncancelable term of the Company’s current lease is less
than 12 months.











18







Leases (ASU
2016-02)



In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842), which requires the recognition of lease assets and lease liabilities on the balance sheet by lessees for those
leases currently classified as operating leases under ASC 840 “Leases.” These amendments also require qualitative disclosures
along with specific quantitative disclosures. These amendments are effective for fiscal years beginning after December 15,
2018, including interim periods within those fiscal years. Early application is permitted. The Company can elect to record a cumulative-effect
adjustment as of the beginning of the year of adoption or apply a modified retrospective transition approach. The Company expects
that substantially all of its operating lease commitments will be subject to the new guidance and will be recognized as operating
lease liabilities and right-of-use assets upon adoption. The Company adopted ASU 2016-02 effective January 1, 2019; such adoption
had no material impact on the Company’s financial statements, given that the noncancelable term of the Company’s current
lease is less than 12 months.



NOTE 4 – INTANGIBLE PROPERTY



Intangible assets consisted of the following
as of:



|                         |  | March 31, 2020 |   | December 31, 2019
|------------------------ |  | -------------- | - | -----------------
|                         |  |                |   |                  
|Intellectual property    |  | $              | – |                  
|Patents                  |  |                | – |                  
|Accumulated amortization |  |                | – |                  
|                         |  | $              | – |                  



On August 10, 2013, the Company entered
into an Asset Assignment Agreement (the “IBR Assignment Agreement”) with Institute For Basic Research, Inc., a Florida
corporation (“IBR”) that also is beneficially controlled by our previous Chief Executive Officer, Dr. Ruggero M. Santilli.
Pursuant to the IBR Assignment Agreement, IBR irrevocably assigned to the Company all rights, title, ownership and interests in
all of IBR’s internet website domain name assets, owned and hereinafter acquired by IBR including, but not limited to, all
physical and intangible assets and intellectual property related to the assets.



On August 11, 2013, Thunder Energies Corporation
(f/k/a Thunder Fusion Corporation) entered into an Asset Assignment Agreement (the “Assignment Agreement”) with HyFuels,
Inc., a Florida corporation (“HyFuels”) beneficially controlled by our previous Chief Executive Officer, Dr. Ruggero
M. Santilli. Pursuant to the Assignment Agreement, HyFuels irrevocably assigned to the Company all physical assets, intangible
assets, accounts receivable, intellectual property, accounting software, billing software, client lists, client prospects, trade
secrets, proprietary property, the intellectual and physical property known as intermediate nuclear fusion without radiation, the
physical property consisting of seven (7) Hadronic reactors, all copyrights, patents, patent applications, patent assignments,
trademarks and anything having commercial or exchange value and the like.



Consideration for the assignment agreements
consisted of one million (1,000,000) shares of our common stock that were issued to Dr. Ruggero M. Santilli, as designee for IBR
and HyFuels. Company management determined the amount of consideration based upon ASC 845-10-S99 pertaining to transfer of non-monetary
assets. According to ASC 845-10-S99, transfers of non-monetary assets to a company by its promoters or shareholders in exchange
for stock prior to or at the time of the entity’s initial public offering should be recorded at the transferors’ historical
cost basis determined under Generally Accepted Accounting Principles. As such, the cost basis carried on the books and records
of HyFuels and IBR was minimal or essentially zero. Therefore, the accounting principles in ASC 845-10-S99 were followed and the
Company recorded the intellectual and physical properties at its historical cost basis, which was at the historical cost basis
of a nominal amount. In connection with the aforementioned assignment agreements, 1,000,000 shares of our common stock were transferred
in exchange for the assets. The transfer was valued at one thousand dollars ($1,000), the value of the shares issued at par ($0.001)
in exchange for the assets. This amount was determined by the Company to approximate the basis of those assets.











19







The Company recorded the property and intangibles
(7 reactors, intellectual property rights to develop the technology, and website) as an intangible asset. The valuation of the
properties was the par value of the stock received in exchange for the rights and assets.



The Company has capitalized the legal expenses
associated with filing applications with the United States Patent and Trademark Office. At December 31, 2019, the Company has capitalized
$14,320. The Company has recorded $14,320 of impairment loss for the patent application process as of December 31, 2019.



On January 9, 2020, in conjunction with
the Mina Mar Group acquisition of the Company’s 50,000,000 shares of Series A Convertible Preferred Stock from Hadronic,
the ex-management of the Company has removed all the equipment previously used by the Company in its operations. The entire enterprise
(telescope business) was written off and removed by former management (see Note 7).



NOTE 5 – NOTE PAYABLE



On November 26, 2018, Pubrelco Inc., a
non-related party, executed the purchase of a $60,000 note from our previous CEO, Dr. Ruggero. The demand note carries a 2.15%
annual percentage rate and has no maturity date. In 2019, the loan amount was forgiven with an interest balance unpaid as of March
31, 2020 of $6,658.



On
March 24 2020, the Company secured a revolving line of credit of up to $2,000,000 at prime plus 5%. The Company intends to use
these funds for future expansions, growth and other acquisitions in the same leisure/entertainment/sports entertainment or similar
industry space. As of March 31, 2020, the Company has no activity in the revolving line of credit.



NOTE 6 – CONVERTIBLE NOTE PAYABLE



Convertible Note Payable



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



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



On January 9, 2020, Mina Mar (the “Purchaser”)
acquired 50,000,000 shares of Series A Convertible Preferred Stock of the Company from Hadronic. Each share of Preferred Stock
is entitled to fifteen (15) votes per share and at the election of the holder converts into ten (10) shares of Company common stock,
so at completion of the stock purchase the Purchaser owns approximately 98.6% of the fully diluted outstanding equity securities
of the Company and approximately 99% of the voting rights for the outstanding equity securities. The purchase price of $94,766
for the Preferred Stock was paid by the assumption of a Company note obligation of $85,766 by Emry Capital Inc. (“Emry”),
with the balance paid in cash. The consideration for the purchase was provided to the Purchaser from the private funds of the principal
of the Purchaser. The purchase of the Preferred Stock was the result of a privately negotiated transaction and consummation of
the purchase resulted in a change of control of the Company.



On
March 24, 2020, regarding a Company note obligation of $85,766 now due/new balance of $120,766 held by Emry was partially sold
$35,000 of the face amount to the preferred shareholder Saveene. On March 24, 2020, Saveene converted the $35,000 purchase into
5,000 shares into series B and 10,000 shares of series C shares. The face amount of the Company note obligation post the aforementioned
conversions and purchases is $85,766 (see Note 7).











20







Promissory Debenture



On February 15, 2020, the Company entered
into a Promissory Agreement and Convertible Debenture (“Promissory Debenture”) with Emry for a principal sum of $70,000
which will be paid in two traunches of $50,000, paid on February 15, 2020, and $20,000, paid in April 2020. The Promissory Debenture
bears interest, both before and after default, at 15% per month, calculated and compounded monthly. At the election of the holder,
at any time during the period between the date of issuance and the one year anniversary of the Promissory Debenture, the Promissory
Debenture is convertible into shares of the Company’s common stock at any time at a conversion price of $0.0001 per share.
In addition, the Promissory Debenture provides for an interest equal to 15% of the Company’s annual sales, payable on the
2nd day following the date of issuance of the Company’s audited financial statements.



The Company accounts for this embedded
conversion feature as a derivative under ASC 815-10-15-83 and valued separately from the note at fair value. The embedded conversion
feature of the note is revalued at each subsequent reporting date at fair value and any changes in fair value will result in a
gain or loss in those periods. The Company recorded derivative liability of $167,766 and $0 during the three months ended March
31, 2020 and 2019, respectively, and has $158,472 of unamortized debt discount remaining as of March 31, 2020.



NOTE 7 – SHAREHOLDERS’ EQUITY



COMMON STOCK



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



On May 14, 2019, the Board of Directors
of the Company approved Articles of Amendment to the Company’s Articles of Incorporation that provided for a 1 for 20 reverse
stock split of the Company’s Common Stock. The Company’s Articles of Amendment were filed with the Secretary of State
of the State of Florida on May 17, 2019. All share and per share amounts contained in this Annual Report on Form 10-K and
the accompanying Financial Statements have been adjusted to reflect the Reverse Stock Split for all prior periods presented.



During the three months ended March 31,
2020, the Company cancelled 299,668 shares to related parties at par value of $300. Shares of our common stock were issued at fair
market value of the share price as set forth in the table below unless otherwise stated.



|Date    |  | Shares |         |  | Issuance Description |                                           | Relationship |                   | Share Price |  |       | Amount | 
|------- |  | ------ | ------- |  | -------------------- | ----------------------------------------- | ------------ | ----------------- | ----------- |  | ----- | ------ | 
|1/7/19  |  |        | 90,000  |  |                      | Services                                  |              | Non-related party |             |  | 0.100 |        | 
|1/25/19 |  |        | 100,000 |  |                      | Services                                  |              | Non-related party |             |  | 0.088 |        | 
|2/6/19  |  |        | 226,715 |  |                      | Cash                                      |              | Non-related party |             |  | 0.061 |        | 
|2/14/19 |  |        | 12,500  |  |                      | Services                                  |              | Non-related party |             |  | 0.306 |        | 
|2/19/19 |  |        | 166,667 |  |                      | Services                                  |              | Non-related party |             |  | 0.240 |        | 
|3/5/19  |  |        | 289,500 |  |                      | Cash                                      |              | Non-related party |             |  | 0.120 |        | 
|3/7/19  |  |        | 50,000  |  |                      | Services                                  |              | Non-related party |             |  | 0.192 |        | 
|3/13/19 |  |        | 50,000  |  |                      | Services                                  |              | Non-related party |             |  | 0.156 |        | 
|3/19/19 |  |        | 61,043  |  |                      | Cash                                      |              | Non-related party |             |  | 0.085 |        | 
|4/1/19  |  |        | 12,500  |  |                      | Services                                  |              | Non-related party |             |  | 0.100 |        | 
|4/22/19 |  |        | 100,000 |  |                      | Execution of new convertible note payable |              | Non-related party |             |  | 3.160 |        | 
|4/24/19 |  |        | 50,000  |  |                      | Services                                  |              | Non-related party |             |  | 3.160 |        | 
|4/30/19 |  |        | 50,000  |  |                      | Services                                  |              | Non-related party |             |  | 2.960 |        | 
|5/11/19 |  |        | 25,000  |  |                      | Services                                  |              | Non-related party |             |  | 2.800 |        | 











21







|5/15/19    |  |  | 250,000   |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.116  |  |  |  | 29,000 | 
|---------- |  |  | --------- |  |  | --------------------------------------------------------------------------------------------------------------------------- |  | ----------------- |  |  | ------ |  |  |  | ------ | 
|5/12/19    |  |  | 100,000   |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.158  |  |  |  | 15,800 | 
|7/11/19    |  |  | 50,000    |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.050  |  |  |  | 2,500  | 
|7/11/19    |  |  | 150,000   |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.050  |  |  |  | 7,500  | 
|8/20/19    |  |  | 250,000   |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.034  |  |  |  | 8,375  | 
|8/20/19    |  |  | 50,000    |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.034  |  |  |  | 1,675  | 
|8/23/19    |  |  | 746,520   |  |  | Stock issued for Principal reduction of note payable-related party and accrued interest related party. Shares issued at FMV |  | Related party     |  |  | 0.037  |  |  |  | 27,621 | 
|8/23/19    |  |  | 746,520   |  |  | Stock issued for Principal reduction of note payable-related party and accrued interest related party. Shares issued at FMV |  | Related party     |  |  | 0.037  |  |  |  | 27,621 | 
|8/29/19    |  |  | 350,000   |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.039  |  |  |  | 13,755 | 
|9/6/19     |  |  | 200,000   |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.049  |  |  |  | 9,800  | 
|10/1/2019  |  |  | 63,136    |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.024  |  |  |  | 1,515  | 
|10/23/2019 |  |  | 200,000   |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.036  |  |  |  | 7,200  | 
|10/23/2019 |  |  | 200,000   |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.036  |  |  |  | 7,200  | 
|11/7/2019  |  |  | 300,000   |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.0235 |  |  |  | 7,050  | 
|11/7/2019  |  |  | 250,000   |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.0235 |  |  |  | 5,875  | 
|11/11/2019 |  |  | 97,459    |  |  | Stock issued to GHS Investments for Services. Issued at a discount to the FMV                                               |  | Non-related party |  |  | 0.018  |  |  |  | 1,754  | 
|11/22/2019 |  |  | 100,000   |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.021  |  |  |  | 2,100  | 
|12/2/2019  |  |  | 150,000   |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.021  |  |  |  | 3,150  | 
|12/2/2019  |  |  | 300,000   |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.021  |  |  |  | 6,300  | 
|12/5/2019  |  |  | 300,000   |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.021  |  |  |  | 6,300  | 
|12/6/2019  |  |  | 200,000   |  |  | Services                                                                                                                    |  | Non-related party |  |  | 0.021  |  |  |  | 4,200  | 
|2/27/2020  |  |  | (299,668) |  |  | Cancellation of director shares                                                                                             |  | Related party     |  |  | 0.001  |  |  |  | --     | 
|          



PREFERRED STOCK



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



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



On October 10, 2013, the Company issued
fifty million (50,000,000) shares of our Series “A” Convertible Preferred Stock to Hadronic, a Florida corporation
maintaining its principal place of business at 35246 US Highway 19 North, Suite #215, Palm Harbor, Florida 34684. Our previous
Directors, Dr. Ruggero M. Santilli and Mrs. Carla Santilli each own fifty percent of the equity in Hadronic. The Series “A”
Convertible Preferred Stock has 15 votes per share and is convertible into 10 shares of our common stock at the election of the
shareholder. Shares were valued at the par value of the common stock equivalents, $500,000.



On January 9, 2020, Mina Mar (the “Purchaser”)
acquired 50,000,000 shares of Series A Convertible Preferred Stock of the Company from Hadronic. Each share of Preferred Stock
is entitled to fifteen (15) votes per share and at the election of the holder converts into ten (10) shares of Company common stock,
so at completion of the stock purchase the Purchaser owns approximately 98.6% of the fully diluted outstanding equity securities
of the Company and approximately 99% of the voting rights for the outstanding equity securities. The purchase price of $94,766
for the Preferred Stock was paid by the assumption of a Company note obligation of $85,766 by Emry, with the balance paid in cash.
The consideration for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser. The
purchase of the Preferred Stock was the result of a privately negotiated transaction and consummation of the purchase resulted
in a change of control of the Company.











22







Regarding
a Company note obligation of $85,766 now due/new balance of $120,766 held by Emry was partially sold $35,000 of the face amount
to the preferred shareholder Saveene. On March 24, 2020, Saveene converted the $35,000 purchase into 5,000 shares of series B and
10,000 shares of series C shares. The face amount of the Company note obligation post the aforementioned conversions and purchases
is $85,766 (see Note 6).



On March 24, 2020, Saveene (“Purchaser”)
acquired 50,000,000 shares of Series A Convertible Preferred Stock of Company, from Mina Mar. Each
share of Preferred Stock is entitled to fifteen (15) votes per share and at the election of the holder converts into ten (10) shares
of Company common stock, so at the completion of the stock purchase, the Purchaser owns approximately 98.6% of the fully diluted
outstanding equity securities of the Company and approximately 99% of the voting rights for the outstanding equity securities.
The purchase price of $500,000 for the Preferred Stock was paid in cash. The consideration for the purchase was provided to the
Purchaser from the private funds of the principal of the Purchaser. The purchase of the Preferred Stock was the result of a privately
negotiated transaction and consummation of the purchase resulted in a change of control of the Company.



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



Series B Convertible Preferred Stock was
authorized for 10,000,000 shares of the “Company. Each share of Preferred Stock
is entitled to one thousand (1,000) votes per share and at the election of the holder converts into one thousand (1,000) shares
of Company common stock, so at the completion of the stock purchase, the Purchaser owns approximately 100% of the fully diluted
outstanding equity securities of the Company and approximately 100% of the voting rights for the outstanding equity securities.
The consideration for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser.



Series C Non-Convertible
Preferred Stock was authorized for 10,000,000 shares of the Company. Each share of Preferred
Stock is entitled to one thousand (1,000) votes per share and at the election of the holder. The series C isNon-Convertible
Preferred Stock. The Purchaser owns approximately 100% of the fully diluted outstanding
equity securities of the Company and approximately 100% of the voting rights for the outstanding equity securities. The consideration
for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser.



OPTIONS AND WARRANTS



In accordance with employment agreements,
common stock options are issued annually to the officers of the Company. The number of shares is determined by the number of shares
outstanding at the end of the year at a percentage per the employment agreements, as described below. The strike price is the fair
value trading price as of the anniversary date of the employment agreements. The options are based on the number of shares outstanding
of the Company at the year end, at an exercise price at market price at the employment agreements annual anniversary, July 25th.
As of March 31, 2019, the officers are entitled to 29,887 options, at an average exercise price of $0.2818. There is no expiration
date to these options and only vest upon a change in control. The options were valued at $4,695, however no expense has been recognized
with the associated options, as no options have vested or are considered by management to probable vest. The options were valued
using the Black Scholes Method, using the following assumptions:



|Weighted Average:         |  | March 31, 2019 |        |   | December 31, 2018 | 
|------------------------- |  | -------------- | ------ | - | ----------------- | 
|Risk-free interest rate   |  |                | 2.42   | % |                   | 
|Expected lives (years)    |  |                | 10.0   |   |                   | 
|Expected price volatility |  |                | 161.40 | % |                   | 
|Dividend rate             |  |                | 0.0    | % |                   | 
|Forfeiture Rate           |  |                | 0.0    | % |                   | 



There are no other warrants or options
outstanding to acquire any additional shares of common stock of the Company as of March 31, 2020.











23







CHANGE IN CONTROL



On
March 24, 2020, Saveene converted the $35,000 purchase into 5,000 shares of series B and 10,000 shares of series C shares. As a
result, the Series B and C voting ownership approximates 57% and therefore, the Company has a change in ownership resulting
in the recognition of a gain or loss on the sale of the interest sold and on the revaluation of any retained noncontrolling investment
in accordance with ASC 810-10-40-5.



The Company’s stock price on March
24, 2020 was $0.03, giving the Company a value of $0.03 per share times 11,244,923 shares outstanding or $337,348. The transaction
was booked to loss on extinguishment of change in control and with the off-setting entry to additional paid-in capital due to it
being a related party transaction.



NOTE 8 – RELATED PARTY TRANSACTIONS



TRANSACTIONS WITH SAVEENE.COM, INC.



On March 24, 2020, Saveene acquired 50,000,000
shares of Series A Convertible Preferred Stock of the Company, from Mina Mar. Each share
of Preferred Stock is entitled to fifteen (15) votes per share and at the election of the holder converts into ten (10) shares
of Company common stock, so at the completion of the stock purchase, the Purchaser owns approximately 98.6% of the fully diluted
outstanding equity securities of the Company and approximately 99% of the voting rights for the outstanding equity securities.
The purchase price of $500,000 for the Preferred Stock was paid in cash. The consideration for the purchase was provided to the
Purchaser from the private funds of the principal of the Purchaser. The purchase of the Preferred Stock was the result of a privately
negotiated transaction and consummation of the purchase resulted in a change of control of the Company.



In connection with the sale of the Preferred
Stock, all existing officers, directors and board members with the Company remained undisturbed.



Except as described herein, there are no
arrangements or understandings among members of both the former and new control persons and their associates with respect to the
election of directors of the Company or other matters.



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



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



Series B Convertible Preferred Stock was
authorized for 10,000,000 shares of the Company. Each share of Preferred Stock is entitled
to one thousand (1,000) votes per share and at the election of the holder converts into one thousand (1,000) shares of Company
common stock, so at the completion of the stock purchase, the Purchaser owns approximately 100% of the fully diluted outstanding
equity securities of the Company and approximately 100% of the voting rights for the outstanding equity securities. The consideration
for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser.



Series C Non-Convertible
Preferred Stock was authorized for 10,000,000 shares of the Company. Each share of Preferred
Stock is entitled to one thousand (1,000) votes per share and at the election of the holder. The series C isNon-Convertible
Preferred Stock. The Purchaser owns approximately 100% of the fully diluted outstanding
equity securities of the Company and approximately 100% of the voting rights for the outstanding equity securities. The consideration
for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser.











24







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



On
March 24, 2020, Saveene converted the $35,000 purchase into 5,000 shares of series B and 10,000 shares of series C shares. As a
result, the Series B and C voting ownership approximates 57% and therefore, the Company has a change in ownership resulting
in the recognition of a gain or loss on the sale of the interest sold and on the revaluation of any retained noncontrolling investment
in accordance with ASC 810-10-40-5.



The Company’s stock price on March
24, 2020 was $0.03, giving the Company a value of $0.03 per share times 11,244,923 shares outstanding or $337,348. The transaction
was booked to loss on extinguishment of change in control and with the off-setting entry to additional paid-in capital due to it
being a related party transaction.



TRANSACTIONS WITH MINA MAR GROUP



On January 9, 2020, Mina Mar (the “Purchaser”)
acquired 50,000,000 shares of Series A Convertible Preferred Stock of the Company from Hadronic. Each share of Preferred Stock
is entitled to fifteen (15) votes per share and at the election of the holder converts into ten (10) shares of Company common stock,
so at completion of the stock purchase the Purchaser owns approximately 98.6% of the fully diluted outstanding equity securities
of the Company and approximately 99% of the voting rights for the outstanding equity securities. The purchase price of $94,766
for the Preferred Stock was paid by the assumption of a Company note obligation of $85,766 by Emry, with the balance paid in cash.
The consideration for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser. The
purchase of the Preferred Stock was the result of a privately negotiated transaction and consummation of the purchase resulted
in a change of control of the Company.



In connection with the sale of the Preferred
Stock:



| | · | Dr. Ruggero Santilli and Carla Santilli, former board members and the chief executive officer and secretary and treasurer, respectively, of the Company, resigned as board members and officers;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Company’s relationship with the law firm of Clifford J. Hunt, P.A. has been terminated and Clifford J. Hunt, P.A. is no longer serving as legal counsel of record to the Company;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Company’s relationship with E&E Communications
has been terminated and E&E Communications is no longer providing investor relations services to the Company; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Company’s relationship with GHS Investments, LLC has been terminated and GHS Investments, LLC is no longer providing underwriting, investment banking or brokerage services to the Company.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Also in connection with the sale of the
Preferred Stock, Irina Veselinovic has been appointed to the Board of Directors of the Company and has been appointed as Secretary
of the Company; Aleksandar Sentic has been appointed to the Board of Directors of the Company; and Andrea  Zecevic has been
appointed to the Board of Directors and to the position of Company President and Chief Executive Officer. None of Ms. Veselinovic,
Mr. Sentic or Ms. Zecevic is a party to an employment agreement with the Company. The Company has made the appropriate filings
with the Division of Corporations for the Florida Secretary of State to memorialize the appointment of these officers in the Division
of Corporations’ records.



Except as described herein, there are no
arrangements or understandings among members of both the former and new control persons and their associates with respect to the
election of directors of the Company or other matters.



ADVANCES, PAYABLES AND ACCRUALS



Amounts included in accruals represent
amounts previously due to the officers and directors for corporate obligations under the employment agreements. Payments on behalf
of the Company and accruals made under contractual obligation are accrued (see below). As of March 31, 2020 and December 31, 2019,
accrued expenses were $0 and $0, respectively. On December 31, 2019, the accrued compensation – related party was forgiven
and booked the offsetting entry to Additional paid-in Capital due to it being a related party transaction.











25







NOTE PAYABLE



In support of the Company’s efforts
and cash requirements, it has relied on advances from the majority shareholders until such time that the Company can support its
operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written
commitment for continued support by shareholders. All advances made in support of the Company are formalized by demand notes, at
a 2.15% interest rate.



During the three months ended March 31,
2020 and 2019, our previous Chief Executive Officer, Dr. Ruggero M. Santilli loaned the Company $0 and $5,000 for operations. During
the three months ended March 31, 2020 and 2019 the Company repaid the principal amounts by $0 and $5,000, respectively.



At March 31, 2020 and December 31, 2019,
the demand notes accumulative balances were $0 and $0, respectively. Accrued interest at March 31, 2020 and December 31, 2019 was
$0 and $0, respectively. On December 31, 2019, the demand notes plus accrued interest totaling $376,276 were forgiven and booked
the offsetting entry to Additional paid-in Capital due to it being a related party transaction.



EQUITY TRANSACTIONS



On December 31, 2019, our previous Chief
Executive Officer, Dr. Ruggero M. Santilli requested the extinguishment of $376,276 of notes payable due. The Company extinguished
$376,276 of notes payable due Dr. Rugger M. Santilli on December 31, 2019 and booked the off-setting entry to additional paid-in
capital due to it being a related party transaction.



On December 31, 2019, the Company's previous
Chief Executive Officer, Dr. Ruggero M. Santilli and previous Director, Carla Santilli requested the extinguishment of $315,000
and $126,000, respectively, of accrued compensation due. The Company extinguished $315,000 and $126,000 of accrued compensation
due to Dr. Rugger M. Santilli and Carla Santilli, respectively, on December 31, 2019 and booked the off-setting entry to additional
paid-in capital due to it being a related party transaction.



EMPLOYMENT CONTRACTS



The Company has no employment contracts
with its key employees.



OTHER



The Company does not own or lease property
or lease office space. At the current time, the office space used by the Company was arranged by the majority shareholders of the
Company to use at no charge. It is anticipated that the Company will enter into formal lease arrangements in the near future.



The amounts and terms of the above transactions
may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered
into with independent third parties.



NOTE 9 - COMMITMENTS AND CONTINGENCIES



From time to time the Company may be a
party to litigation matters involving claims against the Company. Management believes that there are no current matters that would
have a material effect on the Company’s financial position or results of operations.



NOTE 10 – SUBSEQUENT EVENTS



In April 2020, the Company received the
second traunch of $20,000 in conjunction with its Promissory Debenture.



On May14, 2020, the Company entered into
a Promissory Agreement and Convertible Debenture (“Promissory Debenture”) with Emry for a principal sum of $23,000.
The Promissory Debenture bears interest, both before and after default, at 15% per month, calculated and compounded monthly. At
the election of the holder, at any time during the period between the date of issuance and the one year anniversary of the Promissory
Debenture, the Promissory Debenture is convertible into shares of the Company’s common stock at any time at a conversion
price of $0.0001 per share. In addition, the Promissory Debenture provides for an interest equal to 15% of the Company’s
annual sales, payable on the 2nd day following the date of issuance of the Company’s audited financial statements.



There were no other events subsequent to
March 31, 2020, and up to the date of this filing that would require disclosure.











26







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



Special Note Regarding Forward Looking
Statements.



This quarterly report on Form 10-Q of Thunder
Energies Corporation for the period ended March 31, 2020 contains certain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended
to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such
statements constitute forward looking statements which, by definition, involve risks and uncertainties. In particular, statements
under the Sections; Description of Business, Management’s Discussion and Analysis of Financial Condition and Results of Operations
contain forward looking statements. Where in any forward-looking statements, the Company expresses an expectation or belief as
to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but
there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.



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



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



Our Business Overview.



Thunder Energies Corporation f/k/a Thunder
Fusion Corporation and CCJ Acquisition Corp. (“we”, “us”, “our”, (“TEC” or the
“Company”) was incorporated in the State of Florida on April 21, 2011. The Company selected December 31 as its fiscal
year end.



On July 25, 2013, Dr. Ruggero M. Santilli
acquired from Company’s existing shareholders, a control block of stock in the Company consisting of two million nine hundred
forty thousand (2,940,000) shares of restricted common stock of the Company, in a private equity transaction. As a result of this
acquisition, Dr. Ruggero M. Santilli owned 98% of the issued and outstanding shares of common stock of the Company.



On August 10, 2013, the Company entered
into an Asset Assignment Agreement (the “IBR Assignment Agreement”) with Institute For Basic Research, Inc., a Florida
corporation (“IBR”) that also is beneficially controlled by our previous Chief Executive Officer, Dr. Ruggero M. Santilli.
Pursuant to the IBR Assignment Agreement, IBR irrevocably assigned to the Company all rights, title, ownership and interests in
all of IBR’s internet website domain name assets, owned and hereinafter acquired by IBR including, but not limited to, all
physical and intangible assets and intellectual property related to the assets.



On August 11, 2013, Thunder Energies Corporation
(the “Company”) entered into an Asset Assignment Agreement (the “Assignment Agreement”) with HyFuels, Inc.,
a Florida corporation (“HyFuels”) beneficially controlled by our previous Chief Executive Officer, Dr. Ruggero M. Santilli.
Pursuant to the Assignment Agreement, HyFuels irrevocably assigned to the Company all physical assets, intangible assets, accounts
receivable, intellectual property, accounting software, billing software, client lists, client prospects, trade secrets, proprietary
property, the intellectual and physical property known as intermediate nuclear fusion without radiation, the physical property
consisting of seven (7) Hadronic Technologies, Inc., a Florida corporation (“Hadronic”) reactors, all copyrights, patents,
patent applications, patent assignments, trademarks and anything having commercial or exchange value and the like.











27







Consideration for the assignment agreements
consisted of one million (1,000,000) shares of our common stock that were issued to Dr. Ruggero M. Santilli, as designee for IBR
and HyFuels. Company management determined the amount of consideration based upon ASC 845-10-S99 pertaining to transfer of non-monetary
assets. According to ASC 845-10-S99, transfers of non-monetary assets to a company by its promoters or shareholders in exchange
for stock prior to or at the time of the entity’s initial public offering should be recorded at the transferors’ historical
cost basis determined under Generally Accepted Accounting Principles. As such, the cost basis carried on the books and records
of HyFuels and IBR was minimal or essentially zero. Therefore, the accounting principles in ASC 845-10-S99 were followed and the
Company recorded the intellectual and physical properties at its historical cost basis, which was at the historical cost basis
of a nominal amount. In connection with the aforementioned assignment agreements, 1,000,000 shares of our common stock were transferred
in exchange for the assets. The transfer was valued at one thousand dollars ($1,000), the value of the shares issued at par ($0.001)
in exchange for the assets. This amount was determined by the Company to be de-minimus to the value received in the exchange and
approximates the basis of those assets.



The Company has recorded the property and
intangibles (7 reactors, intellectual property rights to develop the technology, and website) as an intangible asset. The valuation
of the properties will be the par value of the stock received in exchange for the rights and assets. The Company’s filings
will include a disclosure in the MD&A section and notes to the financial statement under the heading “Non-Monetary Transaction”.
Management believes that the $1,000 valuation is reflective of the salvage value of the physical property, at a minimum. Our Company
purchased internet website domain name assets owned by IBR and the intellectual and physical property known as intermediate nuclear
fusion without radiation, the physical property consisting of seven (7) Hadronic reactors, all copyrights, patents, patent applications,
patent assignments, trademarks and anything having commercial or exchange value owned by HyFuels as related to the reactors. None
of the assets purchased had ever generated revenue for IBR or HyFuels. Although the Asset Assignment Agreements were more comprehensive
in their description of “assets”, the aforementioned items were the only assets assigned to the Company.



Our Company purchased internet website
domain name assets owned by IBR and the intellectual and physical property known as intermediate nuclear fusion without radiation,
the physical property consisting of seven (7) Hadronic reactors, all copyrights, patents, patent applications, patent assignments,
trademarks and anything having commercial or exchange value owned by HyFuels as related to the reactors. None of the assets purchased
had ever generated revenue for IBR or HyFuels. Although the Asset Assignment Agreements were more comprehensive in their description
of “assets”, the aforementioned items were the only assets assigned to the Company.



A further description of the assignors,
IBR and HyFuels, follows. IBR is a Florida Corporation whose only business operations are the publication of an internet blog relating
to scientific and academic matters. IBR does not generate revenue and has no expenses. Furthermore, IBR has never maintained a
checking account. This status has been consistent over the last several years. Our Chief Executive Officer and Director, Dr. Ruggero
M. Santilli is president and a director for IBR. IBR does not have any ownership interest in any of our securities.



HyFuels is a Florida corporation that utilized
research and development funds to create the seven Hadronic reactors, but otherwise has no business operations since its inception.
Its sole purpose is to serve as a patent holding company. Our previous Chief Executive Officer and Director, Dr. Ruggero M. Santilli
is president and a director for HyFuels. HyFuels also does not have any ownership interest in any of our securities.



Neither IBR nor HyFuels has made any effort
to commercialize the assets for purposes of generating revenue. Both IBR and HyFuels continue to exist as Florida corporations
separate and distinct from the Company. Though they are deemed “related” entities through a common officer and director
with our Company, they remain otherwise “unaffiliated” with our Company.



IBR maintains its principal place of business
at 90 East Winds Court, Palm Harbor, Florida 34689. HyFuels maintains its principal place of business at 35246 US Highway 19 North,
#215, Palm Harbor, Florida 34684. There is no continuity of facilities with the Company.



Neither IBR nor HyFuels had an employee
base, a distribution system, a sales force, a customer base, production techniques or trade names associated with the assets. Their
ownership rights may arguably be referred to as operating rights but there were essentially no operations associated with the assets.



The only activities of the assignors involved
the creation of the Internet website domain names and the creation of the seven Hadronic reactors and associated patents pending.
These assets did not generate revenue prior to the assignment, so there is essentially no financial data to report regarding “revenue
producing activity previously associated with the acquired assets”. Furthermore, there is no “sufficient continuity
of operations with our Company so that disclosure of prior financial information regarding IBR or HyFuels is material to an understanding
of future operations regarding our Company.









28







Recent Developments



Convertible Note Payable



On January 9, 2020, Mina Mar Corporation,
a Florida corporation (d/b/a Mina Mar Group) (“Mina Mar” or the “Purchaser”) acquired 50,000,000 shares
of Series A Convertible Preferred Stock of Thunder Energies Corporation (the “Company”), from Hadronic. Each share
of Preferred Stock is entitled to fifteen (15) votes per share and at the election of the holder converts into ten (10) shares
of Company common stock, so at completion of the stock purchase the Purchaser owns approximately 98.6% of the fully diluted outstanding
equity securities of the Company and approximately 99% of the voting rights for the outstanding equity securities. The purchase
price of $94,766 for the Preferred Stock was paid by the assumption of a Company note obligation of $85,766 by Emry Capital Inc
(“Emry”), with the balance paid in cash. The consideration for the purchase was provided to the Purchaser from the
private funds of the principal of the Purchaser. The purchase of the Preferred Stock was the result of a privately negotiated transaction
and consummation of the purchase resulted in a change of control of the Company.



In connection with the sale of the Preferred
Stock:



| | · | Dr. Ruggero Santilli and Carla Santilli, former board members and the chief executive officer and secretary and treasurer, respectively, of the Company, resigned as board members and officers;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Company’s relationship with the law firm of Clifford J. Hunt, P.A. has been terminated and Clifford J. Hunt, P.A. is no longer serving as legal counsel of record to the Company;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Company’s relationship with E&E Communications has been terminated and E&E Communications is no longer providing investor relations services to the Company; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Company’s relationship with GHS Investments, LLC has been terminated and GHS Investments, LLC is no longer providing underwriting, investment banking or brokerage services to the Company.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Also in connection with the sale of the
Preferred Stock, Irina Veselinovic has been appointed to the Board of Directors of the Company and has been appointed as Secretary
of the Company; Aleksandar Sentic has been appointed to the Board of Directors of the Company; and Andrea  Zecevic has been
appointed to the Board of Directors and to the position of Company President and Chief Executive Officer. None of Ms. Veselinovic,
Mr. Sentic or Ms. Zecevic is a party to an employment agreement with the Company. The Company has made the appropriate filings
with the Division of Corporations for the Florida Secretary of State to memorialize the appointment of these officers in the Division
of Corporations’ records.



Except as described herein, there are no
arrangements or understandings among members of both the former and new control persons and their associates with respect to the
election of directors of the Company or other matters.



Biographical Information



Irina Veselinovic, Age 38, Director and Secretary



Ms. Veselinovic has worked as a business
development manager for private companies for the last five years, and has spent the last decade working in corporate administrative
leadership and investor relations in the interior design and fashion industries. The Company believes Ms. Veselinovic’s broad
industry experience and industry connections make her an asset to our board of directors and will drive the momentum that is the
cornerstone of our team.











29







Aleksandar Sentic, Age 53, Director



Mr. Sentic has worked in private companies
providing logistic and insurance services for the last five years.  The Company believes Mr. Sentic’s longtime experience
as a successful entrepreneur and insurance product and logistic executive, coupled with his extensive business contacts, will allow
Mr. Sentic to bring a logistics based operational and organizational perspective to our board of directors.



Andrea Zecevic, Age 51, Director President and CEO



Ms. Zecevic has for the last five years
been president of Saveene.com (“Saveene”), a vacation property and yacht management firm based in Florida. She is also
president of Mina Mar, a private holding company for various private equity and real estate investments.  Ms. Zecevic, who
speaks multiple languages, earned a science degree, with honors, from the University of Toronto. She later completed an MBA at
Kaplan University in Chicago, Illinois.  Ms. Zecevic has also been recognized by Cambridge Who’s Who for showing dedication,
leadership and excellence in business management. Previously Ms.Zecevic was CEO of Cash Now a Canadian based sub prime financier.
Cash Now was ranked #10 of top 1,000 fastest growing companies in Canada.  Ms. Zecevic has been appointed as the Company’s
Chief Executive Officer and as a member of the Board of Directors. The Company believes her broad executive, marketing and investor
relations experience will help position the Company for expansion and profitable growth going forward.



The Company will be using @CorpTnrg as
its social media account going forward; its interim corporate web site is www.otc-tnrg.com; The Company’s new operating business
web site is www.nacaeli.com.



The ex-management of the Company has removed
all the equipment previously used by the Company in its operations. The entire enterprise (telescope business) was written off
and removed by former management.  Current management anticipates a new business model for the Company with the launch of
its Nacaeli brand www.nacaeli.com.



Promissory Debenture



On February 15, 2020, the Company entered
into a Promissory Agreement and Convertible Debenture (“Promissory Debenture”) with Emry for a principal sum of $70,000
which will be paid in two traunches of $50,000, paid on February 15, 2020, and $20,000, paid in April 2020. The Promissory Debenture
bears interest, both before and after default, at 15% per month, calculated and compounded monthly. At the election of the holder,
at any time during the period between the date of issuance and the one year anniversary of the Promissory Debenture, the Promissory
Debenture is convertible into shares of the Company’s common stock at any time at a conversion price of $0.0001 per share.
In addition, the Promissory Debenture provides for an interest equal to 15% of the Company’s annual sales, payable on the
2nd day following the date of issuance of the Company’s audited financial statements.



On May14, 2020, the Company entered into
a Promissory Agreement and Convertible Debenture (“Promissory Debenture”) with Emry for a principal sum of $23,000.
The Promissory Debenture bears interest, both before and after default, at 15% per month, calculated and compounded monthly. At
the election of the holder, at any time during the period between the date of issuance and the one year anniversary of the Promissory
Debenture, the Promissory Debenture is convertible into shares of the Company’s common stock at any time at a conversion
price of $0.0001 per share. In addition, the Promissory Debenture provides for an interest equal to 15% of the Company’s
annual sales, payable on the 2nd day following the date of issuance of the Company’s audited financial statements.



Preferred Stock



On March 24, 2020, Saveene (the “Purchaser”)
acquired 50,000,000 shares of Series A Convertible Preferred Stock of the Company, from Mina Mar. Each
share of Preferred Stock is entitled to fifteen (15) votes per share and at the election of the holder converts into ten (10) shares
of Company common stock, so at the completion of the stock purchase, the Purchaser owns approximately 98.6% of the fully diluted
outstanding equity securities of the Company and approximately 99% of the voting rights for the outstanding equity securities.
The purchase price of $500,000 for the Preferred Stock was paid in cash. The consideration for the purchase was provided to the
Purchaser from the private funds of the principal of the Purchaser. The purchase of the Preferred Stock was the result of a privately
negotiated transaction and consummation of the purchase resulted in a change of control of the Company.











30







In connection with the sale of the Preferred
Stock, all existing officers, directors and board members with the Company remained undisturbed.



Except as described herein, there are no
arrangements or understandings among members of both the former and new control persons and their associates with respect to the
election of directors of the Company or other matters.



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



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



Series B Convertible Preferred Stock was
authorized for 10,000,000 shares of the Company. Each share of Preferred Stock is entitled
to one thousand (1,000) votes per share and at the election of the holder converts into one thousand (1,000) shares of Company
common stock, so at the completion of the stock purchase, the Purchaser owns approximately 100% of the fully diluted outstanding
equity securities of the Company and approximately 100% of the voting rights for the outstanding equity securities. The consideration
for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser.



Series C Non-Convertible
Preferred Stock was authorized for 10,000,000 shares of the “Company. Each share
of Preferred Stock is entitled to one thousand (1,000) votes per share and at the election of the holder. The series C isNon-Convertible
Preferred Stock. The Purchaser owns approximately 100% of the fully diluted outstanding
equity securities of the Company and approximately 100% of the voting rights for the outstanding equity securities. The consideration
for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser.



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



On
March 24, 2020, Saveene converted the $35,000 purchase into 5,000 shares of series B and 10,000 shares of series C shares. As a
result, the Series B and C voting ownership approximates 57% and therefore, the Company has a change in ownership resulting
in the recognition of a gain or loss on the sale of the interest sold and on the revaluation of any retained noncontrolling investment
in accordance with ASC 810-10-40-5.



The Company’s stock price on March
24, 2020 was $0.03, giving the Company a value of $0.03 per share times 11,244,923 shares outstanding or $337,348. The transaction
was booked to loss on extinguishment of change in control and with the off-setting entry to additional paid-in capital due to it
being a related party transaction.



Revolving Line of Credit



On
March 24 2020, Thunder Energies secured a revolving line of credit of up to $2,000,000 at prime plus 5%. The Company intends to
use these funds for future expansions, growth and other acquisitions in the same leisure/entertainment/sports entertainment or
similar industry space.











31







Description of Business, Principal
Products, Services



Thunder Energies is doing business as NACAELI.
A luxurious new brand of fractional luxury yachts, and private jets. Nacaeli, meaning Air and Water, is derived from the merger
of the Latin word Na and Caeli from the South Pacific (Hawaiian) dialect to create and formulate our Air+Water Nacaeli unique Corporate
identity name and brand



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



Patents, Trademarks, Licenses, Franchises,
Concessions, Royalty Agreements Or Labor Contracts, Including Duration



The Company has no patents. No franchisee
or license is expected during the first three years of operation. Labor contracts for employees are planned for implementation
following legal assistance and decisions by our Board of Directors.



Need For Any Government Approval
Of Principal Products Or Services



No governmental approval or permits are
necessary for our products.



Effect Of Existing Or Probable Governmental
Regulations On The Business



There are no governmental regulations affecting
the Company.



Costs and Effects Of Compliance With
Environmental Laws



There are no environmental laws affecting
the Company.



Number Of Total Employees And Number
Of Full-Time Employees



At this time, the Company has no full time
employees and two persons working part time in various functions.



Implications of Being an Emerging Growth
Company



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



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



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



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



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











32







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



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



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



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



Results of Operations and Critical Accounting
Policies and Estimates.



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



Results of Operations for the Three
Months ended March 31, 2020 and 2019.



Revenues.



Total Revenue. For the three
months ended March 31, 2020 and 2019, we had no revenues.



Expenses.



Total Operating Expenses. Total
operating expenses for the three months ended March 31, 2020 and March 31, 2019 were $52,197 and $198,602, respectively. Total
operating expenses consisted of research and development of $2,741 and $14,257, respectively; stock in exchange for services of
$0 and $79,025, respectively; professional fees of $48,960 and $44,448, respectively and selling, general and administrative expenses
of $496 and $60,872, respectively. Research and development expense decreased by approximately 81% primarily due to a reduction
in equipment and supplies. Stock in exchange for services decreased by approximately 100% due to no shares of common stock being
issued in exchange for certain expenses. Professional fees decreased by approximately 99% due to a decrease in consulting services.



Other Expense. Total other
income expense for the three months ended March 31, 2020 and 2019 was $425,308 and $1,816, respectively. Other expense consisted
of interest expense in conjunction with debt issuance of $68,770 and $1,816, respectively; accretion of debt discount of $51,504
and $0, respectively, change in fair value of derivative liability of $6,628 and $0, respectively, extinguishment of derivative
liability related to debt conversion of $25,686 and $0, respectively, and the loss on extinguishment of change in control of $337,348
and $0, respectively. Interest expense in conjunction with debt issuance increased by approximately 3,687% due to the issuance
of notes payable; accretion of debt discount increased by approximately 100% due to the issuance of notes payable and change in
fair value of derivative liability and extinguishment of derivative liability related to debt conversion decreased by approximately
100% due to the convertible note payable being paid in full.











33







Financial Condition.



Total Assets. Total assets
at March 31, 2020 and December 31, 2019 were $2,464 and $3,111, respectively. Total assets consist of cash of $2,464 and $3,111,
respectively. Total assets decreased by approximately 21%. The primary reason for the decrease was a reduction in cash at period
end.



Total Liabilities. Total liabilities
at March 31, 2020 and December 31, 2019 were $252,996 and $123,274, respectively. Total liabilities consist of accounts payable
of $1,550 and $0, respectively, accrued interest of $10,369 and $5,365, respectively; convertible note payable of $70,105 (net
of discount of $15,661) and $57,000, respectively, derivative liability of $158,472 and $60,909, respectively, and convertible
note payable of $12,500 (net of discount of $37,500) and $0, respectively. Total liabilities increased by approximately 105%. Accrued
interest increased by approximately 93% due to borrowings for operations. Convertible note payable increased by approximately 45%
due to a new convertible note payable.



Liquidity and Capital Resources.



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization
of assets and satisfaction of liabilities in the ordinary course of business.



The Company sustained a loss of $477,505
and $200,418 for the three months ended March 31, 2020 and 2019, respectively. The Company has accumulated losses totaling $5,648,618
at March 31, 2020. Because of the absence of positive cash flows from operations, the Company will require additional funding for
continuing the development and marketing of products. These factors raise substantial doubt about the Company’s ability to
continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome
of this uncertainty.



We are presently able to meet our obligations
as they come due through the support of our shareholders. At March 31, 2020, we had a working capital deficit of $238,032. Our
working capital deficit is due to the results of operations.



Net cash used in operating activities for
the three months ended March 31, 2020 and 2019 were $50,647 and $56,576, respectively. Net cash used in operating activities includes
our net loss, accounts payable, and accrued interest – related party.



Net cash provided by financing activities
for the three months ended March 31, 2020 and 2019 were $50,000 and $53,700, respectively. Net cash provided by financing activities
includes proceeds from convertible note payable of $50,000 and the issuance of stock of $53,700.



We anticipate that our future liquidity
requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures.
The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds
from the private sources and/or debt financing. However, we can provide no assurances that we will be able to generate sufficient
cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern.
Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a
timely basis and ultimately to attain profitability. Our Plan of Operation for the next twelve months is to raise capital to implement
our strategy. We do not have the necessary cash and revenue to satisfy our cash requirements for the next twelve months. We cannot
guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then we
may not be able to expand our operations. If adequate funds are not available, we believe that our officers and directors will
contribute funds to pay for some of our expenses. However, we have not made any arrangements or agreements with our officers and
directors regarding such advancement of funds. We do not know whether we will issue stock for the loans or whether we will merely
prepare and sign promissory notes. If we are forced to seek funds from our officers or directors, we will negotiate the specific
terms and conditions of such loan when made, if ever. Although we are not presently engaged in any capital raising activities,
we anticipate that we may engage in one or more private offering of our company’s securities after the completion of this
offering. We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct
another private offering under Section 4(2) of the Securities Act of 1933. See “Note 2 – Going Concern” in our
financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”











34







We are not aware of any trends or known
demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases
or decreases in liquidity.



Capital Resources.



We had no material commitments for capital
expenditures as of March 31, 2020.



Off-Balance Sheet Arrangements



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



Inflation



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



Item 3. Quantitative and Qualitative
Disclosure About Market Risk.



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



Item 4. Controls and Procedures



(a) Management’s Annual Report
on Internal Control over Financial Reporting.



The management of the Company is responsible
for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over
financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial
Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s
financial statements for external purposes in accordance with U.S. generally accepted accounting principles.



With respect to the period ending March
31, 2020, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of
the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under
the Securities Exchange Act of 1934.



Based upon our evaluation regarding the
period ending March 31, 2020, the Company’s management, including its Principal Executive Officer and Principal Financial
Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal
resources and lack of ability to have multiple levels of transaction review. Material weaknesses noted are lack of an audit committee,
lack of a majority of outside directors on the board of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures; and management is dominated by two individuals, without adequate compensating
controls. Through the use of external consultants and the review process, management believes that the financial statements and
other information presented herewith are materially correct.



The Company’s disclosure controls
and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management,
including its Principal Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and procedures
will prevent all error and all fraud. A control system, no matter how well conceived 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 benefit of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected.



(b) Change in Internal Control Over
Financial Reporting



We have not made any significant changes
to our internal controls during the fiscal year ending December 31, 2020. We have not identified any significant deficiencies or
material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken.











35







Part II. Other Information



Item 1. Legal Proceedings.



None.



Item 1A. Risk Factors



We are a Smaller Reporting Company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.



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



During the three months ended March 31,
2020, the Company cancelled 299,668 shares to related parties at par value of $300 as set forth in the table below.



|Date    |  | Shares |           |  | Issuance Description |                                 | Relationship |                 | Share Price |  |       | Amount | 
|------- |  | ------ | --------- |  | -------------------- | ------------------------------- | ------------ | --------------- | ----------- |  | ----- | ------ | 
|2/27/20 |  |        | (299,668) |  |                      | Cancellation of director shares |              | Related parties |             |  | 0.001 |        | 



Item 3. Defaults Upon Senior Securities.



None.



Item 4. Mine Safety Disclosure.



Pursuant to Section 1503(a) of the Dodd-Frank
Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a subsidiary that is an operator, of a
coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding
specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities
from the Federal Mine Safety and Health Administration, or MSHA, under the Federal Mine Safety and Health Act of 1977, or the Mine
Act. During the quarter ended March 31, 2020, we did not have any projects that were in production and as such, were not subject
to regulation by MSHA under the Mine Act.



Item 5. Other Information.



None.













36







Item 6. Exhibits.



|Exhibit Number and Description |                                                   | Location Reference                                                                                                                                                                        
|------------------------------ | ------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               |                                                   |                                                                                                                                                                                           
|(a)                            | Financial Statements                              |                                                                                                                                                                                           
|                               |                                                   |                                                                                                                                                                                           
|(b)                            | Exhibits required by Item 601, Regulation S-K;    |                                                                                                                                                                                           
|                               |                                                   |                                                                                                                                                                                           
|                               | (3.0)                                             | Articles of Incorporation                                                                                                                                                                 
|                               |                                                   |                                                                                                                                                                                           
|                               |                                                   | (3.1)                                                                                                                                                                                     
|                               |                                                   |                                                                                                                                                                                           
|                               |                                                   | (3.2)                                                                                                                                                                                     
|                               |                                                   |                                                                                                                                                                                           
|                               |                                                   | (3.3)                                                                                                                                                                                     
|                               |                                                   |                                                                                                                                                                                           
|                               |                                                   | (3.4)                                                                                                                                                                                     
|                               |                                                   |                                                                                                                                                                                           
|                               |                                                   | (3.5)                                                                                                                                                                                     
|                               |                                                   |                                                                                                                                                                                           
|                               | (10.1)                                            | Stock Purchase Agreement with Northbridge Financial, Inc.                                                                                                                                 
|                               |                                                   |                                                                                                                                                                                           
|                               | (11.1)                                            | Statement re: computation of per share Earnings.                                                                                                                                          
|                               |                                                   |                                                                                                                                                                                           
|                               | (14.1)                                            | Code of Ethics                                                                                                                                                                            
|                               |                                                   |                                                                                                                                                                                           
|                               | (31.1)                                            | Certificate of Chief Executive Officer And Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                           
|                               |                                                   |                                                                                                                                                                                           
|                               | (32.1)                                            | Certification of Chief Executive Officer And Principal Financial and Accounting Officer Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|                               |                                                   |                                                                                                                                                                                           
|(101.INS)                      | XBRL Instance Document                            |                                                                                                                                                                                           
|(101.SCH)                      | XBRL Taxonomy Ext. Schema Document                |                                                                                                                                                                                           
|(101.CAL)                      | XBRL Taxonomy Ext. Calculation Linkbase Document  |                                                                                                                                                                                           
|(101.DEF)                      | XBRL Taxonomy Ext. Definition Linkbase Document   |                                                                                                                                                                                           
|(101.LAB)                      | XBRL Taxonomy Ext. Label Linkbase Document        |                                                                                                                                                                                           
|(101.PRE)                      | XBRL Taxonomy Ext. Presentation Linkbase Document |                                                                                                                                                                                           



Exhibit Key



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







37







Signatures



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



THUNDER ENERGIES CORPORATION



|NAME               |  | TITLE                                                                                                                                      |  | DATE        
|------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------
|                   |  |                                                                                                                                            |  |             
|/s/ Andrea Zecevic |  | President and Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer and Principal Accounting Officer) |  | June 1, 2020
|Andrea Zecevic     |  |                                                                                                                                            |  |             



























38