Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM
10-K



(Mark One)



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



For the fiscal year ended December 31, 2019



 ̈
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.)



|1444 Rainville Road, Tarpon Springs, Florida |  | 34689     
|-------------------------------------------- |  | ----------
|(Address of principal executive offices)     |  | (Zip Code)



Registrant’s telephone number,
including area code727-940-3944



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                |  | N/A               |  | N/A                                      



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



Common Stock, $0.001 par value

(Title of class)



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



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



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



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



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



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



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



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



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



As of June 30, 2019 (the last business
day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the issued and outstanding
common stock held by non-affiliates of the registrant was $319,616. For purposes of the above statement only, all directors, executive
officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive
determination for any other purpose.



The number of shares outstanding of the
issuer’s Common Stock, $0.001 par value, as of May 15, 2020 was 11,544,923 shares.



DOCUMENTS INCORPORATED BY REFERENCE



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



NONE













THUNDER ENERGIES CORPORATION

ANNUAL REPORT ON FORM 10-K

Fiscal Year Ended December 31, 2019



TABLE OF CONTENTS



|                                                  |                                                                                                              |    | Page | 
|------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | -- | ---- | 
|Special Note Regarding Forward Looking Statements |                                                                                                              | ii |     
|                                                  |                                                                                                              |    |      | 
|PART I                                            |                                                                                                              |    |     
|                                                  |                                                                                                              |    |      | 
|Item 1.                                           | Business                                                                                                     |    | 1    | 
|Item 1A.                                          | Risk Factors                                                                                                 |    | 9    | 
|Item 1B.                                          | Unresolved Staff Comments                                                                                    |    | 9    | 
|Item 2.                                           | Properties                                                                                                   |    | 9    | 
|Item 3.                                           | Legal Proceedings                                                                                            |    | 9    | 
|Item 4.                                           | Mine Safety Disclosures                                                                                      |    | 9    | 
|                                                  |                                                                                                              |    |      | 
|PART II                                           |                                                                                                              |    |     
|                                                  |                                                                                                              |    |      | 
|Item 5.                                           | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |    | 10   | 
|Item 6.                                           | Selected Financial Data                                                                                      |    | 12   | 
|Item 7.                                           | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        |    | 13   | 
|Item 7A.                                          | Quantitative and Qualitative Disclosures About Market Risk                                                   |    | 21   | 
|Item 8.                                           | Financial Statements and Supplementary Data                                                                  |    | 21   | 
|Item 9.                                           | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |    | 21   | 
|Item 9A.                                          | Controls and Procedures                                                                                      |    | 21   | 
|Item 9B.                                          | Other Information                                                                                            |    | 22   | 
|                                                  |                                                                                                              |    |      | 
|PART III                                          |                                                                                                              |    |     
|                                                  |                                                                                                              |    |      | 
|Item 10.                                          | Directors, Executive Officers and Corporate Governance                                                       |    | 23   | 
|Item 11.                                          | Executive Compensation                                                                                       |    | 27   | 
|Item 12.                                          | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |    | 29   | 
|Item 13.                                          | Certain Relationships and Related Transactions, and Director Independence                                    |    | 31   | 
|Item 14.                                          | Principal Accounting Fees and Services                                                                       |    | 33   | 
|                                                  |                                                                                                              |    |      | 
|PART IV                                           |                                                                                                              |    |     
|                                                  |                                                                                                              |    |      | 
|Item 15.                                          | Exhibits, Financial Statement Schedules                                                                      |    | 34   | 
|                                                  |                                                                                                              |    |      | 
|Signatures                                        |                                                                                                              | 36 |     













i







Special Note Regarding Forward Looking
Statements.



This annual report on Form 10-K of Thunder
Energies Corporation for the year ended December 31, 2018 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 annual report. This annual 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 annual report. Our actual results could
differ materially from those anticipated in these forward-looking statements.































ii







PART I

Item 1. Business.



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 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 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 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.











1







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 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.



Recent Developments



On January 9, 2020, Mina Mar Corporation,
a Florida corporation (d/b/a Mina Mar Group) (the “Purchaser”) acquired 50,000,000 shares of Series A Convertible Preferred
Stock (the “Preferred Stock”) of Thunder Energies Corporation (the “Company”), from Hadronic Technologies,
Inc., a Florida corporation. 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 $94,765.75 for the Preferred Stock was paid by the assumption of a Company note obligation
of $85,765.75 by Emry Capital Inc Att: Mr. Zoran Cvetojevic, 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.











2







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.



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.











3







Andrea Zecevic, Age 51, Director President and CEO



Ms. Zecevic has for the last five years
been president of Saveene.com, a vacation property and yacht management firm based in Florida. She is also president of Mina Mar
Corporation, 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 has removed all the equipment
previously used by TNRG 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.



On March 24, 2020, Saveene.Com Inc., a
Delaware corporation (d/b/a Saveene) (the “Purchaser”) acquired 50,000,000 shares of Series A Convertible Preferred
Stock (the “Preferred Stock”) of Thunder Energies Corporation (the “Company”), from Mina Mar Group Corp,
a Florida corporation. 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 $500,000.00 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.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 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.











4







Series B Convertible Preferred Stock (the
“Preferred Stock”) was authorized for 10,000,000 shares of Thunder Energies Corporation (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 (the “Preferred Stock”) was authorized for 10,000,000 shares of Thunder Energies Corporation (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 $85,765.75 now due/new balance of $115,423.40 held by Emry, Capital Inc. was partially sold $35,000
of the face amount to the preferred shareholder Saveene. Saveene intends to convert this $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 $85,422.70.



On
March 24 2020 Thunder Energies secured a revolving line of credit of up to $2,000,000.00 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.



Description of Business, Principal
Products, Services



Thunder Energies Corp. is a developer of
new technologies that are being brought to market by three divisions: 1) Division of Nuclear Instruments (TEC-DNI); 2) Division
of Optical Instruments (TEC-DOI); and 3) Division of Fuel Combustion (TEC-DFC). Each Division is protected by patent applications
on which no royalties are due. Out of the three divisions, the Division of Nuclear Instruments and the Division of Optical Instruments
have initiated sale of their products.



The Division of Nuclear Instruments is
producing, selling and servicing new equipment producing on demand a flux of low energy neutrons synthesized from a hydrogen gas
called Directional Neutron Source (DNS). This equipment is particularly suited to scan suitcases in airports for the detection
of concealed nuclear materials such as Uranium 235. The equipment is also particularly suited to identify the existence and the
concentration of precious metals in mining operations, for the test of large naval welds and other applications. One Directional
neutron Source has been sold to a European customer and the company is now organizing its production and sale. The Company has
filed research grant applications to the Defense Threat reduction Agency and DARPA for the completion of the available Directional
neutron Source into a Nuclear Weapon detection Station. Funds expected from this filing are primarily intended to continue the
development of this new neutron technology for the advancement of our national security; The Division of Optical Equipment is producing,
selling and servicing a basically new telescope with concave lenses, known as the Santilli telescope, for the detection of images
produced by antimatter light known as isodual light. In particular, TEC-DOE is producing, selling and servicing pairs of 70 mm,
100 mm, 150 mm and 200 mm Galileo and Santilli telescopes where the Galileo telescope is needed to focus images in the Santilli
telescope. Besides new astrophysical detections, TEC pairs of Galileo and Santilli telescopes are useful for a comprehensive surveillance
of civilian, industrial and military installations since they can identify images produced by all possible forms of light, the
conventional light and the new isodual light. Three TEC Surveillance Stations are now operational, one in the USA and two in Europe.











5







Additionally, the business of Thunder Energies
Corporation (“TEC”) is focused on the development of a new clean combustion of fossil fuels (oil, diesel, coal, etc.)
with controlled minimal contaminants in the exhaust. Our business objective is achieved via new forms of processing fossil fuels,
new additives to the combustion and the assistance of a high voltage electric discharges (patents pending) that burn combustible
contaminants in fossil fuel exhaust while providing added on clean energy. The expected principal product, depending on funding,
is a new type of furnace for the clean combustion of fossil fuel that will be available in various type and sizes and various type
of energy application, from home heating to large plants for the clean production of electricity. The expected services are to
be rendered by providing technical assistance to the market consisting of existing fossil fuel electric power plants for their
decrease of pollutants in the exhaust and their verification of EPA regulations on the release of contaminants in the atmosphere.
A prototype new furnace is expected to be available within one year following the availability of the necessary funds. As we are
a development stage company, we have not yet generated any revenue from the assets that were recently assigned to and acquired
by the Company, including the Hadronic reactors. The Hadronic reactors have been utilized to test and confirm the technology for
ultimate inclusion in the new furnaces.



Distribution Methods Of The Products
and Services



For this first division, TEC-DOE, we have
initiated advertisement via direct e-mail and public news releases. Initially, we anticipate marketing via large advertisements
on the internet, such as via PRWeb and PRNewswire Releases. For the other two divisions we expect to market through contacts that
we are able to generate, and via direct contacts of potential buyers of TEC new fossil fuel furnaces or TEC services for the improvement
of existing fossil fuel burning plants.



Status of Any Publicly Announced
New Product Or Service



Regarding the sale of telescopes, we have
made several news releases and radio interviews. In addition, we have presented all TEC technologies to investors’ conferences.
For the other two divisions TEC-DNE and TEC-DFC the Company contemplates no advertisement until the availability of production
equipment. We have, however, published scientific papers on the new sciences underlying the Combustion and Nuclear Divisions. One
Directional Neutron Source of the DNE has been manufactured, sold and serviced to a buyer from Europe. Pairs of the Galileo and
Santilli telescopes have been manufactured, sold and serviced to customers in the U.S.A. and Europe.



Competitive Business Conditions And
The Smaller Reporting Company’s Competitive Position In The Industry And Methods Of Competition



There are no known competitors for the
new telescopes with concave lenses produced and sold by TEC-DOE. TEC new telescopes for the detection of isodual light are the
only ones in existence and no competition is known. There exist many types of furnaces for the combustion of fossil fuels but they
are all based on conventional combustion of fossil fuels and then the removal of contaminants in the exhaust. By contrast, the
main function of TEC furnaces is that of improving the combustion with consequential reduction of contaminants in the exhaust while
increasing the energy output for the same fossil fuel. There is no known competition for the detection of fissionable material
via a thermal neutron source under development by TEC-DNE. TEC Directional Neutron Source has no competition because it is the
only available equipment producing on demand “low energy” neutrons in the needed direction and energy. Other commercially
available sources produce neutrons at high energy, thus not being usable in civilian facilities as well as in all directions.











6







Sources And Availability Of Raw Materials
And The Names Of Principal Suppliers



The Company has selected qualified manufacturers
for the telescopes of TEC-DOE. All components for the new telescope are readily available on the open market. Suppliers are available
for the other two technologies and will be selected following completion of their development. The raw material needed by the TEC
furnaces is given by conventional fossil fuels all available in the U.S.A. by a large number of suppliers. All needed material
have been purchased from the U. S. companies McMaster and/or Grainger.



Dependence On One Or A Few Customers



There are many potential customers for
the pair of telescopes produced by the TEC-DOE division. Our marketing analysis has identified the potential customers in all individuals
and associations interested in sky watching. For the other two technologies, we have not yet performed market analysis. TEC has
no need for such a dependence.



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



Each of the above indicated three divisions
has been the subject of a patent application as follows:



Title: “Method and Apparatus for
Intermediate Controlled Fusion Processes”

U.S. serial no. 13/197836

Atty Docket no. TEC-0101

Inventor: Dr. Ruggero Maria Santilli



Title: “Novel Optical Instruments
with Concave Lenses”

U.S. serial no. 62/144,268 (conf. no. 8850)

Atty Docket no. TEC-0102

Inventor: Dr. Ruggero Maria Santilli



Title: “Directional Production of Composite Particles”

U.S. serial no. 62/518,047

Atty Docket no. TEC-0103

Inventor: Dr. Ruggero Maria Santilli



Trademarks are expected to be applied for
depending on funding. 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 the telescopes. No governmental approval or permits is expected for the development of the new furnaces for the clean
combustion of fossil fuels. Following their availability, the TEC furnaces will be subject to and must comply with applicable EPA
requirements for permitted levels of contaminants in the exhaust. Regarding the neutron source, we need to further analyze the
requirements



Effect Of Existing Or Probable Governmental
Regulations On The Business



There are no governmental regulations affecting
the sale of the telescope technology. Due to its novel conception, a principal objective of TEC furnaces is that of surpassing
current EPA requirements for the contaminants in the combustion exhaust released in the atmosphere. We expect that the neutron
source technology will be government regulated and we are in the process of analyzing and assessing the impact of such regulations
on the business. TEC has filed research grant applications to DARPA, the Defense Threat Reduction Agency and the U. S. AIR FORCE
for the completion of the available Directional Mention Source into a Nuclear Weapon Detection Station (NWDT,) under full Governmental
control. No outcome of these grant applications is known at this time.









7







Estimate Of The Amount Of Money Spent
During Each Of The Last Two Fiscal Years On Research And Development



Related entities have spent $0 and $57K
in 2019 and 2018, respectively, for the development of the Directional Neutron Source and of the Santilli telescope. All funding
for the development of our products to date has been derived from related entities, IBR and HyFuels, which are beneficially controlled
by our Chief Executive Officer, Dr. Ruggero M. Santilli.



Costs and Effects Of Compliance With
Environmental Laws



There are no environmental laws affecting
the sale of pairs of telescopes as we simply assemble telescopes, cameras and proprietary concave lenses. We are unable to estimate
the costs and effects of compliance with environmental laws prior to completion of a TEC prototype furnace.



Number Of Total Employees And Number
Of Full-Time Employees



At this time, the Company has two full
time employees and five 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.
| | - | -----------------------------------------------------------------------------------------



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



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











8







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



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



Item 1A. Risk Factors.



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



Item 1B. Unresolved Staff Comments.



NONE



Item 2. Properties.



We neither rent nor own any properties.
We utilize the office space and equipment of our management at no cost. Management estimates such amounts to be immaterial. We
currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests
in, persons primarily engaged in real estate activities.



Item 3. Legal Proceedings.



We are not currently a party to any legal
proceedings nor are any contemplated by us at this time.



Item 4. Mine Safety Disclosures.



Not applicable















9







PART II.



Item 5. Market for Registrant’s
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



Market Information.



We are presently traded on the OTC Pink
Market under the ticker symbol TNRG. As of May 15, 2020, there are 11,544,923 shares of our Common Stock issued and outstanding.
Our stock has been thinly traded during the past two fiscal years. Moreover, we do not believe that any institutional or other
large-scale trading of our stock has occurred or will in fact occur in the near future unless we are successful in funding and
implementing our business plan, are successful in returning to the NASDAQ Exchange, or both. The following table sets forth information
as reported by the OTC Markets Group for the high and low bid and ask prices for each of the eight quarters ending December 31,
2019. The following prices reflect inter-dealer prices without retail markup, markdown or commissions and may not reflect actual
transactions.



|                        |  | High |        | Low
|----------------------- |  | ---- | ------ | ---
|Quarters ending in 2019 |  |      |        |    
|March 31                |  | $    | 0.64   |    
|June 30                 |  |      | 0.20   |    
|September 30            |  |      | 0.09   |    
|December 31             |  | $    | 0.049  |    
|Quarters ending in 2018 |  |      |        |    
|March 31                |  | $    | 0.0949 |    
|June 30                 |  |      | 0.014  |    
|September 30            |  |      | 0.0095 |    
|December 31             |  | $    | 0.0041 |    



(b) Holders



As of December 31, 2019, the Company had
80 certificate holders of record. This number includes one position at Cede & Co., of which Company principals are not aware
how many shareholders hold the shares in street name. The number of both shareholders of record and beneficial shareholders may
change on a daily basis and without the Company’s immediate knowledge.



(c) Dividends



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



No established public market for common
stock



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











10







Recent Sales of Unregistered Securities.



COMMON STOCK



During the period ending December 31, 2019,
the Company engaged in the sale of its unregistered securities as described below. The shares of our common stock were issued pursuant
to an exemption from registration in Section 4(a)(2) of the Securities Act of 1933. These shares of our common stock qualified
for exemption under Section 4(a)(2) of the Securities Act of 1933 since the issuance of shares by us did not involve a public offering.
The offering was not a “public offering” as defined in Section 4(a)(2) due to the insubstantial number of persons involved
in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which
we sold a high number of shares to a high number of investors. In addition, these shareholders had necessary investment intent
as required by Section 4(a)(2) since they agreed to receive shares certificates bearing a legend stating that such shares are restricted
pursuant to Rule 144 of the 1933 Act. This restriction ensures that these shares would not be immediately redistributed into the
market and therefore not be part of a “public offering.” All shareholders are “sophisticated investors”
and are family members, friends or business acquaintances of our officers and directors. Based on an analysis of the above factors,
we believe we have met the requirements to qualify for exemption under section 4(a)(2) of the Securities Act of 1933 for this transaction.



During the period ended December 31, 2019,
the Company issued 2,160,595 shares to related and non-related parties for services, recorded at the fair market value of the share
price, in the amount of $52,644. Additional shares of our common stock were issued at fair market value of the share price as set
forth in the table below.



|Date       |  | Shares |         | Issuance Description |  | Relationship                                                                  |  | Share Price       |  | Amount
|---------- |  | ------ | ------- | -------------------- |  | ----------------------------------------------------------------------------- |  | ----------------- |  | ------
|10/1/2019  |  |        | 63,136  |                      |  | Services                                                                      |  | Non-related party |  |       
|10/23/2019 |  |        | 200,000 |                      |  | Services                                                                      |  | Non-related party |  |       
|10/23/2019 |  |        | 200,000 |                      |  | Services                                                                      |  | Non-related party |  |       
|11/7/2019  |  |        | 300,000 |                      |  | Services                                                                      |  | Non-related party |  |       
|11/7/2019  |  |        | 250,000 |                      |  | Services                                                                      |  | Non-related party |  |       
|11/11/2019 |  |        | 97,459  |                      |  | Stock issued to GHS Investments for Services. Issued at a discount to the FMV |  | Non-related party |  |       
|11/22/2019 |  |        | 100,000 |                      |  | Services                                                                      |  | Non-related party |  |       
|12/2/2019  |  |        | 150,000 |                      |  | Services                                                                      |  | Non-related party |  |       
|12/2/2019  |  |        | 300,000 |                      |  | Services                                                                      |  | Non-related party |  |       
|12/5/2019  |  |        | 300,000 |                      |  | Services                                                                      |  | Non-related party |  |       
|12/6/2019  |  |        | 200,000 |                      |  | Services                                                                      |  | Non-related party |  |       











11







PREFERRED STOCK



The Company has been authorized to issue
750,000,000 shares of $.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 (the “Preferred Stock”)
to Hadronic Technologies Press, Inc. (“Hadronic”), a Florida corporation maintaining its principal place of business
at 35246 US Highway 19 North, Suite #215, Palm Harbor, Florida 34684. Our 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.



At December 31, 2019 and 2018 there were
Fifty million (50,000,000) shares of Series A Convertible Preferred Stock issued and outstanding.



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 December 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:         |  | 2019 |        | 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 December 31, 2019.



Item 6. Selected Financial Data.



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











12







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



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



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 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 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 ($1,000.00), 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.











13









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 $1,000.00 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 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.











14







Description of Business, Principal
Products, Services



Thunder Energies Corp. is a developer of
new technologies that are being brought to market by three divisions: 1) Division of Nuclear Instruments (TEC-DNI) 2) Division
of Optical Instruments (TEC-DOI); and 3) Division of Fuel Combustion (TEC--DFC). Each Division is protected by patent applications
on which no royalties are due. Out of the three divisions, the Division of Nuclear Instruments and the Division of Optical Instruments
have initiated sale of their products.



The Division of Nuclear Instruments is
producing, selling and servicing new equipment producing on demand a flux of low energy neutrons synthesized from a hydrogen gas
called Directional Neutron Source (DNS). This equipment is particularly suited to scan suitcases in airports for the detection
of concealed nuclear materials such as Uranium 235. The equipment is also particularly suited to identify the existence and the
concentration of precious metals in mining operations, for the test of large naval welds and other applications. One Directional
neutron Source has been sold to a European customer and the company is now organizing its production and sale. The Company has
filed research grant applications to the Defense Threat reduction Agency and DARPA for the completion of the available Directional
neutron Source into a Nuclear Weapon detection Station. Funds expected from this filing are primarily intended to continue the
development of this new neutron technology for the advancement of our national security. The Division of Optical Equipment is producing,
selling and servicing a basically new telescope with concave lenses, known as the Santilli telescope, for the detection of images
produced by antimatter light known as isodual light. In particular, TEC-DOE is producing, selling and servicing pairs of 70 mm,
100 mm, 150 mm and 200 mm Galileo and Santilli telescopes where the Galileo telescope is needed to focus images in the Santilli
telescope. Besides new astrophysical detections, TEC pairs of Galileo and Santilli telescopes are useful for a comprehensive surveillance
of civilian, industrial and military installations since they can identify images produced by all possible forms of light, the
conventional light and the new isodual light. Three TEC Surveillance Stations are now operational, one in the USA and two in Europe.



Additionally, the business of Thunder Energies
Corporation (“TEC”) is focused on the development of a new clean combustion of fossil fuels (oil, diesel, coal, etc.)
with controlled minimal contaminants in the exhaust. Our business objective is achieved via new forms of processing fossil fuels,
new additives to the combustion and the assistance of a high voltage electric discharges (patents pending) that burn combustible
contaminants in fossil fuel exhaust while providing added on clean energy. The expected principal product, depending on funding,
is a new type of furnace for the clean combustion of fossil fuel that will be available in various type and sizes and various type
of energy application, from home heating to large plants for the clean production of electricity. The expected services are to
be rendered by providing technical assistance to the market consisting of existing fossil fuel electric power plants for their
decrease of pollutants in the exhaust and their verification of EPA regulations on the release of contaminants in the atmosphere.
A prototype new furnace is expected to be available within one year following the availability of the necessary funds. As we are
a development stage company, we have not yet generated any revenue from the assets that were recently assigned to and acquired
by the Company, including the Hadronic reactors. The Hadronic reactors have been utilized to test and confirm the technology for
ultimate inclusion in the new furnaces.



Distribution Methods Of The Products
and Services



For this first division TEC-DOE, we have
initiated advertisement via direct e-mail and public news releases. Initially, we anticipate marketing via large advertisements
on the internet, such as via PRWeb and PRNewswire Releases. For the other two divisions we expect to market through contacts that
we are able to generate, and via direct contacts of potential buyers of TEC new fossil fuel furnaces or TEC services for the improvement
of existing fossil fuel burning plants.











15







Status of Any Publicly Announced
New Product Or Service



Regarding the sale of telescopes, we have
made several news releases and radio interviews. In addition, we have presented all TEC technologies to investors’ conferences.
For the other two divisions TEC-DNE and TEC-DFC the company contemplates no advertisement until the availability of production
equipment. We have, however, published scientific papers on the new sciences underlying the Combustion and Nuclear Divisions. One
Directional Neutron Source of the DNE has been manufactured, sold and serviced to a buyer from Europe. Pairs of the Galileo and
Santilli telescopes have been manufactured, sold and serviced to customers in the U.S.A. and Europe.



Competitive Business Conditions And
The Smaller Reporting Company’s Competitive Position In The Industry And Methods Of Competition



There are no known competitors for the
new telescopes with concave lenses produced and sold by TEC-DOE. TEC new telescopes for the detection of isodual light are the
only ones in existence and no competition is known. There exist many types of furnaces for the combustion of fossil fuels, but
they are all based on conventional combustion of fossil fuels and then the removal of contaminants in the exhaust. By contrast,
the main function of TEC furnaces is that of improving the combustion with consequential reduction of contaminants in the exhaust
while increasing the energy output for the same fossil fuel. There is no known competition for the detection of fissionable material
via a thermal neutron source under development by TEC-DNE. TEC Directional Neutron Source has no competition because it is the
only available equipment producing on demand “low energy” neutrons in the needed direction and energy. Other commercially
available sources produce neutrons at high energy, thus not being usable in civilian facilities as well as in all directions.



Sources And Availability Of Raw Materials
And The Names Of Principal Suppliers



The Company has selected qualified manufacturers
for the telescopes of TEC-DOE. All components for the new telescope are readily available on the open market. Suppliers are available
for the other two technologies and will be selected following completion of their development. The raw material needed by the TEC
furnaces is given by conventional fossil fuels all available in the U.S.A. by a large number of suppliers. All needed material
has been purchased from the U. S. companies McMaster and/or Grainger.



Dependence On One Or A Few Customers



There are many potential customers for
the pair of telescopes produced by the TEC-DOE division. Our marketing analysis has identified the potential customers in all individuals
and associations interested in sky watching. For the other two technologies, we have not yet performed market analysis. TEC has
no need for such a dependence.



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



Each of the above indicated three divisions
has been the subject of a patent application as follows:



Title: “Method and Apparatus for
Intermediate Controlled Fusion Processes”

U.S. serial no. 13/197836

Atty Docket no. TEC-0101

Inventor: Dr. Ruggero Maria Santilli



Title: “Novel Optical Instruments with Concave Lenses”

U.S. serial no. 62/144,268 (conf. no. 8850)

Atty Docket no. TEC-0102

Inventor: Dr. Ruggero Maria Santilli











16







Title: “Directional Production of Composite Particles”

U.S. serial no. 62/518,047

Atty Docket no. TEC-0103

Inventor: Dr. Ruggero Maria Santilli



Trademarks are expected to be applied for
depending on funding. 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 the telescopes. No governmental approval or permits is expected for the development of the new furnaces for the clean
combustion of fossil fuels. Following their availability, the TEC furnaces will be subject to and must comply with applicable EPA
requirements for permitted levels of contaminants in the exhaust. Regarding the neutron source, we need to further analyze the
requirements



Effect Of Existing Or Probable Governmental
Regulations On The Business



There are no governmental regulations affecting
the sale of the telescope technology. Due to its novel conception, a principal objective of TEC furnaces is that of surpassing
current EPA requirements for the contaminants in the combustion exhaust released in the atmosphere. We expect that the neutron
source technology will be government regulated and we are in the process of analyzing and assessing the impact of such regulations
on the business. TEC has filed research grant applications to DARPA, the Defense Threat Reduction Agency and the U. S. AIR FORCE
for the completion of the available Directional Mention Source into a Nuclear Weapon Detection Station (NWDT,) under full Governmental
control. No outcome of these grant applications is known at this time.



Estimate Of The Amount Of Money Spent
During Each Of The Last Two Fiscal Years On Research And Development



Related entities have spent $0 and $57K
in 2019 and 2018, respectively, for the development of the Directional Neutron Source and of the Santilli telescope. All funding
for the development of our products to date has been derived from related entities, IBR and HyFuels, which are beneficially controlled
by our Chief Executive Officer, Dr. Ruggero M. Santilli.



Costs and Effects Of Compliance With
Environmental Laws



There are no environmental laws affecting
the sale of pairs of telescopes as we simply assemble telescopes, cameras and proprietary concave lenses. We are unable to estimate
the costs and effects of compliance with environmental laws prior to completion of a TEC prototype furnace.



Number Of Total Employees And Number
Of Full-Time Employees



At this time, the Company has two full
time employees and five persons working part time in various functions.











17







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.
| | - | -----------------------------------------------------------------------------------------



We have already taken advantage of these
reduced reporting burdens in this amendment to our Current Report on Form 8-K, which are also available to us as a smaller reporting
company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).



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



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



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



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 years
ended December 31, 2019 and December 31, 2018.



Revenues.



Total Revenue. For the years
ended December 31, 2019 and 2018 we had no revenues.











18







Expenses.



Total Operating Expenses. Total
operating expenses for the years ended December 31, 2019 and December 31, 2018 were $1,316,824 and $768,627, respectively. Total
operating expenses consisted of research and development of $43,620 and $57,285, respectively; stock in exchange for services of
$910,055 and $0, respectively; professional fees of $121,347 and $488,287, respectively; and selling, general and administrative
expenses of $241,802 and 223,055, respectively. Research and development expense decreased by approximately 24% primarily due to
a decrease in supplies needed. Stock in exchange for services increased by approximately 100% due to shares of common stock being
issued in exchange for certain expenses. Professional fees decreased by approximately 75% due to a decrease in consulting services.
Selling, general and administrative expenses increased by approximately 8% due to fees paid for public relations and OTC Market
fees.



Other Expense. Total other
expense for the years ended December 31, 2019 and 2018 was $72,351 and $21,735, respectively. Other income (expense) consisted
of interest expense of $24,247 and $21,735, respectively; interest expense related to derivative liability of $50,983 and $0, respectively,
and change in derivative of $2,879 and $0, respectively. Interest expense related to derivative liability increased by approximately
100% due to the execution of a new convertible note payable. Change in derivative increased by approximately 100% due to the execution
of a new convertible note payable.



Financial Condition.



Total Assets. Total assets
at December 31, 2019 and December 31, 2018 were $3,111 and $7,920, respectively. Total assets consist of cash of $3,111 and $7,920,
respectively. Total assets decreased by approximately 61%. The main reason for the decrease was a reduction in cash and cash equivalents
at year end.



Total Liabilities. Total liabilities
at December 31, 2019 and December 31, 2018 were $123,274 and $573,853, respectively. Total liabilities consist of accrued interest
of $5,365 and $124, respectively; accrued interest related party of $0 and $43,349, respectively; derivative liability of $60,909
and $0, respectively; convertible note payable, net of discount of $57,000 and $0, respectively; accrued salaries – related
parties of $0 and $189,000, respectively; note payable of $0 and $60,000, respectively, and note payable to related parties of
$0 and $281,380, respectively. Total liabilities decreased by approximately 79%. Accrued interest increased by approximately 4,227%
due to increase borrowings for operations. Derivative liability increased by approximately 100% due to the execution of a new convertible
note payable. Convertible note payable, net discount increased by approximately 100% due to the execution of a new convertible
note payable. Accrued compensation-related party, notes payable, and notes payable – related parties each decreased by approximately
100% as these amounts were forgiven and booked the offsetting entry to Additional paid-in Capital due to it being a related party
transaction.



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 $1,389,175
for the year ended December 31, 2019 and $790,362 for the year ended December 31, 2018. The Company has accumulated losses totaling
$5,171,113 at December 31, 2019. 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.











19







We are presently able to meet our obligations
as they come due through the support of our shareholders. At December 31, 2019 we had a working capital deficit of $120,163. Our
working capital deficit is due to the results of operations.



Net cash used in operating activities for
the years ended December 31, 2019 and 2018 were $154,769 and $181,890, respectively. Net cash used in operating activities includes
our net loss, change in fair market value of derivatives, amortization of debt discount, stock issued in exchange for services,
write-off of loan from related party, accounts payable, accrued salaries and accrued interest.



Net cash provided by financing activities
for the years ended December 31, 2019 and December 31, 2018 were $149,960 and $187,927, respectively. Net cash provided by financing
activities includes proceeds from shareholder loans of $105,800 and $96,880, respectively; principal payments on shareholder loans
of $12,000 and $85,500, respectively; proceeds from convertible notes payable of $57,000 and $96,000, respectively, and proceeds
from sale of stock of $59,158 and $20,547, respectively.



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.”



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 December 31, 2019.



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.











20







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



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



Item 8. Financial Statements and Supplementary
Data.



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



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



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



Item 9A. Controls and Procedures



(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 Principal Executive Officer and Principal
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 the U.S. generally accepted accounting principles.



As of December 31, 2019, 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 Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of
1934. Based on this evaluation, management concluded that our financial disclosure controls and procedures were not effective so
as to timely identify, correct and disclose information required to be included on our Securities and Exchange Commission (“SEC”)
reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.
Through the use of external consultants and the review process, management believes that the financial statements and other information
presented herewith are materially correct.



As of December 31, 2019, under the supervision
and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of
our internal control over financial reporting, as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 and based on the criteria for effective internal control described Internal Control – Integrated Framework
(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management
concluded that our internal control over financial reporting was not effective so as to timely identify, correct and disclose
information required to be included on our Securities and Exchange Commission (“SEC”) reports due to the Company’s
limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants
and the review process, management believes that the financial statements and other information presented herewith are materially
correct.











21







The management, including its Principal
Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal
controls over financial reporting 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 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.



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



This report shall not be deemed to be filed
for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of this section, and
is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any
general incorporation language in such filing.



(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, 2019. 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.



Item 9B. Other Information.



NONE































22







PART III



Item 10. Directors, Executive Officers
and Corporate Governance.



Directors and Executive Officers.



The names and ages of our directors and
executive officers as of December 31, 2018 are set forth below. Our Bylaws provide for not less than one and not more than seven
directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and
until their successors are duly elected and qualified.



|Name                        |  | Age |  | Position                                                                                        
|--------------------------- |  | --- |  | ------------------------------------------------------------------------------------------------
|Dr. Ruggero M. Santilli (1) |  | 84  |  | Chief Executive Officer, Principal Executive Officer, Principal Accounting Officer, Director (1)
|Mrs. Carla Santilli (2)     |  | 79  |  | Treasurer, Secretary, Director (2)                                                              

__________

(1) Dr. Ruggero M. Santilli will serve
as a director until the next annual shareholder meeting.

(2) Mrs. Carla Santilli will serve as a
director until the next annual shareholder meeting.



Dr. Ruggero M. Santilli, Chief
Executive Officer and Director



Dr. Ruggero Maria Santilliis
84 years of age. In the last 6 years Dr. Santilli has served as the Chairman of the Board and Chief Executive Officer for Magnegas
Corporation, a publicly traded entity from which he voluntarily resigned on May 30, 2013. Dr. Santilli was born and educated in
Italy where he achieved his Ph.D., in mathematics and physics, as well as a chair in nuclear physics at the Avogadro Institute
in Turin, Italy. In 1967, Dr. Santilli was invited by the University of Miami in Florida to conduct research for NASA and he moved
with his family to the U.S.A. where he subsequently became a U.S. citizen. In 1968 he joined the faculty of Boston University,
under partial support from the U.S. Air Force, where he taught physics and applied mathematics from prep courses to seminar post-PhD.
courses. In 1975-1977 he went to MIT and from 1978 to 1983 he was a member of Harvard University faculty where he received five
grants from the U. S. Department of Energy to study a generalization of quantum mechanics and chemistry needed for new clean energies
and fuels. Since 1984 he has been the President of the Institute for Basic Research, originally located in a Victorian building
inside Harvard University grounds and moved to Florida in 1990. Since his time at Harvard University he studied new clean energies
and related chemistry. None of the aforementioned entities are a parent, subsidiary or affiliate of the Company. Dr. Santilli has
not engaged in any related party transactions with the Company, except for loans made to the Company. During the years ended December
31, 2019 and 2018, Dr. Santilli and Mrs. Santilli loaned the company $105,800 and $96,880 for operations. During the years ended
December 31, 2019 and 2018 the Company paid $12,000 and $85,500 toward the principal of the outstanding loans.



At December 31, 2019 and 2018 the demand
notes accumulative balances were $0 and $281,380, respectively. Accrued interest at December 31, 2019 and 2018 was $0 and $43,349,
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.



Dr. Santilli is the author of over 250
technical articles and 18 post Ph.D. level monographs in mathematics, physics, cosmology, superconductivity, chemistry and biology
published the world over. He is the founding editor of three journals in mathematics and physics and editor of several others.











23







Dr. Santilli is also internationally known
for the discovery of the basic science and for the industrial development of the “Santilli MagneGas Technology”.



Dr. Santilli is the recipient of various
honors, including: his nomination by the Estonia Academy of Sciences among the most illustrious applied mathematicians of all times;
two gold medals for scientific merits; the listing as “Santilli Hall” of a class room at an Australian research center;
and nominations for the Nobel Prize in physics as well as in chemistry from scientists the world over. A scientific meeting was
organized in June 2005 at the University of Karlstad, Sweden, to honor Prof. Santilli on his 70th birthday with participation of
scientists from 50 countries.



Dr. Santilli’s qualifications to
serve on our board of directors include his extensive knowledge of energy products and his experience researching new clean energies
and fuels.



Mrs. Carla Santilli, Treasurer,
Secretary and Director



Carla Santilliis 79 years
of age, has been a Director of Magnegas Corporation since May 2007 and is the spouse of Dr. Santilli. Carla Santilli holds a Masters’
Degree in Human Services Administration from the School of Social Work of Boston University. She held positions of Clinical Social
Worker and Community Programs Coordinator for the State of Massachusetts. Since the late 1980’s, Mrs. Santilli has been employed
as the President and Chief Executive Officer of Hadronic Press, Inc, a physics and mathematics academic publishing company. In
this capacity, Mrs. Santilli has directed the growth of this company from start-up to become one of the world’s leading physics
and mathematics publishing companies. Books and journals published by Hadronic Press can be found in all of the leading University
libraries across the world. Mrs. Santilli has been involved in the private sector as grant administrator and public relations specialist
in the fields of academic publishing and environmental sciences. None of the aforementioned entities are a parent, subsidiary or
affiliate of the Company. Mrs. Santilli has not engaged in any related party transactions with the Company, except for loans made
to the Company. During the years ended December 31, 2019 and 2018, Dr. Santilli and Mrs. Santilli loaned the company $105,800 and
$96,880 for operations. During the years ended December 31, 2019 and 2018 the Company paid $12,000 and $85,500 toward the principal
of the outstanding loans.



At December 31, 2019 and 2018, the demand
notes accumulative balances were $0 and $281,380, respectively. Accrued interest at December 31, 2019 and 2018 was $0 and $43,349,
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.



Mrs. Santilli’s qualifications to
serve on our board of directors include her thirty years of experience as President and Chief Executive Officer of Hadronic Press,
Inc. and her experience in the environmental sciences field.











24







Director Independence



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



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



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



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



A. Significant Employees. None.



B. Family Relationships. None.



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



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









25







Section 16(a) Beneficial Ownership
Reporting Compliance



Our shares of common stock are registered
under the Exchange Act, and therefore our officers, directors and holders of more than 10% of our outstanding shares are subject
to the provisions of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes
in ownership of common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required
by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon our review of reports submitted
to us during the fiscal year ended December 31, 2019, the following table sets forth the name of any such person that failed to
file the required forms on a timely basis, including the number of late reports, the number of transactions not reported on a timely
basis and any known failure to file a required form.



|Name                    |  | Number of late reports |  | Number of transactions not reported timely
|----------------------- |  | ---------------------- |  | ------------------------------------------
|Dr. Ruggero M. Santilli |  | 5                      |  | 7                                         



Code of Ethics



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



Legal Proceedings.



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



Meetings and Committees of the Board
of Directors.



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



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











26







Item 11. Executive Compensation.



The following table
sets forth information concerning the annual and long-term compensation of our Chief Executive Officer, and the executive officers
who served at the end of the fiscal year December 31, 2019, for services rendered in all capacities to us. The listed individuals
shall hereinafter be referred to as the “Named Executive Officers.”



Summary Compensation Table - Officers



|(a)                         |  | (b)  |  | (c)    |         |  | (d)   |  |     | (e)                  |  |  | (f)                   |  |  | (g)                                                    |     |  | (h)                                         |  |     | (i)                            |  |  | (j)   | 
|--------------------------- |  | ---- |  | ------ | ------- |  | ----- |  | --- | -------------------- |  |  | --------------------- |  |  | ------------------------------------------------------ | --- |  | ------------------------------------------- |  | --- | ------------------------------ |  |  | ----- | 
|                            |  |      |  | Salary |         |  | Bonus |  |     | Stock
        Awards |  |  | Option
        Awards |  |  | Non-equity
        Incentive plan
        Compensation |     |  | Nonqualified deferred compensation earnings |  |     | All other
        Compensation |  |  | Total | 
|Name and principal position |  | Year |  | ($)    |         |  | ($)   |  |     | ($)                  |  |  | ($)                   |  |  | ($)                                                    |     |  | ($)                                         |  |     | ($)                            |  |  | ($)   | 
|Dr. Ruggero M. Santilli,    |  | 2017 |  |        | 180,000 |  |       |  | -0- |                      |  |  | -0-                   |  |  |                                                        | -0- |  |                                             |  | -0- |                                |  |  | -0-   | 
|President, CEO (1)          |  | 2018 |  |        | 180,000 |  |       |  | -0- |                      |  |  | -0-                   |  |  |                                                        | -0- |  |                                             |  | -0- |                                |  |  | -0-   | 
|                            |  | 2019 |  |        | 180,000 |  |       |  | -0- |                      |  |  | -0-                   |  |  |                                                        | -0- |  |                                             |  | -0- |                                |  |  | -0-   | 
|Mrs. Carla Santilli,        |  | 2017 |  |        | 72,000  |  |       |  | -0- |                      |  |  | -0-                   |  |  |                                                        | -0- |  |                                             |  | -0- |                                |  |  | -0-   | 
|Secretary, Treasurer (2)    |  | 2018 |  |        | 72,000  |  |       |  | -0- |                      |  |  | -0-                   |  |  |                                                        | -0- |  |                                             |  | -0- |                                |  |  | -0-   | 
|                            |  | 2019 |  |        | 72,000  |  |       |  | -0- |                      |  |  | -0-                   |  |  |                                                        | -0- |  |                                             |  | -0- |                                |  |  | -0-   | 
|Dr. Leong Ying (3)          |  | 2017 |  |        | -0-     |  |       |  | -0- |                      |  |  | -0-                   |  |  |                                                        | -0- |  |                                             |  | -0- |                                |  |  | -0-   | 



__________

(1) The Company has entered into employment
contract with Dr. Santilli. The employment contract for Dr. Santilli provides for an annual base salary of $180,000 payable in
weekly installments and annual stock option compensation equal to 0.01% of the issued and outstanding number of shares on July
25 each year at the average trading price of the company common stock on such date. On June 7, 2017, our board of directors approved
the offer from our directors, Dr. Ruggero M. Santilli and Mrs. Carla Santilli to convert the balances of their respective accrued
salaries due to them by the Company into restricted shares of Company common stock. The salaries of Dr. Santilli ($708,461.54)
and Carla Santilli ($283,384.62), as accrued through June 7, 2017, were converted into a total of 16,450,769 shares of restricted
Company common stock (the “Shares”). Dr. Santilli was issued 11,727,692 Shares and Carla Santilli was issued 4,723,077
Shares. The Shares were all issued at the price of $0.060 per share. On December 21, 2017, our board of directors approved the
offer from our directors, Dr. Ruggero M. Santilli and Mrs. Carla Santilli to convert the balances of their respective accrued salaries
due to them by the Company into restricted shares of Company common stock. The salaries of Dr. Santilli ($90,000) and Carla Santilli
($36,000), as accrued through December 31, 2017, were converted into a total of 1,260,000 shares of restricted Company common stock
(the “Shares”). Dr. Santilli was issued 900,000 Shares and Carla Santilli was issued 36,000 Shares. The shares were
all issued at the price of $0.10 per share. On March 29, 2018, our board of directors approved the offer from our directors, Dr.
Ruggero M. Santilli and Mrs. Carla Santilli to convert the balances of their respective accrued salaries due to them by the Company
into restricted shares of Company common stock. The salaries of Dr. Santilli ($45,000) and Carla Santilli ($18,000), as accrued
through March 31, 2018, were converted into a total of 663,856 shares of restricted Company common stock. Dr. Santilli was issued
474,183 Shares and Carla Santilli was issued 189,673 Shares. The shares were all issued at the price of $0.0949 per Share.











27







(2) The Company has entered into a consulting
agreement with Mrs. Santilli, at an annual rate of $60,000. On June 7, 2017, our board of directors approved the offer from Mrs.
Carla Santilli to convert the balance of her accrued salary due to her by the Company into restricted shares of Company common
stock. The salary of Mrs. Carla Santilli ($283,384.62), as accrued through June 7, 2017, was converted into 4,723,077 Shares. The
Shares were all issued at the price of $0.060 per Share. On December 21, 2017, our board of directors approved the offer from our
directors, Dr. Ruggero M. Santilli and Mrs. Carla Santilli to convert the balances of their respective accrued salaries due to
them by the Company into restricted shares of Company common stock. The salaries of Dr. Santilli ($90,000) and Carla Santilli ($36,000),
as accrued through December 31, 2018, were converted into a total of 1,260,000 shares of restricted Company common stock (the “Shares”).
Dr. Santilli was issued 900,000 Shares and Carla Santilli was issued 36,000 Shares. The Shares were all issued at the price of
$0.10 per Share. On March 29, 2018, our board of directors approved the offer from our directors, Dr. Ruggero M. Santilli and Mrs.
Carla Santilli to convert the balances of their respective accrued salaries due to them by the Company into restricted shares of
Company common stock. The salaries of Dr. Santilli ($45,000) and Carla Santilli ($18,000), as accrued through March 31, 2018, were
converted into a total of 663,856 shares of restricted Company common stock (the “Shares”). Dr. Santilli was issued
474,183 Shares and Carla Santilli was issued 189,673 Shares. The Shares were all issued at the price of $0.0949 per Share.



(3) Dr. Leong Ying submitted his resignation
on April 12, 2017, effective as of that date.



Director Compensation



|(a)                                             |  | (b)                         |     |  | (c)          |  |     | (d)           |  |  | (e)                                    |  |  | (f)                                         |     |  | (g)(2)                 |  | (h)   | 
|----------------------------------------------- |  | --------------------------- | --- |  | ------------ |  | --- | ------------- |  |  | -------------------------------------- |  |  | ------------------------------------------- | --- |  | ---------------------- |  | ----- | 
|                                                |  | Fees Earned or Paid in Cash |     |  | Stock Awards |  |     | Option Awards |  |  | Non-Equity Incentive Plan Compensation |  |  | Nonqualified deferred compensation earnings |     |  | All Other Compensation |  | Total | 
|Name and principal position
    (1)             |  | ($)                         |     |  | ($)          |  |     | ($)           |  |  | ($)                                    |  |  | ($)                                         |     |  | ($)                    |  | ($)   | 
|Dr. Ruggero M. Santilli, President,
    CEO (1) |  |                             | -0- |  |              |  | -0- |               |  |  | -0-                                    |  |  |                                             | -0- |  |                        |  | -0-   | 
|Mrs. Carla Santilli, Treasurer, Secretary (2)   |  |                             | -0- |  |              |  | -0- |               |  |  | -0-                                    |  |  |                                             | -0- |  |                        |  | -0-   | 

_________

(1) The Company has entered into employment
contract with Dr. Santilli. The employment contract for Dr. Santilli provides for an annual base salary of $180,000 payable in
weekly installments and annual stock option compensation equal to 0.01% of the issued and outstanding number of shares on July
25 each year at the average trading price of the company common stock on such date. On June 7, 2017, our board of directors approved
the offer from our directors, Dr. Ruggero M. Santilli and Mrs. Carla Santilli to convert the balances of their respective accrued
salaries due to them by the Company into restricted shares of Company common stock. The salaries of Dr. Santilli ($708,461.54)
and Carla Santilli ($283,384.62), as accrued through June 7, 2017, were converted into a total of 16,450,769 shares of restricted
common stock. Dr. Santilli was issued 11,727,692 Shares and Carla Santilli was issued 4,723,077 Shares. The Shares were all issued
at the price of $0.060 per Share. On December 21, 2017, our board of directors approved the offer from our directors, Dr. Ruggero
M. Santilli and Mrs. Carla Santilli to convert the balances of their respective accrued salaries due to them by the Company into
restricted shares of Company common stock. The salaries of Dr. Santilli ($90,000) and Carla Santilli ($36,000), as accrued through
December 31, 2018, were converted into a total of 1,260,000 shares of restricted Company common stock (the “Shares”).
Dr. Santilli was issued 900,000 Shares and Carla Santilli was issued 36,000 Shares. The Shares were all issued at the price of
$0.10 per Share. On March 29, 2018, our board of directors approved the offer from our directors, Dr. Ruggero M. Santilli and Mrs.
Carla Santilli to convert the balances of their respective accrued salaries due to them by the Company into restricted shares of
Company common stock. The salaries of Dr. Santilli ($45,000) and Carla Santilli ($18,000), as accrued through March 31, 2018, were
converted into a total of 663,856 shares of restricted Company common stock (the “Shares”). Dr. Santilli was issued
474,183 Shares and Carla Santilli was issued 189,673 Shares. The Shares were all issued at the price of $0.0949 per Share.











28







(2) The Company has entered into a consulting
agreement with Mrs. Santilli. on June 7, 2017, our board of directors approved the offer from our director, Mrs. Carla Santilli
to convert the balances of her accrued salary due to her by the Company into restricted shares of Company common stock. The salary
of Mrs. Carla Santilli ($283,384.62), as accrued through June 7, 2017, was converted into 4,723,077 Shares. The Shares were all
issued at the price of $0.060 per Share. On December 21, 2017, our board of directors approved the offer from our directors, Dr.
Ruggero M. Santilli and Mrs. Carla Santilli to convert the balances of their respective accrued salaries due to them by the Company
into restricted shares of Company common stock. The salaries of Dr. Santilli ($90,000) and Carla Santilli ($36,000), as accrued
through December 31, 2018, were converted into a total of 1,260,000 shares of restricted Company common stock (the “Shares”).
Dr. Santilli was issued 900,000 Shares and Carla Santilli was issued 36,000 Shares. The Shares were all issued at the price of
$0.10 per Share. On March 29, 2018, our board of directors approved the offer from our directors, Dr. Ruggero M. Santilli and Mrs.
Carla Santilli to convert the balances of their respective accrued salaries due to them by the Company into restricted shares of
Company common stock. The salaries of Dr. Santilli ($45,000) and Carla Santilli ($18,000), as accrued through March 31, 2018, were
converted into a total of 663,856 shares of restricted Company common stock (the “Shares”). Dr. Santilli was issued
474,183 Shares and Carla Santilli was issued 189,673 Shares. The Shares were all issued at the price of $0.0949 per Share.



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



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



Compensation Committee Interlocks
and Insider Participation.



As of December 31, 2019, our Board of Directors
consisted of Dr. Ruggero M. Santilli and Mrs. Carla Santilli. At present, the Board of Directors has not established any committees.



Director Compensation.



There are currently no compensation arrangements
in place for members of the board of directors.



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



The following table sets forth information
concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial
owners of more than 5% of our common stock as of December 31, 2019, and our officers and directors, individually and as a group.
Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.



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











29







|Title of Class              |  | Name and Address of Beneficial Owner                                           |  | Amount and Nature of Beneficial Owner (1) |            | Percent of Class (2)
|--------------------------- |  | ------------------------------------------------------------------------------ |  | ----------------------------------------- | ---------- | --------------------
|Common Stock                |  | Dr. Ruggero M. Santilli (1)(2)(3) 1444 Rainville Road Tarpon Springs, FL 34689 |  |                                           | 568,852    |                     
|                            |  |                                                                                |  |                                           |            |                     
|Common Stock                |  | Mrs. Carla Santilli (1)(2)(3) 1444 Rainville Road Tarpon Springs, FL 34689     |  |                                           | 263,638    |                     
|Common Stock                |  | Officers and Directors as a group                                              |  |                                           | 28,293,042 |                     
|                            |  |                                                                                |  |                                           |            |                     
|Brian Buckley               |  |                                                                                |  |                                           | 649,173    |                     
|Emerging Markets Consulting |  |                                                                                |  |                                           | 850,000    |                     
|Ermanno Santilli            |  |                                                                                |  |                                           | 746,545    |                     

___________

(1) Dr. Ruggero M. Santilli and Mrs. Carla
Santilli are married and each own fifty percent of the equity in Clean Energies Tech, Inc. which owns 211,614 shares of our common
stock.



(2) Dr. Ruggero M. Santilli and Mrs. Carla
Santilli each own fifty percent of the equity in Global Beta, LLC which owns 308,500 shares of our common stock.



(3) Mrs. Carla Santilli is a member of
the board of directors of The R.M. Santilli Foundation, Inc., a non-profit Florida corporation. Dr. Santilli’s indirect beneficial
interest is through his spouse, Mrs. Carla Santilli. Mrs. Carla Santilli owns 36,030 shares of our common stock.



Dr. Santilli is our Chief Executive Officer
and a director for our Company. Mrs. Carla Santilli is our Treasurer and a director for our Company.



The following table sets forth, as of December
31, 2019, the number of shares of our Series “A” Convertible Preferred Stock owned of record and beneficially by our
executive officers, directors and persons who beneficially own more than 5% of such outstanding shares.



|Name and Address of Beneficial Owner                                                              |  | Amount and Nature of Beneficial Ownership |            | Percentage of Class
|------------------------------------------------------------------------------------------------- |  | ----------------------------------------- | ---------- | -------------------
|Hadronic Technologies Press, Inc. (1) 35246 US Highway 19 North, Suite #215 Palm Harbor, FL 34684 |  |                                           | 50,000,000 |                    

____________

(1) Dr. Ruggero M. Santilli and Mrs. Carla
Santilli are married and each own fifty percent of the equity in Hadronic Technologies Press, Inc. which owns 50,000,000 shares
of our Series “A” Convertible Preferred Stock. 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.











30







Item 13. Certain Relationships and Related
Transactions, and Director Independence.



Transactions with Related Persons,
Promoters and Certain Control Persons.



ADVANCES, PAYABLES AND ACCRUALS



Amounts included in accruals represent
amounts 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 December 31, 2019 and 2018, accrued expenses
were $0 and $189,000, 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.



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 years ended December 31, 2019
and 2018 our Chief Executive Officer, Dr. Ruggero M. Santilli loaned the company $105,800 and $96,880 for operations. During the
years ended December 31, 2019 and 2018 the Company repaid the principal amounts by $12,000 and $85,500, respectively.



On December 31, 2018, our Chief Executive
Officer, Dr. Ruggero M. Santilli requested the extinguishment of $250,000 of notes payable due. The Company extinguished $250,000
of notes payable due Dr. Rugger M. Santilli on December 31, 2018 and booked the offsetting entry to Additional paid-in Capital
due to it being a related party transaction.



At December 31, 2019 and 2018 the demand
notes accumulative balances were $0 and $281,380, respectively. Accrued interest at December 31, 2019 and 2018 was $0 and $43,349,
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 March 29, 2018 the Company issued 663,856
shares to related parties for conversion of accrued compensation of $63,000, recorded at the fair market value of the share price.



On December 31, 2018, our Chief Executive
Officer, Dr. Ruggero M. Santilli requested the extinguishment of $250,000 of notes payable due. The Company extinguished $250,000
of notes payable due Dr. Ruggero M. Santilli on December 31, 2018 and booked the offsetting entry to Additional paid-in Capital
due to it being a related party transaction.



On December 31, 2019, our 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.











31







On December 31, 2019, the Company's Chief
Executive Officer, Dr. Ruggero M. Santilli and Director, Carla Santilli requested the extinguishment of $315,000 and $126,000 of
accrued compensation due respectively. The Company extinguished $315,000 and $126,000 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 employment contracts with
its key employees, the controlling shareholders, who are its officers and directors of the Company.



| | · | Dr. Santilli, 5 year contract, annual salary of $180,000 and annual common stock options for 0.01% of the outstanding stock per calendar year at the average trading price of the anniversary date, July 25th.             
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                            
| | · | Carla Santilli, 5 year consulting contract, annual salary of $72,000 and annual common stock options for 0.005% of the outstanding stock per calendar year at the average trading price of the anniversary date, July 25th.



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.



We have not established our own definition
for determining whether our director or nominees for directors are “independent” nor has it adopted any other standard
of independence employed by any national securities exchange or inter-dealer quotation system, though our current directors would
not be deemed to be “independent” under any applicable definition given that they are officers of the Company. We also
have not established any committees of the Board of Directors.



Given the nature of our Company, its limited
shareholder base and the current composition of management, the Board of Directors does not believe that we require any corporate
governance committees at this time. As our operations generate revenue we intend to seek additional members for our board of directors
and establish our own definition of “independent” as related to directors and nominees for directors. We further intend
to establish committees that will be suitable for our operations as our business operations warrant.











32







Director Independence.



We have not:



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



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



| | · | Its own Board of Directors                                                                                        
| | - | ------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                   
| | · | Establish its own definition of “independent” as related to directors and nominees for directors,                 
| |   |                                                                                                                   
| | · | Establish committees that will be suitable for its operations after the Company consummates a business combination



Item 14. Principal Accounting Fees and
Services.



|                   |  | 2019 |        | 2018
|------------------ |  | ---- | ------ | ----
|Audit fees         |  |      | 20,000 |     
|Audit related fees |  |      | –      |     
|Tax fees           |  |      | –      |     
|All other fees     |  |      | –      |     



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











33







PART IV



Item 15. Exhibits, Financial Statement
Schedule.



|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 |                                                                                                                                                                                           













34







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.  























35







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/ Dr. Ruggero M. Santilli |  | Principal Executive Officer,
        Principal Accounting Officer, Chief Financial
        Officer,
        Chairman of the Board of Directors |  | May 15, 2020
|Dr. Ruggero M. Santilli     |  |                                                                                                                                                |  |             



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.



|NAME                        |  | TITLE                                                                                                                                          |  | DATE        
|--------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|                            |  |                                                                                                                                                |  |             
|/s/ Dr. Ruggero M. Santilli |  | Principal Executive Officer,
        Principal Accounting Officer, Chief Financial
        Officer,
        Chairman of the Board of Directors |  | May 15, 2020
|Dr. Ruggero M. Santilli     |  |                                                                                                                                                |  |             
|/s/ Carla Santilli          |  | Director                                                                                                                                       |  | May 15, 2020
|Carla Santilli              |  |                                                                                                                                                |  |             



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

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



None.















36







THUNDER ENERGIES CORPORATION



INDEX TO FINANCIAL STATEMENTS





|                                                                                             |  | Page | 
|-------------------------------------------------------------------------------------------- |  | ---- | 
|                                                                                             |  |      | 
|Reports of Independent Registered Public Accounting Firm                                     |  | F-2  | 
|                                                                                             |  |      | 
|Balance Sheets at December 31, 2019 and 2018                                                 |  | F-3  | 
|                                                                                             |  |      | 
|Statements of Operations for the years ended December 31, 2019 and 2018                      |  | F-4  | 
|                                                                                             |  |      | 
|Statement of Changes in Shareholders’ Deficit for the years ended December 31, 2019 and 2018 |  | F-5  | 
|                                                                                             |  |      | 
|Statements of Cash Flows for the years ended December 31, 2019 and 2018                      |  | F-6  | 
|                                                                                             |  |      | 
|Notes to Financial Statements                                                                |  | F-7  | 















F-1







Report of Independent Registered Public
Accounting Firm





To the shareholders and the board of directors
of Thunder Energies Corporation



Opinion on the Financial Statements



We have audited the accompanying balance
sheets of Thunder Energies Corporation (the “Company”) as of December 31, 2019 and 2018, the related statements of
operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively
referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash
flows for the years then ended, in conformity with accounting principles generally accepted in the United States.



Basis for Opinion



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



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



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



Substantial Doubt about the Company’s
Ability to Continue as a Going Concern



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



/s/ BF Borgers CPA PC

BF Borgers CPA PC



We have served as the Company’s auditor
since 2018.

Lakewood, CO

May 15, 2020











F-2







THUNDER ENERGIES CORPORATION



Balance Sheets





|                                                                                                                                  |  | December 31, |            | December 31,
|--------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---------- | ------------
|                                                                                                                                  |  | 2019         |            | 2018        
|ASSETS                                                                                                                            |  |              |            |             
|Current Assets                                                                                                                    |  |              |            |             
|Cash                                                                                                                              |  | $            | 3,111      |             
|Total Current Assets                                                                                                              |  |              | 3,111      |             
|                                                                                                                                  |  |              |            |             
|Non-current assets                                                                                                                |  |              |            |             
|Intangible assets, net of accumulated amortization and impairment of $15,320 and $15,120, respectively                            |  |              | –          |             
|Total non-current assets                                                                                                          |  |              | –          |             
|                                                                                                                                  |  |              |            |             
|TOTAL ASSETS                                                                                                                      |  | $            | 3,111      |             
|                                                                                                                                  |  |              |            |             
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                             |  |              |            |             
|Current Liabilities                                                                                                               |  |              |            |             
|Accrued interest                                                                                                                  |  | $            | 5,365      |             
|Accrued interest, related party                                                                                                   |  |              | –          |             
|Derivative liability                                                                                                              |  |              | 60,909     |             
|Convertible note payable, net of discount of $0 and $0, respectively                                                              |  |              | 57,000     |             
|Accrued compensation, related parties                                                                                             |  |              | –          |             
|Note payable, related parties                                                                                                     |  |              | –          |             
|Note payable                                                                                                                      |  |              | –          |             
|Total Current Liabilities                                                                                                         |  |              | 123,274    |             
|                                                                                                                                  |  |              |            |             
|TOTAL LIABILITIES                                                                                                                 |  |              | 123,274    |             
|                                                                                                                                  |  |              |            |             
|COMMITMENTS AND CONTINGENCIES                                                                                                     |  |              |            |             
|                                                                                                                                  |  |              |            |             
|Stockholders’ Deficit                                                                                                             |  |              |            |             
|Preferred stock: $0.001 par value, 750,000,000 authorized;  50,000,000 and 50,000,000 shares issued and outstanding, respectively |  |              | 50,000     |             
|Common stock: $0.001 par value 900,000,000 authorized;  11,544,923 and 5,207,330 shares issued and outstanding, respectively*     |  |              | 11,545     |             
|Additional paid in capital                                                                                                        |  |              | 4,989,405  |             
|Accumulated deficit                                                                                                               |  |              | (5,171,113 | )           
|Total Stockholders’ Deficit                                                                                                       |  |              | (120,163   | )           
|TOTAL LIABILITIES AND STOCKHOLDERS’
    DEFICIT                                                                                   |  | $            | 3,111      |             



* 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











F-3







THUNDER ENERGIES CORPORATION



Statements of Operations





|                                                 |  | Year Ended December 31,
|------------------------------------------------ |  | -----------------------
|                                                 |  | 2019                   
|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 (income) expense                           |  |                        
|Interest expense                                 |  |                        
|Interest expense related to derivative liability |  |                        
|Change in derivative                             |  |                        
|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











F-4







THUNDER ENERGIES CORPORATION



Statement of Changes in Stockholders’ Deficit

For the Years Ended December 31, 2019 and 2018





|                                                                                                       |  |                     |            |                   |  |             |        |             |  | Additional |            |         |  |      
|------------------------------------------------------------------------------------------------------ |  | ------------------- | ---------- | ----------------- |  | ----------- | ------ | ----------- |  | ---------- | ---------- | ------- |  | -----
|                                                                                                       |  | Preferred
    Stock |            | Common
    Stock* |  | Paid
    in |        | Accumulated |  |           
|                                                                                                       |  | Shares              |            | Amount            |  | Shares      |        | Amount      |  | Capital*   |            | Deficit |  | Total
|Balance, December 31,
    2017                                                                         |  |                     | 50,000,000 |                   |  | $           | 50,000 |             |  |            | 2,245,285  |         |  | $    
|                                                                                                       |  |                     |            |                   |  |             |        |             |  |            |            |         |  |      
|Issued common stock for services                                                                       |  |                     | –          |                   |  |             | –      |             |  |            | 1,004,250  |         |  |      
|Issued common stock to related parties
    for conversion of accrued compensation at fair market value |  |                     | –          |                   |  |             | –      |             |  |            | 33,199     |         |  |      
|Issued common stock for reduction of convertible
    notes payable                                     |  |                     | –          |                   |  |             | –      |             |  |            | 1,924,596  |         |  |      
|Paid-in Capital – Derivative liability                                                                 |  |                     | –          |                   |  |             | –      |             |  |            | –          |         |  |      
|Paid-in Capital – Extinguishment
    of related party debt                                             |  |                     | –          |                   |  |             | –      |             |  |            | –          |         |  |      
|Net loss                                                                                               |  |                     | –          |                   |  |             | –      |             |  |            | –          |         |  |      
|Balance, December 31,
    2018                                                                         |  |                     | 50,000,000 |                   |  | $           | 50,000 |             |  |            | 5,207,330  |         |  | $    
|Issued common stock for services                                                                       |  |                     | –          |                   |  |             | –      |             |  |            | 876,650    |         |  |      
|Common Stock for cash                                                                                  |  |                     | –          |                   |  |             | –      |             |  |            | 595,061    |         |  |      
|Adjustment for reverse split                                                                           |  |                     | –          |                   |  |             | –      |             |  |            | 3,372,842  |         |  |      
|Paid-in Capital – Derivative liability                                                                 |  |                     | –          |                   |  |             | –      |             |  |            | –          |         |  |      
|Issued common stock to related parties
    against debt                                                |  |                     | –          |                   |  |             | –      |             |  |            | 1,493,040  |         |  |      
|Loan and compensation written off                                                                      |  |                     | –          |                   |  |             | –      |             |  |            | –          |         |  |      
|Net loss                                                                                               |  |                     | –          |                   |  |             | –      |             |  |            | –          |         |  |      
|Balance, December 31,
    2019                                                                         |  |                     | 50,000,000 |                   |  | $           | 50,000 |             |  |            | 11,544,923 |         |  | $    



* 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











F-5







THUNDER ENERGIES CORPORATION



Statements of Cash Flows





|                                                                                   |  | December 31,
|---------------------------------------------------------------------------------- |  | ------------
|                                                                                   |  | 2019        
|                                                                                   |  |             
|CASH FLOWS FROM OPERATING ACTIVITIES:                                              |  |             
|Net loss                                                                           |  | $           
|Adjustment to reconcile net loss to net cash used in in operations:                |  |             
|Amortization                                                                       |  |             
|Change in fair value of derivative instrument                                      |  |             
|Amortization of debt discount                                                      |  |             
|Forgiveness of compensation from related party                                     |  |             
|Forgiveness of interest expense from related party                                 |  |             
|Stock issued for services provided                                                 |  |             
|Changes in assets and liabilities:                                                 |  |             
|Increase (decrease) in operating liabilities:                                      |  |             
|Accounts receivable                                                                |  |             
|Others                                                                             |  |             
|Accrued expenses, related parties                                                  |  |             
|Net cash used in operating activities                                              |  |             
|                                                                                   |  |             
|CASH FLOWS FROM FINANCING ACTIVITIES:                                              |  |             
|Proceeds from shareholder loans                                                    |  |             
|Principal payments on shareholder loans                                            |  |             
|Proceeds from notes payable                                                        |  |             
|Proceeds from convertible notes payable                                            |  |             
|Issuance of common stock                                                           |  |             
|Net cash provided by financing activates                                           |  |             
|                                                                                   |  |             
|Net (decrease) increase in cash                                                    |  |             
|                                                                                   |  |             
|Cash                                                                               |  |             
|Beginning of period                                                                |  |             
|End of period                                                                      |  | $           
|                                                                                   |  |             
|Supplemental cash flow information                                                 |  |             
|Cash paid for interest                                                             |  | $           
|Cash paid for taxes                                                                |  | $           
|                                                                                   |  |             
|Non-cash transactions:                                                             |  |             
|Original discount recorded on the recognition of notes with Derivative liabilities |  | $           
|Extinguishment of derivative liability related to debt conversions                 |  | $           
|Debt/accrued interest converted into common stock                                  |  | $           



See notes to financial statements











F-6







THUNDER ENERGIES CORPORATION

Notes to Financial Statements

For the periods ending December 31, 2019
and 2018





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 Amendment also changed the principal office
address of the Company to 1444 Rainville Road, Tarpon Springs, Florida 34689.



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



The business of Thunder Energies Corporation
(“TEC”) is focused on the development of a new clean combustion of fossil fuels (oil, diesel, coal, etc.) with controlled
minimal contaminants in the exhaust. Our business objective is achieved via new forms of processing fossil fuels, new additives
to the combustion and the assistance of a high voltage electric discharges (patents pending) that burn combustible contaminants
in fossil fuel exhaust while providing added on clean energy. The expected principal product, depending on funding, is a new type
of furnace for the clean combustion of fossil fuel available in any desired size for any type of energy application, from home
heating to large plants for the clean production of electricity. The expected services are to be rendered by providing technical
assistance to the market consisting of existing fossil fuel electric power plants for their decrease of pollutants in the exhaust
and their verification of EPA regulations on the release of contaminants in the atmosphere. A prototype new furnace is expected
to be available within one year following the availability of the necessary funds. As we are a development stage company, we have
not yet generated any revenue from the assets that were recently assigned to and acquired by the Company, including the Hadronic
reactors. The Hadronic reactors have been utilized to test and confirm the technology for ultimate inclusion in the new furnaces.
Thunder Energies Corp. is a developer of new technologies that are being brought to market by three divisions:



1) Division of Optical Instruments (TEC-DOI);



2) Division of Nuclear Instruments (TEC-DNI);
and



3) Division of Fuel Combustion (TEC--DFC).



All intellectual properties, including
patents, patent applications, domain names, copyrights, know how, etc., are exclusively and irrevocably owned by Thunder Energies
Corp. without any royalty payments. Out of the three divisions, TEC-DOE has initiated production and sale of pairs of Galileo and
Santilli telescopes with 70 mm, 100 mm, and 150 mm. The remaining two divisions are expecting funding for their commercialization.



NOTE 2 – Basis of Presentation



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











F-7







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.



Going Concern



For the fiscal years ended December 31,
2019 and 2018, the Company had net losses of $1,389,175 and $790,362, respectively. As of December 31, 2019, the Company had a
working capital deficit of $120,163. The Company has generated $0 and $0 in revenues for the years ended December 31, 2019 and
2018, 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.



NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



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



USE OF ESTIMATES



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



The 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              











F-8







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 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.



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 $3,111
at December 31, 2019 and $7,920 at December 31, 2018. The Company had no cash equivalents as of December 31, 2019 and 2018.



ACCOUNTS RECEIVABLE



Accounts receivable are non-interest-bearing
obligations due under normal course of business. The 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 period
ended 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.











F-9







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.



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.











F-10







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 years
ended December 31, 2019 and 2018, respectively.



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 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.











F-11







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 following table summarize the Company’s
fair value measurements by level at December 31, 2018 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.



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











F-12







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 consolidated balance sheet. The Company amortizes the balance over the life of the underlying debt as amortization of debt
discount expense in the statement of operations. If the debt is retired early, the associated debt discount is then recognized
immediately as amortization of debt discount expense in the consolidated Statement of Operations.



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



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. The balance at December 31, 2019 and
December 31, 2018 was $0 and $0, respectively.



|December 31, 2019 and 2018 |  | Gross Carrying Value |        | Accumulated Amortization and Impairment
|-------------------------- |  | -------------------- | ------ | ---------------------------------------
|Intellectual property      |  | $                    | 1,000  |                                        
|Patents                    |  |                      | 14,320 |                                        



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 years ended December 31, 2019 and 2018, 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.











F-13







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
$1,316,824 and $768,627 for the year ended December 31, 2019 and 2018, respectively.



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 $43,620 and $57,285
for the years ended December 31, 2019 and 2018, 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 $121,347 and $488,287 for the years ended December 31, 2019 and 2018, 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 $241,802 and $223,055 for the years ended December 31, 2019 and 2018, 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 consolidated
Statements of Operations.











F-14







ASC 740-10-30 was adopted from the date
of its inception. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated
financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax
positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the
income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant
taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.
Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods,
disclosure and transition. As a result of the implementation of ASC 740-10, 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 December 31, 2019 and 2018. As of December 31, 2019 and
2018, the common stock equivalents have not been included as they are anti-dilutive.



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



|                                           |  | Year Ended December 31,
|------------------------------------------ |  | -----------------------
|                                           |  | 2019                   
|Options to purchase shares of common stock |  |                        
|Series A convertible preferred stock       |  |                        
|Total potentially dilutive shares          |  |                        



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.











F-15







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 years ended
December 31, 2019 and 2018 was $910,055 and $378,113, 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 December 31, 2019 and 2018.



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 years ended December 31, 2019 and 2018.



The Company had no customers that accounted
for 10% of total revenue for the years ended December 31, 2019 and 2018. The Company had no customers that accounted for 10% or
more of total accounts receivable at December 31, 2019 and 2018.



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 consolidated results of operations, consolidated financial position, and
cash flows.











F-16







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 consolidated results of operations, consolidated 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 consolidated financial statements.



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
consolidated financial statements.











F-17







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 consolidated results of operations, consolidated 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 consolidated results of operations, consolidated 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 consolidated 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.











F-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:



|                         |  | 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 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 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 ($1,000.00), 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.











F-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.



NOTE 5 – NOTE PAYABLE



On November 26, 2018, Pubrelco Inc., a
non-related party, executed the purchase of a $60,000 note from our 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 December 31, 2019 of
$5,365.



NOTE 6 – CONVERTIBLE NOTE PAYABLE



GHS INVESTMENTS, LLC



On April 22, 2019; The Company executed
a convertible promissory note with GHS Investments, LLC. The 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 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 is $57,000.



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



The Company accounts for 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 accretion of $23,068 and $0 to interest expense in the
Statements of Operations during the years ended December 31, 2019 and 2018, respectively, and has $60,909 of unamortized debt discount
remaining as of December 31, 2019.



NOTE 7 – INCOME TAXES



At December 31, 2018, the Company had a
net operating loss carry–forward for Federal income tax purposes of approximately $5,171,133 that may be offset against future
taxable income through 2036. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying
financial statements because the Company believes that the realization of the Company’s net deferred tax assets calculated
at the effective rates note below, was not considered more likely than not and accordingly, the potential tax benefits of the net
loss carry-forwards are fully offset by the valuation allowance.











F-20







Deferred tax assets consist primarily of
the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of
the uncertainty regarding its realizability.



The Company’s tax expense differs
from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax
rate of 21% and State tax rate of 3.6% to income before taxes), as follows:



|For the Year Ended December 31,                       |  | 2018 |          | 2018
|----------------------------------------------------- |  | ---- | -------- | ----
|Tax expense (benefit) at the statutory rate           |  | $    | (292,000 | )   
|State income taxes, net of federal income tax benefit |  |      | (39,000  | )   
|Change in valuation allowance                         |  |      | 194,000  |     
|Total                                                 |  | $    | –        |     



The tax effects of the temporary differences
between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.



In assessing the realizability of deferred
tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not
be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities,
projected future taxable income and tax planning strategies in making this assessment.



For the year ended December 31, 2019 and
for the year ended December 31, 2018, the Company has net operating losses from operations. The carry forwards expire through the
year 2036. The Company’s net operating loss carry forward may be subject to annual limitations, which could reduce or defer
the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. A valuation
allowance has been applied due to the uncertainty of realization.



The Company’s net deferred tax asset
as of December 31, 2019 and December 31, 2018 is as follows:



|                       |  | December 31, 2019 |            | December 31, 2018
|---------------------- |  | ----------------- | ---------- | -----------------
|Deferred tax assets    |  | $                 | 1,261,000  |                  
|Valuation allowance    |  |                   | (1,261,000 | )                
|Net deferred tax asset |  | $                 | –          |                  



The Company is currently open to audit
under the statute of limitations by the Internal Revenue Service for the period from inception ended December 31, 2015 through
the year ended December 31, 2019. The Company recognizes interest and penalties related to income taxes in income tax expense.
The Company had incurred no penalties and interest for the period from inception ended December 31, 2015 through the year ended
December 31, 2019.











F-21







NOTE 8 – 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 periods covered by this report,
the Company issued 9,299,688 shares to related and non-related parties in the amount of $1,808,079. 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 | 
|------- |  | ------ | ------- |  | -------------------- | -------------------------------------------------------------------------------- | ------------ | ------------------- | ----------- |  | ----- | ------ | 
|1/12/18 |  |        | 10,000  |  |                      | Services                                                                         |              | Non-related parties |             |  | 3.000 |        | 
|1/16/18 |  |        | 7,500   |  |                      | Services                                                                         |              | Non-related party   |             |  | 3.000 |        | 
|2/12/18 |  |        | 2,000   |  |                      | Services                                                                         |              | Non-related party   |             |  | 1.608 |        | 
|2/15/18 |  |        | 5,000   |  |                      | Services                                                                         |              | Non-related party   |             |  | 2.000 |        | 
|2/23/18 |  |        | 5,000   |  |                      | Services                                                                         |              | Non-related party   |             |  | 1.700 |        | 
|3/15/18 |  |        | 5,000   |  |                      | Services                                                                         |              | Non-related party   |             |  | 1.700 |        | 
|3/29/18 |  |        | 33,193  |  |                      | Conversion of accrued salaries                                                   |              | Related parties     |             |  | 1.898 |        | 
|3/29/18 |  |        | 3,750   |  |                      | Services                                                                         |              | Non-related party   |             |  | 1.898 |        | 
|4/5/18  |  |        | 12,500  |  |                      | Services                                                                         |              | Non-related parties |             |  | 1.580 |        | 
|4/9/18  |  |        | 12,500  |  |                      | Services                                                                         |              | Non-related parties |             |  | 1.400 |        | 
|4/27/18 |  |        | 15,000  |  |                      | Services                                                                         |              | Non-related party   |             |  | 0.670 |        | 
|5/2/18  |  |        | 42,017  |  |                      | Principal reduction to convertible note payable. Issued at a discount to the FMV |              | Non-related party   |             |  | 0.238 |        | 
|5/7/18  |  |        | 34,100  |  |                      | Services                                                                         |              | Non-related parties |             |  | 0.620 |        | 
|5/14/18 |  |        | 47,170  |  |                      | Principal reduction to convertible note payable. Issued at a discount to the FMV |              | Non-related party   |             |  | 0.212 |        | 
|5/24/18 |  |        | 52,083  |  |                      | Principal reduction to convertible note payable. Issued at a discount to the FMV |              | Non-related party   |             |  | 0.192 |        | 
|6/4/18  |  |        | 117,059 |  |                      | Principal reduction to convertible note payable. Issued at a discount to the FMV |              | Non-related party   |             |  | 0.136 |        | 
|6/6/18  |  |        | 86,912  |  |                      | Principal reduction to convertible note payable. Issued at a discount to the FMV |              | Non-related party   |             |  | 0.136 |        | 
|6/12/18 |  |        | 85,156  |  |                      | Principal reduction to convertible note payable. Issued at a discount to the FMV |              | Non-related party   |             |  | 0.128 |        | 











F-22







|7/19/18  |  |  | 100,503 |  |  | Principal reduction to convertible note payable. Issued at a discount to the FMV |  | Non-related party   |  |  | 0.119 |  |  |  | 12,000  | 
|-------- |  |  | ------- |  |  | -------------------------------------------------------------------------------- |  | ------------------- |  |  | ----- |  |  |  | ------- | 
|7/25/18  |  |  | 290,000 |  |  | Services                                                                         |  | Non-related parties |  |  | 0.200 |  |  |  | 58,000  | 
|8/6/18   |  |  | 109,091 |  |  | Principal reduction to convertible note payable. Issued at a discount to the FMV |  | Non-related party   |  |  | 0.110 |  |  |  | 12,000  | 
|8/28/18  |  |  | 220,588 |  |  | Services                                                                         |  | Non-related party   |  |  | 0.136 |  |  |  | 30,000  | 
|10/5/18  |  |  | 50,000  |  |  | Services                                                                         |  | Non-related party   |  |  | 0.148 |  |  |  | 7,400   | 
|10/8/19  |  |  | 117,429 |  |  | Principal reduction to convertible note payable. Issued at a discount to the FMV |  | Non-related party   |  |  | 0.070 |  |  |  | 8,220   | 
|10/11/18 |  |  | 171,429 |  |  | Principal reduction to convertible note payable. Issued at a discount to the FMV |  | Non-related party   |  |  | 0.070 |  |  |  | 12,000  | 
|10/17/18 |  |  | 191,857 |  |  | Principal reduction to convertible note payable. Issued at a discount to the FMV |  | Non-related party   |  |  | 0.070 |  |  |  | 13,430  | 
|10/19/18 |  |  | 192,000 |  |  | Principal reduction to convertible note payable. Issued at a discount to the FMV |  | Non-related party   |  |  | 0.070 |  |  |  | 13,440  | 
|10/23/18 |  |  | 213,611 |  |  | Principal reduction to convertible note payable. Issued at a discount to the FMV |  | Non-related party   |  |  | 0.072 |  |  |  | 15,380  | 
|10/26/18 |  |  | 180,676 |  |  | Principal reduction to convertible note payable. Issued at a discount to the FMV |  | Non-related party   |  |  | 0.074 |  |  |  | 13,370  | 
|11/12/18 |  |  | 50,000  |  |  | Services                                                                         |  | Non-related party   |  |  | 0.230 |  |  |  | 11,500  | 
|11/30/18 |  |  | 260,417 |  |  | Services                                                                         |  | Non-related party   |  |  | 0.142 |  |  |  | 36,979  | 
|12/14/18 |  |  | 217,656 |  |  | Cash                                                                             |  | Non-related party   |  |  | 0.094 |  |  |  | 20,547  | 
|1/7/19   |  |  | 90,000  |  |  | Services                                                                         |  | Non-related party   |  |  | 0.100 |  |  |  | 9,000   | 
|1/25/19  |  |  | 100,000 |  |  | Services                                                                         |  | Non-related party   |  |  | 0.088 |  |  |  | 8,800   | 
|2/6/19   |  |  | 226,715 |  |  | Cash                                                                             |  | Non-related party   |  |  | 0.061 |  |  |  | 13,784  | 
|2/14/19  |  |  | 12,500  |  |  | Services                                                                         |  | Non-related party   |  |  | 0.306 |  |  |  | 3,825   | 
|2/19/19  |  |  | 166,667 |  |  | Services                                                                         |  | Non-related party   |  |  | 0.240 |  |  |  | 40,000  | 
|3/5/19   |  |  | 289,500 |  |  | Cash                                                                             |  | Non-related party   |  |  | 0.120 |  |  |  | 34,740  | 
|3/7/19   |  |  | 50,000  |  |  | Services                                                                         |  | Non-related party   |  |  | 0.192 |  |  |  | 9,600   | 
|3/13/19  |  |  | 50,000  |  |  | Services                                                                         |  | Non-related party   |  |  | 0.156 |  |  |  | 7,800   | 
|3/19/19  |  |  | 61,043  |  |  | Cash                                                                             |  | Non-related party   |  |  | 0.085 |  |  |  | 5,176   | 
|4/1/19   |  |  | 12,500  |  |  | Services                                                                         |  | Non-related party   |  |  | 0.100 |  |  |  | 1,250   | 
|4/22/19  |  |  | 100,000 |  |  | Execution of new convertible note payable                                        |  | Non-related party   |  |  | 3.160 |  |  |  | 316,000 | 
|4/24/19  |  |  | 50,000  |  |  | Services                                                                         |  | Non-related party   |  |  | 3.160 |  |  |  | 158,000 | 
|4/30/19  |  |  | 50,000  |  |  | Services                                                                         |  | Non-related party   |  |  | 2.960 |  |  |  | 148,000 | 
|5/11/19  |  |  | 25,000  |  |  | Services                                                                         |  | Non-related party   |  |  | 2.800 |  |  |  | 70,000  | 
|5/15/19  |  |  | 250,000 |  |  | Services                                                                         |  | Non-related party   |  |  | 0.116 |  |  |  | 29,000  | 











F-23







|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  | 



On December 14, 2018, the Company sold
4,353,125 shares to GHS Investments LLC, at $0.00472 per share, for cash proceeds of $20,547. The shares were issued at a discount
to the market. Fair Market Value on December 14, 2018 was $0.0069 per share.



On December 31, 2018, our Chief Executive
Officer, Dr. Ruggero M. Santilli requested the extinguishment of $250,000 of notes payable due. The Company extinguished $250,000
of notes payable due Dr. Ruggero M. Santilli on December 31, 2018 and booked the offsetting entry to Additional paid-in Capital
due to it being a related party transaction.



PREFERRED STOCK



The Company has been authorized to issue
750,000,000 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.











F-24







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 (the “Preferred Stock”)
to Hadronic Technologies Press, Inc. (“Hadronic”), a Florida corporation maintaining its principal place of business
at 35246 US Highway 19 North, Suite #215, Palm Harbor, Florida 34684. Our 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.



At December 31, 2019 and 2018 there were
Fifty million (50,000,000) shares of Series A Convertible Preferred Stock issued and outstanding, respectively.



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 December 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:         |  | 2019 |        | 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 December 31, 2019.



NOTE 9 – RELATED PARTY TRANSACTIONS



ADVANCES, PAYABLES AND ACCRUALS



Amounts included in accruals represent
amounts 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 December 31, 2019 and 2018 accrued expenses
were $0 and $189,000, 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.











F-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 years ended December 31, 2019
and 2018 our Chief Executive Officer, Dr. Ruggero M. Santilli loaned the Company $105,800 and $96,880 for operations. During the
years ended December 31, 2019 and 2018 the Company repaid the principal amounts by $12,000 and $85,500, respectively.



On December 31, 2018, our Chief Executive
Officer, Dr. Ruggero M. Santilli requested the extinguishment of $250,000 of notes payable due. The Company extinguished $250,000
of notes payable due Dr. Rugger M. Santilli on December 31, 2018 and booked the offsetting entry to Additional paid-in Capital
due to it being a related party transaction.



At December 31, 2019 and 2018 the demand
notes accumulative balances were $0 and $281,380, respectively. Accrued interest at December 31, 2019 and 2018 was $0 and $43,349,
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 March 29, 2018 the Company issued 663,856
shares to related parties for conversion of accrued compensation of $63,000, recorded at the fair market value of the share price.



On December 31, 2018, our Chief Executive
Officer, Dr. Ruggero M. Santilli requested the extinguishment of $250,000 of notes payable due. The Company extinguished $250,000
of notes payable due Dr. Ruggero M. Santilli on December 31, 2018 and booked the offsetting entry to Additional paid-in Capital
due to it being a related party transaction.



On December 31, 2019, our 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 Chief
Executive Officer, Dr. Ruggero M. Santilli and Director, Carla Santilli requested the extinguishment of $315,000 and $126,000 of
accrued compensation due respectively. The Company extinguished $315,000 and $126,000 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 employment contracts with
its key employees, the controlling shareholders, who are its officers and directors of the Company.



| | · | Dr. Santilli, 5 year contract, annual salary of $180,000 and annual common stock options for 0.01% of the outstanding stock per calendar year at the average trading price of the anniversary date, July 25th.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











F-26







| | · | Carla Santilli, 5 year consulting contract, annual salary of $72,000 and annual common stock options for 0.005% of the outstanding stock per calendar year at the average trading price of the anniversary date, July 25th.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 10 - 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 11 – SUBSEQUENT EVENTS



On January 9, 2020, Mina Mar Corporation,
a Florida corporation (d/b/a Mina Mar Group) (the “Purchaser”) acquired 50,000,000 shares of Series A Convertible Preferred
Stock (the “Preferred Stock”) of Thunder Energies Corporation (the “Company”), from Hadronic Technologies,
Inc., a Florida corporation. 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 $94,765.75 for the Preferred Stock was paid by the assumption of a Company note obligation
of $85,765.75 by Emry Capital Inc Att: Mr. Zoran Cvetojevic, 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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











F-27







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.



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, a vacation property and yacht management firm based in Florida. She is also president of Mina Mar
Corporation, 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 has removed all the equipment
previously used by TNRG 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.











F-28







On March 24, 2020, Saveene.Com Inc., a
Delaware corporation (d/b/a Saveene) (the “Purchaser”) acquired 50,000,000 shares of Series A Convertible Preferred
Stock (the “Preferred Stock”) of Thunder Energies Corporation (the “Company”), from Mina Mar Group Corp,
a Florida corporation. 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 $500,000.00 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.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 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 (the
“Preferred Stock”) was authorized for 10,000,000 shares of Thunder Energies Corporation (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 (the “Preferred Stock”) was authorized for 10,000,000 shares of Thunder Energies Corporation (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.











F-29







Regarding
a Company note obligation of $85,765.75 now due/new balance of $115,423.40 held by Emry, Capital Inc. was partially sold $35,000
of the face amount to the preferred shareholder Saveene. Saveene intends to convert this $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 $85,422.70.



On
March 24 2020 Thunder Energies secured a revolving line of credit of up to $2,000,000.00 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.



There were no other events subsequent to
December 31, 2019, and up to the date of this filing that would require disclosure.



































F-30