TNRG Enters Reverse Acquisition Agreement With Profitable CBD Private Company; Files 8K

Rhea-AI Summary

Thunder Energies Corporation (TNRG) announced a reverse acquisition of Nature Consulting, Inc., which has generated $7.4 million in revenue since its founding in February 2019. The deal, finalized on August 14, 2020, resulted in Nature Consulting becoming a wholly-owned subsidiary of TNRG, with Yogev Shvo assuming the role of Chairman. The acquisition marks a strategic move to position TNRG in the growing CBD market, leveraging Nature Consulting's established network and sales growth, which rose from $2.2 million in 2019 to $5.2 million in 2020.

Positive

• Nature Consulting, Inc. has generated $7.4 million in revenue since its inception.
• Sales increased from $2.2 million in 2019 to $5.2 million in 2020, indicating strong growth in the CBD sector.
• The acquisition positions TNRG to leverage Nature Consulting's established market presence and supplier network.

Negative

• The issuance of 60 million shares for the acquisition may cause shareholder dilution.
• The transaction's nature as an asset acquisition could lead to integration challenges.

Nature Consulting Inc. Has Revenues Of $7.4 Million Through June 2020 Since Founding In February 2019

HOLLYWOOD, FL / ACCESSWIRE / August 18, 2020 / Thunder Energies Corporation (OTC PINK:TNRG), on August 14, 2020, filed an 8K with the Securities and Exchange Commission (SEC) outlining its recent reverse acquisition agreement of a private company, Nature Consulting, Inc. As a result of the related transactions, the business of Natural Consulting, LLC became Thunder Energies Corp.'s main operation. Natural Consulting, LLC is the premier source of turnkey CBD and Hemp extract solutions, providing high quality products and comprehensive services for its clients. The company was founded in February 2019 and as of June 2020 the Company had over $7.4 million in total sales to date. The Company had sales in excess of $2.2 million is 2019 which has grown to $5.2 million during 2020 through June, reflecting that CBD sales have continued to rise despite the global pandemic.

The Company specializes in hemp extract manufacturing and distribution, with over 15 years of combined experience in the cannabis industry and a network of over 1,000 premium U.S. CBD and hemp brands suppliers. Over the past two years the Company has become one of the nation's leading suppliers of quality CBD products and the USA's premiere source for turnkey white and private label hemp extract product solutions.

According to the 8K, on August 14, 2020 (the "Closing Date"), Thunder Energies Corp and the members of Natural Consulting, LLC entered into an Interest Purchase Agreement (the "Interest Purchase Agreement"), which closed on the same date. Pursuant to the terms of the Interest Purchase Agreement, the members of Natural Consulting, LLC sold all of their membership interest in Natural Consulting, LLC to Thunder Energies Corp in exchange for sixty million (60,000,000) shares of Thunder Energies Corp's Common Stock. As a result of this transaction, Natural Consulting, LLC became a wholly-owned subsidiary of Thunder Energies Corp.

Previously, on July 1, 2020, Yogev Shvo, an individual and principal shareholder of Nature Consulting, LLC., a Florida limited liability company, (the "Purchaser") personally acquired 100% of the issued and outstanding shares of preferred stock (the "Preferred Stock") of Thunder Energies Corporation, a Florida corporation, from Saveene Corporation, a Florida corporation (the "Seller"). The purchase price of $250,000.00 for the Preferred Stock was paid in cash. The consideration for the purchase was provided to the Purchaser from the individual private funds of Yogev Shvo.

After the Interest Purchase Agreement Mr. Shvo will assume the position of Chairman with Mr. Adam Levy serving as CEO/President. Ms. Gloria Galindez will be the CFO with accounting and finance responsibilities. Mr. Levy and Ms. Galindez will jointly supervise the Company's operations. Direct Reports will be Mr. Edwin Paredes (Production Manager), Ms. Michaela Steward (Head of Design Department) and Mr. Keon Dunbar (Sales Manager).

The membership Interest Purchase Agreement will be treated as an asset acquisition by the Company for financial accounting purposes. Thunder Energies Corp will be considered the acquirer for accounting purposes, and the historical financial statements of Natural Consulting, LLC, before the membership exchange will replace the historical financial statements of Thunder Energies Corp. before the membership exchange and in all future filings with the SEC.

The issuance of shares of the Company's Common Stock to members of Natural Consulting, LLC in connection with the Interest Purchase Agreement was not registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and Regulation D and/or Regulation S promulgated by the SEC under that section. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement, and are subject to further contractual restrictions on transfer as described below.

The parties also agreed not to register under the Securities Act the resale of the shares of the Company's Common Stock received in the Share Exchange by its officers, directors and key employees and holders of 10% or more of our Common Stock for a period of two years following the closing of the Share Exchange.

To view a full copy of the filing go to: https://sec.report/Document/0001683168-20-002756/#a1

The Company plans to file for a new trading symbol and for a name change and also plans to upgrade to the OTCQB in the near future.

About Nature Consulting, Inc.
Nature Consulting, Inc. based in Miami, Florida, is one of the nation's leading suppliers of top-quality CBD products and the U.S. premier source for turnkey white and private label hemp extract product solutions. Its mission is to be the leading seed-to-sale manufacturer and supplier of high-quality CBD products in the industry. Nature Consulting features superior quality products, reliable industry certifications, and a more scalable, diverse range of services than the competition. Its subsidiary, The Hemp Plug, is an innovative leader for quality extraction and sourcing, expert brand building, and targeted marketing for retailers and wholesalers throughout the world. They provide a range of scalable services for building CBD brands, from customization to order fulfillment to brand development and label design. The Company has the largest inventory of organic, non-GMO hemp and CBD products on the market. It enables third parties to enter into the growing CBD market, acting as a vertical incubator from seed to store shelves… from wholesale to internet to brick and mortar sales via its omnichannel strategy which maintains the growth of our customer base using creativity paired with the most advanced marketing tools, technology, and brand events. It provides its customers with Products, Website, Landing Pages, Digital Marketing, Social Media, White Paper and other Events marketing services. For more information about the Company please go to: http://thehemplug.com/

Forward-Looking Statements:
This press release contains forward-looking information within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934 and is subject to the safe harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. That includes the possibility that the business outlined in this press release cannot be concluded for some reason. That could be as a result of problems that were not anticipated. Such forward-looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Nature Consulting, Inc. to be materially different from the statements made herein. Except for any obligation under the U.S. federal securities laws, Nature Consulting, Inc. undertakes no obligation to publicly update any forward-looking statement as a result of new information, future events or otherwise.

CONTACT:
Company Address:
3017 Greene Street
Hollywood, Florida 33020
Telephone: (786) 686-0231

For All Inquiries Contact:
Email: info@natureconsulting.com

SOURCE: Thunder Energies

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FAQ

What is the significance of TNRG's acquisition of Nature Consulting?

The acquisition allows Thunder Energies to enter the profitable CBD market and leverage Nature Consulting's proven revenue stream.

How much revenue has Nature Consulting generated?

Nature Consulting has generated over $7.4 million in revenue since its founding in February 2019.

What changes occurred in TNRG's management after the acquisition?

Yogev Shvo became Chairman, while Adam Levy serves as CEO/President and Gloria Galindez as CFO.

Will TNRG's shares be registered after the acquisition?

The shares issued in the acquisition were not registered and are subject to resale restrictions for two years.

What are the future plans for TNRG post-acquisition?

TNRG plans to apply for a new trading symbol and upgrade to the OTCQB in the near future.