Thunder Energies Corporation (OTCMKTS:TNRG) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.

On September 7, 2017, our board of directors approved an offer from six individuals and an entity to purchase eight million (8,000,000) restricted shares of Company common stock (the “Shares”). The Shares were all purchased at the price of $0.01 per Share. The Shares were issued on October 2, 2017.

The Shares of our restricted common stock were issued 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 share certificates bearing a legend stating that such Shares are restricted 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.” The shareholders are all “sophisticated investors.” 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.

Section 8 – Other Events

Item 8.01 Other Events.

On March 14, 2017, the Company executed a Convertible Promissory Note (the “Note”) in favor of Power Up Lending Group LTD, a Virginia corporation (“Power Up”). The principal amount of the Note was US$53,000.00. On September 8, 2017, the Company tendered the sum of $75,945.37 to Power Up to pay-off and cancel the Note.

About Thunder Energies Corporation (OTCMKTS:TNRG)

Thunder Energies Corporation (TEC), formerly Thunder Fusion Corporation, is a development-stage company. The Company is focused on the development of a clean combustion of fossil fuels (oil, diesel and coal, among others) with controlled minimal contaminants in the exhaust. Its business objective is achieved via forms of processing fossil fuels, new additives to the combustion and the assistance of a high voltage electric discharges that burn combustible contaminants in fossil fuel exhaust while providing added on clean energy. The Company is a developer of technologies that are being brought to market by three divisions: Division of Optical Instruments (TEC-DOI); Division of Nuclear Instruments (TEC-DNI), and Division of Fuel Combustion (TEC-DFC). TEC-division of equipment (DOE) is engaged in the production and sale of pairs of Galileo and Santilli telescopes with approximately 70 millimeters (mm), over 100 mm and approximately 150 mm.