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

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 16,530,769 shares of restricted Company common stock (the “Shares”). Dr. Santilli was issued 11,807,692 Shares and Carla Santilli was issued 4,723,077 Shares. The Shares were all issued at the price of $0.060 per Share.

Amounts included in accruals represent amounts due to the officers and directors for corporate obligations under their respective employment agreements. Payments on behalf of the Company and accruals made under contractual obligation are accrued. On June 8, 2017, the Company issued 16,530,769 Shares to the aforementioned, related parties for conversion of total accrued compensation of $991,846, recorded at the fair market value of the share price. As of June 30, 2017, and December 31, 2016 accrued expenses were $0 and $865,846, respectively. As of August 1, 2017, the Company had 34,519,708 shares of its common stock issued and outstanding.

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 “sophisticated investors” and directors of the Company. 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.

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.