THUNDER ENERGIES CORPORATION 10-K

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 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, 2023

 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

 (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.)

 1100 Peachtree Street NE, Suite 200, Atlanta, Georgia

 30309

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code 786 - 855-6190

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 None

 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

 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.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 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, 2023 (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 $ 6,517,286. 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 April 15, 2024 was 119,590,516 shares.

 DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

 This report contains forward-looking statements.
The forward-looking statements are contained principally in the sections entitled "Description of Business," "Risk Factors,"
and "Management's Discussion and Analysis of Financial Condition and Results of Operations." These statements involve
known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially
different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases,
you can identify forward-looking statements by terms such as "anticipates," "believes," "seeks," "could,"
"estimates," "expects," "intends," "may," "plans," "potential,"
"predicts," "projects," "should," "would" and similar expressions intended to identify
forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions
and subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the factors described in the section
captioned "Risk Factors" below. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
Such statements may include, but are not limited to, information related to: anticipated operating results; licensing arrangements; relationships
with our customers; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in accounting
treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to secure materials and subcontractors;
the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue our operations and take advantage
of opportunities; legal proceedings and claims.

 Also, forward-looking statements represent our
estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed
as exhibits to this report completely and with the understanding that our actual future results may be materially different from what
we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons
actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available
in the future.

 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

 i

 ANNUAL REPORT ON FORM 10-K

 Fiscal Year Ended December 31, 2023

 Page

 Disclosure Regarding Forward Looking Statements

 i

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Selected Financial Data

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Signatures

 ii

 Item 1. Business.

 Corporate History and Background

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

 On July 29, 2013, the Company filed with the Florida
Secretary of State, Articles of Amendment to its Articles of Incorporation (the "Amendment") which changed the name of the
Company from CCJ Acquisition Corp. to Thunder Fusion Corporation. The Amendment also changed the principal office address of the Company
to 150 Rainville Road, Tarpon Springs, Florida 34689. On May 1, 2014, the Company filed with the Florida Secretary of State, Articles
of Amendment to its Articles of Incorporation (the "Amendment") which changed the name of the Company from Thunder Fusion
Corporation to Thunder Energies Corporation. The Company subsequently changed its principal office address to 3017 Greene St., Hollywood,
Florida 33020.

 On March 24, 2020, the
Company announced its operational affiliate plans with Saveene. Com Inc. ("Saveene") the preferred shareholder. Under the agreement,
Saveene granted the Company 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, the Company gained access to several patent-pending technologies and the entire Saveene
back office that focuses on the yacht and jet industry sector. This operational affiliate plan with Saveene. Com allowed the Company to
offer a white-label type solution and original equipment manufacturer under the Company's own brand name Nacaeli, dispensing the
need to acquire and carry any inventory. All future Company 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, the Company
held a meeting and voted to create two separate classes of preferred shares, Class "B" preferred shares and class "C'
preferred shares. Class B preferred shares 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 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's
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 the Company. Each
share of Preferred Stock is entitled to one thousand (1,000) votes per share at the election of the holder. The series C is Non-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.

 Acquisition of TNRG Preferred Stock

 Fiscal Year 2022

 On February 28, 2022,
Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer, each as an individual and principal shareholders
of Bear Village, Inc., a Wyoming corporation, (the "Purchaser") personally acquired 100% of the issued and outstanding shares
of preferred stock (the "Preferred Stock") of Thunder Energies Corporation, a Florida corporation, (the "Company"
or the "Registrant") from Mr. Yogev Shvo, an individual domiciled in Florida (the "Seller"). (The "Purchase")
The consideration for the purchase was provided to the Purchaser from the individual's private funds.

 The Preferred Stock acquired
by the Purchaser consisted of:

 1.

 50,000,000 shares of Series A Convertible Preferred Stock wherein each share is entitled to fifteen (15) votes and converts into ten (10) shares of the Company's common stock.

 2.

 5,000 shares of Series B Convertible Preferred Stock wherein each share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 3.

 10,000 shares of Series C Non-Convertible Preferred Stock wherein each share is entitled to one thousand (1,000) votes and is non-convertible into shares of the Company's common stock.

 As a result of the 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.

 As part of the Purchase
on April 13, 2022, Mr. Shvo submitted 55,000,000 shares of restricted common stock to the Company's treasury for cancellation.

 The purchase price of
$50,000 for the Preferred Stock was paid in cash. The consideration for the purchase was provided to the Seller by the Company on behalf
of the Purchasers. The Company had been in discussions with the Purchasers for repayment and finalized the Employment Agreements ("Employment
Agreements") on October 1, 2022 for positions in the Company. As a result, the Company recorded the purchase price as compensation
on March 1, 2022. The Purchase of the Preferred Stock was the result of a privately negotiated transaction
which consummation resulted in a change of control of the Registrant.

 1)

 Purchaser acquired TNRG subject to the following existing debt and obligations:

 a.

 $35,000 Convertible Note held by ELSR plus accrued interest

 b.

 $85,766 Convertible Note held by ELSR plus accrued interest

 c.

 $220,000 Convertible Note held by 109 Canon plus accrued interest

 d.

 $410,000 Convertible Note held by Moshe Zucker plus accrued interest of which $190,000 has recently been converted into 3,800,000 shares of restricted common stock.

 e.

 Auditor Invoice estimated at $30,000 past due and $37,000 for completion of 2021

 f.

 Accountant Invoice estimated at $42,500 and approximately $4,500 for completion of 2021

 g.

 No other debt or liability is being assumed by Purchaser

 h.

 Purchaser specifically assumes no liability regarding any dispute between Orel Ben Simon and the Seller. Seller shall indemnify Company as required in the body of the Agreement.

 i.

 Company may be subject to potential liability and legal fees and associated costs regarding the FCV Matter if in excess of the Seller indemnification provisions set forth in Section 11 of the Agreement

 j.

 Purchaser on behalf of the Company is responsible for assuring the Company's timely payment of all Company federal and state and any related tax obligations for fiscal year 2021 with the exception of taxes due relating to income, sales, license, business or any other taxes associated with Nature and HP

 2)

 The transfer to Seller of all of TNRG's security ownership interest in each of Nature and HP to Seller shall include the following existing Nature debt and related matters:

 a.

 EIDL Loan ($149,490 plus $9,290 accrued interest)

 b.

 $72,743 note due to Orel Ben Simon plus accrued interest

 c.

 All cases in action and potential legal liabilities concerning current disputes with Nature, HP, Ben Simon, Seller and any other parties.

 As a result of the Purchase
and change of control of the Registrant, the existing officers and directors of the Company, Mr. Adam Levy, Mr. Bruce W.D. Barren, Ms.
Solange Bar and Mr. Yogev Shvo (Chairman) have either resigned or been voted out of their positions.

 Under the terms of the stock purchase agreement
the new controlling shareholder was permitted to elect representatives to serve on the Board of Directors to fill the seat(s) vacated
by prior directors. Mr. Ricardo Haynes became the sole Director, CEO and Chairman of the Board of the Registrant, and the acting sole
officer of the Company.

 Recent Developments

 In April 2023, the Company advanced an officer
$3,000 with no amounts repaid. The Company is in process to have this amount repaid.

the return of his investment capital of $1,000 in exchange for the return of 14,286 shares of the Company's common stock that the
shareholder received through the conversion of his convertible note. The Company paid the $1,000 on February 5, 2024.

restricted common shares to a third party, valued at $26,300 (based on the estimated fair value of the stock on the date of grant) to

14,000,000 restricted common shares to three third parties, valued at $951,500 (based on the estimated fair value of the stock on the

 On October 9, 2023, Mr. Haynes
gifted 140,000 common shares to a convertible noteholder of the Company.

of common stock (90,000,000 shares from related parties and 7,100,000 shares from third parties) elected to exchange these shares for
an aggregate of 97,100 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand
(1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

Series B Convertible Preferred Stock (46,900 shares from related parties, including 15,400 shares from Top Flight, and 7,100 shares from
third parties) elected to exchange these shares for an aggregate of 54,000,000 shares of common stock. Each Series B Convertible Preferred

 On January 19, 2023, the Company initiated a Reg
A Tier II offering of up to 75,000,000 of the Company's common stock at $5.00 per share. The Company expects that, not including
state filing fees, the amount of expenses of the offering that it will pay will be approximately $3,700,000 based on the maximum number
of shares sold in this offering.

 On January 5, 2023, the Company entered into a
Membership Interest Purchase Agreement ("Agreement") with Fourth & One, LLC ("Fourth & One") with respect
to the sale and transfer of 51.5% of Fourth & One's interest in WC Mine Holdings, LLC ("WCMH") giving the Company
a 30.9% ownership in WCMH for consideration totaling $5,450,000 for the Kinsley Mountain mineral, resources, and water rights. The preliminary
appraisal of the property is estimated at approximately $33 million. TNRG recently engaged three licensed geologists to assess the preliminary
value of the minerals at Kinsley Mountain on the 4 patented and 98 unpatented claims by drone surveillance, a small collection of surface
samples and historical information at Kinsley Mountain and neighboring geological formations. The Kinsley project is located in the Kinsley
Mountains in Elko and White Pine counties, northeastern Nevada, approximately 150 kilometers northeast of Ely, Nevada, and 83 kilometers
southwest of West Wendover, Nevada. Access is via paved U.S. Highway Alternate 93 to approximately 65 kilometers southwest of the town
of West Wendover, Nevada, and then south for 18 kilometers on an improved gravel road, known as the Kinsley Mountain mine road, to the
project site. The approximate geographic center of the Kinsley project is 40 09 N latitude and 114 20 W longitude.
On December 31, 2023, the Agreement was mutually cancelled as the Agreement would not allow the Company to meet the requirements of a
Regulation A Tier II offering. Fourth & One returned the 2,725,000 common shares and were cancelled by the Company resulting in the
write-off of the Company's investment in Fourth & One of $5,450,000.

a Joint Marketing and Advertising Agreement with the Las Vegas Aces ("Aces") professional Women's basketball team. The
Aces shall provide the Company branding, digital advertising, and partner marketing and advertising for payments totaling $875,000, $901,250,
and $928,288 for the years 2023, 2024, and 2025, respectively. The agreement is effective December 15, 2022 through December 31, 2025,
with an option to extend for an additional two years, unless terminated sooner.

 Common Stock To Be Issued

 As of December 31, 2023, the Company has converted
2022 April Convertible Notes worth of $87,000 into 881,433 common shares to be issued.

of common stock (90,000,000 shares from related parties and 7,100,000 shares from third parties) elected to exchange these shares for
an aggregate of 97,100 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand
(1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

Series B Convertible Preferred Stock (46,900 shares from related parties, including 15,400 shares from Top Flight, and 7,100 shares from
third parties) elected to exchange these shares for an aggregate of 54,000,000 shares of common stock. Each Series B Convertible Preferred

 Short Term

promissory note ("2024 Note") in the principal amount of $1,000,000. The 2024 Note bears no interest and is due and payable
on July 31, 2024. The holder of the 2024 Note has the right, at the holder's option, to convert the principal amount of this note, in
whole or in part, into fully paid and nonassessable shares at a conversion price of $0.30 per share, or 3,333,333 shares. The 2024 Note
allows for the repurchase of up to a total of 3,333,333 converted common shares at $2.75 per share should the Company fail to meet the
Regulation A Tier II offering of $5.00 per share. The 2024 Note includes customary events of default, including, among other things, payment
defaults and certain events of bankruptcy. If such an event of default occurs, the holder of the Note may be entitled to take various
actions, which may include the acceleration of amounts due under the Note. Should the Company be insolvent, the holder has the right to
be made whole of their investment plus 20%. In addition, the Company executed a Technology Services Agreement with the noteholder giving
the noteholder a preference/option for all technology service projects of the Company in real estate development.

promissory notes ("April 2022 Notes") that varies from 0% to 10% per annum and are due and payable on various dates from December
31, 2022 through December 1, 2024 for aggregate gross proceeds of $1,776,275 (including $1,500 against which services were received) through
December 31, 2023. Notes totaling $325,000 issued in fiscal 2023 and December 2022 allows for the repurchase of up to a total of 421,428
converted common shares at $2.50 per share and notes totaling $300,000 issued in fiscal year 2023 allows for the repurchase of up to a
total of 300,000 converted common shares at $2.75 per share should the Company fail to meet the Regulation A Tier II offering of $5.00
per share. The holders of the April 2022 Notes have the right, at the holder's option, to convert the principal amount of this note, in
whole or in part, plus any interest which accrues hereon, into fully paid and nonassessable shares at a conversion price of $0.05 per
share for notes amounting to $102,000, $0.07 per share for notes amounting to $905,575, $0.70 per share for notes amounting to $309,200,
and $1.00 per share for notes amounting to $462,500 into the Company's common stock if before any public offering. The April 2022
Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an
event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts

the notes for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument
does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject
to a beneficial conversion feature ("BCF") and determined that the instrument has a BCF. A BCF exists if the conversion price
of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price
is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of
the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional
paid in capital and as a debt discount in the Balance Sheet. The debt discount is accreted over the term of the convertible notes to interest
expense in the accompanying consolidated Statements of Operations.

 During the fiscal year 2023, noteholders elected to
convert the aggregate principal amount of the Notes totaling $1,776,275, into 15,838,150 common shares ($1,689,275 has been converted
into 14,956,717 common shares and $87,000 has been converted into 881,433 common shares to be issued). As of December 31, 2023, there

 $4,000,000 Promissory Note

a Membership Interest Purchase Agreement ("Agreement") with Fourth & One with respect to the sale and transfer of 51.5%
of Fourth & One's interest in WCMH giving the Company a 30.9% ownership in WCMH for consideration totaling $5,450,000. In exchange,
the Company issued Fourth & One a promissory note of $4,000,000 and 2,000 RoRa Prime Coins ("Coins"), valued at $1,450,000
(combined "Related Liabilities"). On May 30, 2023, the Fourth & One agreement contingencies were removed and the Company
recorded an investment and Related Liabilities totaling $5,450,000 ($4,000,000 as a convertible promissory note and $1,450,000 presented
as other current liabilities in the balance sheet). Fourth & One converted the promissory note of $4,000,000 into 2,000,000 shares
of the Company's common stock. Should the Coins not go "live" by August 30, 2023, the Company will exchange the Coins
requirement with 725,000 shares of the Company's common stock, valued at $1,450,000 ("Exchange"), but Fourth & One
must first exercise their right to return the Coins to the Company. On November 17, 2023, Fourth & One exercised their right and returned
the 2,000 Coins to finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000 common shares. In addition,
the Amendment allows for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share should the Company fail to meet
the Regulation A Tier II offering of $3.00 per share by December 31, 2023. As of the date of this filing, the Securities and Exchange
Commission ("SEC") has not authorized the Company's Regulation A Tier II offering and therefore, the Amendment for the
repurchase of up to a total of 2,725,000 common shares at $3.00 per share remains a contingency. On December 31, 2023, the Agreement was
mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth &
One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the Company's investment

 On May 13, 2022, the Company issued a convertible
promissory note in the principal amount totaling $40,000,000 in exchange for 50,000 RoRa Prime Coins ("Coins"), valued at
$800 per Coin. The convertible promissory note bears no interest and is due and payable in twenty-four (24) months. The holder of this
Note has the right, at the holder's option, to convert the principal amount of this Note, in whole or in part, into fully paid and nonassessable
shares at a conversion price of $2.00 per share. As amended effective May 7, 2023, the Convertible Promissory Note shall not be enforceable
until such time as the Holder's consideration, RoRa Coin is "live" on an exchange, or swap engine, and available through
a mutually agreed upon cryptocurrency wallet such as NyX, MetaMask, Exodus, Ledger, or similar. The expected date for being live is in
December 2023. The parties agree to establish a time is of the essence date of December 31, 2023 for Holder to meet the "live"
requirement. Should Holder not meet the "live" requirement by December 31, 2023, then Borrower shall return all RoRa Coins
and Holder shall release all claims on any shares or Convertible Promissory Note, Conversion rights shall not vest until such time as
the holder's consideration, Coins are live on a U.S. Exchange and available through a mutually agreed upon cryptocurrency wallet.
Subsequent to the Coins live date and before the holder coverts the Note, should the Company issue any dilutive security, the conversion
price will be reduced to the price of the dilutive issuance. The Note includes customary events of default, including, among other things,
payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension
of the Company's Common Stock from trading. If such an event of default occurs, the holders of the Note may be entitled to take
various actions, which may include the acceleration of amounts due under the Note as described above. The Company is currently in discussions
with the Holder to extend the "live" requirement. With regard to the amended agreement that featured a December 31, 2023 manifestation
deadline, both parties have mutually agreed to await the approval of the RORAP coins presence on the Monetaforge Marketplace by the first
week of April 2024, which will facilitate the beginning of RORAP's presence on multiple digital coin exchange platforms over the
next 90 days".

the notes for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument

a Membership Interest Purchase Agreement ("Agreement") with Fourth & One with respect to the sale and transfer of 51.5%
of Fourth & One's interest in WCMH giving the Company a 30.9% ownership in WCMH for consideration totaling $5,450,000 for the
Kinsley Mountain mineral, resources, and water rights. In exchange, the Company issued Fourth & One a promissory note of $4,000,000
and 2,000 RoRa Prime Coins ("Coins"), valued at $1,450,000 (combined "Related Liabilities"). On May 30, 2023,
the Fourth & One agreement contingencies were removed and the Company recorded an investment and Related Liabilities totaling $5,450,000
($4,000,000 as a convertible promissory note and $1,450,000 presented as other current liabilities). Fourth & One converted the promissory
note of $4,000,000 into 2,000,000 shares of the Company's common stock. Should the Coins not go "live" by August 30,
2023, the Company will exchange the Coins requirement with 725,000 shares of the Company's common stock, valued at $1,450,000 ("Exchange"),
but Fourth & One must first exercise their right to return the Coins to the Company. On November 17, 2023, Fourth & One exercised
their right and returned the 2,000 Coins to finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000
common shares. In addition, the Amendment allows for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share should
the Company fail to meet the Regulation A Tier II offering of $3.00 per share by December 31, 2023. As of the date of this filing, the
Securities and Exchange Commission ("SEC") has not authorized the Company's Regulation A Tier II offering and therefore,
the Amendment for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share remains a contingency. On December 31,
2023, the Agreement was mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier
II offering. Fourth & One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the
Company's investment in Fourth & One of $5,450,000.

and December 28, 2022, Mr. Ricardo Haynes, the Company's Chief Executive Officer and President ("CEO") entered into
an Employment Agreement with the Company. The Employment agreement terminates September 30, 2027 and automatically renews on a year-to-year
basis unless terminated by either party on six months' notice. In addition, Mr. Haynes is entitled to employee reimbursements totaling
$820 per month, entitled to six (6) weeks paid vacation each year, provides for medical and dental insurance, and entitled to stock options
upon the implementation of a Company employee option plan. Under this Employment agreement, the CEO will be entitled to the following:

 Base salary of $11,000 per month paid on a bi-weekly basis starting January 2, 2023.

 7,500,000 newly issued Preferred A shares of TNRG stock CUSIP (88604Y209) Cert No. 400002.

 750 newly issued Preferred B shares of TNRG stock CUSIP (88604Y209), Cert. No. 500002.

 1,500 newly issued Preferred C shares of TNRG stock CUSIP (8860Y209), Cert No. 600002.

 $7,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 Base salary increased to $13,500 per month on a bi-monthly basis starting January 15, 2024. The Company also approved a one-time $50,000 advance against future monthly compensation to be repaid $4,167 per payment through December 15, 2024.

 5,000,000 shares of TNRG common stock in the Company upon the effectiveness of the Company's S-1.

Agreements with individuals for positions in the Company. Each of the Employment agreements shall begin October 1, 2022 and terminate
September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months notice. In addition,
each employee is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation each year, provides
for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option plan. Under these
Employment agreements, each employee will be entitled to the following:

 o

 $24,000 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 o

 o

 $12,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 o

 o

 $3,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 o

 o

 $2,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 o

 On April 6, 2022, as amended on December
2, 2022, the Company entered into a Consulting Agreement with Top Flight Development, LLC ("Top Flight"), an entity controlled
by the father of the Company's Director Real Estate Development, to provide consulting services to the Company. The consulting agreement
is in effect until the Company is profitable with a balance sheet of over $400 million or thirty-six (36) months, whichever is longer.

 1.

 a total of 15,000,000 common shares issued on the inception of the agreement of April 6, 2022, valued at $450,000 (based on the Company's stock price on the date of issuance) and vesting immediately. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 2.

 Up to 50,000,000 common shares and $6,000,000 as bonuses based on the goals outlined in the agreement as follows:

 a total of 5,000,000 common shares issued on December 15, 2022, valued at $1,000 (based on the Company's stock price on the date of issuance), vesting immediately, and a bonus of $400,000 resulting from the Company's execution of the Joint Marketing and Advertising Agreement with the Las Vegas Aces professional Women's basketball team. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 a total of 12,000,000 common shares issued on January 5, 2023, valued at $1,140,000 (based on the Company's stock price on the date of issuance), vesting immediately (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company's investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company's Consolidated Statements of Operations as of December 31, 2023.

 a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $2,800,000 resulting from the activation of the $40,000,000 RoRa coins on a recognized exchange which is expected to occur in June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to activate the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023

 a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $1,600,000 resulting from the Company's investment and promotion of Bear Village Resort's facilities in Tennessee and Georgia which is expected to occur subsequent to the Company's Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023

 3.

 Shall be paid $21,000 per month beginning May 2022 increasing to $25,000 per month beginning January 2023.

 4.

 Additional awards may be made at the Company's discretion based on other strategic goals. There were no additional awards granted for the year ended December 31, 2023.

the Company paid Top Flight $368,700 ($153,000 for monthly consulting services and $215,700 for goals-based bonus) and $324,600 ($171,600
for monthly consulting services and $153,000 for goals-based bonus), respectively, with a balance due of $205,300 and $247,000 as of December
31, 2023 and 2022, respectively. In January 2024, the Company paid Top Flight $525,000 ($205,300 balance due on consulting services due
as of December 31, 2023 and $319,700 paid in advance for 2024 consulting services).

Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is
profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement,
the third party will be entitled to a total of 5,000,000 common shares, valued at $150,000 (based on the Company's stock price on
the date of issuance) and vesting immediately. The shares are included under Common stock to be
issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted
into 5,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000)
votes and converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, the consultant converted 5,000
shares of the Series B Convertible Preferred Stock into 5,000,000 common shares.

Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is
profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement,
the third party will be entitled to a total of 2,000,000 common shares, valued at $60,000 (based on the Company's stock price on
the date of issuance) and vesting immediately. The shares are included under Common stock to be
issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted
into 2,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000)
votes and converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, the consultant converted 2,000
shares of the Series B Convertible Preferred Stock into 2,000,000 common shares.

Agreement to issue an additional 100 shares of Series B Convertible Preferred Stock, vesting immediately. The consultant elected to exchange
these shares for an aggregate of 100,000 common shares as each Series B Convertible Preferred share converts into one thousand (1,000)

14,000,000 restricted common shares to three third parties, valued at $951,500 (based on the estimated fair value of the stock on the

restricted common shares to a third party, valued at $26,300 (based on the estimated fair value of the stock on the date of grant) to

the return of his investment capital of $1,000 in exchange for the return of 14,286 shares of the Company's common stock that the
shareholder received through the conversion of his convertible note. The Company paid the $1,000 on February 5, 2024.

a Joint Marketing and Advertising Agreement with the Las Vegas Aces ("Aces") professional Women's basketball team. The
Aces shall provide the Company branding, digital advertising, and partner marketing and advertising for payments totaling $875,000, $901,250,
and $928,288 for the years 2023, 2024, and 2025, respectively. The agreement is effective December 15, 2022 through December 31, 2025,
with an option to extend for an additional two years, unless terminated sooner. During the years ended December 31, 2023 and 2022, the
Company made payments of $50,000 and $0, respectively, to the Aces with a balance due of $825,000 and $36,745 as of December 31, 2023
and 2022, respectively. In January 2024, the Company made a payment of $75,000 to the Aces.

engagement letter with SP Securities LLC in which SP Securities will serve as a corporate advisor for the Company's market value
collateralized bond obligation program. The consulting fee shall be a cash fee in the amount of (i) $15,000 due and payable at the signing
of this Agreement and $10,000 due and payable on April 17, 2023 and (ii) $15,000 due and payable on the 1st day of each succeeding calendar
month, commencing on May 1, 2023. The Company has paid a retainer fee of $40,000 during the year ended December 31, 2023 with a prepaid
balance of $40,000 and $0 as of December 31, 2023 and 2022, respectively.

Legal Services Agreement with The George Law Group in connection with an issuance of multi-tranched securitization ("Financing")
which shall utilize a pledge of the Company's stock and other properties currently owned or under the Company's control. The
legal fee shall be one-half of one percent (0.5%) of the par amount of any Financing. The Company has paid retainers of $36,020 and $42,000
during the years ended December 31, 2023 and 2022, respectively, with a prepaid balance of $78,020 and $42,000 as of December 31, 2023

market value collateralized bond obligation program, the Company entered into a Credit Rating Agreement with Moody's Investor Service
("Moody's") in which Moody's will evaluate the relative future creditworthiness of the collateralized bond obligation
program. The credit rating fee shall be 7% of the issuance plus initial fees of approximately $115,000 and an annual monitoring fee of

 In July 2023, the Company acquired all of the
intellectual property of Bear Village, Inc. ("Bear Village") in exchange for 3,567,587 shares of the Company's common
stock. The common stock shall be distributed by Bear Village to their convertible note holders, who are owed a total of $249,750, in proportion
to each note holder's amount due to ensure they are repaid/satisfied, if the note holders were to convert their convertible note
into common shares. As Bear Village shares common ownership with Thunder Energies, the Company treated this transaction in accordance
with ASC 805-50-30-5 and has recognized the purchased intellectual property at the carrying value recognized by Bear Village of $0, resulting
in the Company recognizing $3,568 as a reduction of additional paid-in capital.

 In January 2024, the Company executed an agreement
with a third party Engineering and Construction Services company for Engineering and Environmental Services ("Services") for
the Bear Village and development project totaling $436,060 (including a retainer of $109,015). The Company made a payment of $80,000 toward
the retainer in January 2024. The Services include Environmental Site Assessment; Boundary, Topographic, and Tree Location Survey; Geotechnical
assistance; Design Engineering Services; Permitting; and, Landscape Architecture.

 In February 2024, the Company executed an agreement
with a third party consulting firm to prepare a feasibility study and EB-5 portal representation for foreign investment for the Bear Village
and development project in Georgia totaling $18,000. Congress created the EB-5 Program in 1990 to
stimulate the U.S. economy through job creation and capital investment by foreign investors.

Date"), the Company entered into a Land Purchase and Sale Agreement ("Land Purchase") to acquire 65.9 acres located
at 0 Highway 59, Commerce, Georgia 30530 further described in the deed book as TR1 PB E-140 & TR 2 PB 36-95 for a purchase price of
$4,942,500. The property is being sold subject to an earnest money payment of $75,000 on or before November 23, 2023, as amended, and
a due diligence period of 90 days from the Binding Agreement Date. The scheduled closing date of the Land Purchase is May 1, 2024, as
amended. On January 31, 2024, the Company paid the earnest money of $75,000.

 Description of Business

 TNRG was
founded in April 2010 and underwent new management as of April 2022. The new team's singular objective is to rapidly increase the current
and future shareholder value of its stock by divesting from its stagnant CBD/Hemp retail cannabidiol business model and expanding its
investments footprint into the following business sectors to create a diversified portfolio of cash flowing assets such as the following:

 Diversified cash flowing assets such as fixed-income

 Commercial real estate projects that include resorts and associated timeshare and condo developments

 Entertainment venues including indoor outdoor water parks, family entertainment centers, adventure parks

 Residential real estate projects that include eco-friendly multi-family housing and

 Precious metal/mineral mining ventures

 Company
Mission

 Our mission
is to protect our investors through a diversified asset base with various asset classes that allow it to stay liquid and self-sufficient.
A diverse balance sheet also helps to head off any unforeseeable market shifts and political changes around the globe, which are critically
important in uncertain times. Our new team of experienced leaders have created an exciting vision that is still in the early stages of
redevelopment and growth, yet one that promises to offer investors an opportunity to take part in an exciting journey right from the start.

 Business Objective

 The principal business objective is to generate
revenue through strategic partnerships and joint ventures that focus on income generation coupled with capital preservation through proactive
portfolio management utilizing a conservative liquidity and investment posture to optimize returns to our shareholders. We achieve this
vision through prudent management of borrowed funds together with our capital and shareholders' equity that is invested primarily
in a diversified balance sheet of real estate investments and fixed-income that earns the spread between the yield on our assets and the
cost of our borrowings and hedging activities. The business is financed by an appropriate mix of shareholders' equity and the sale
of corporate debt to achieve its primary business objective of an annual return on equity greater than its cost of equity, while maintaining
a sound financial structure. This is achieved by rigorous due diligence to vet assets and investments that have significant upside potential
while minimizing risks through an investment strategy that pursues an "absolute return" or positive returns to preserve investor
capital and returns to our shareholders. We believe that our business objectives are supported through our long-term conservative financial
vision, the diversity of our investment strategy and comprehensive risk management approach to preserve investor capital for our shareholders.

 Fixed-Income Strategy

 This strategy enables the company to maximize
profitability by taking advantage of different market cycles, while diversifying risk. The company's investment objective is to
generate consistent capital appreciation over the long-term, with relatively low volatility with the pursuit of an "absolute return"
or seeking to achieve positive returns, by, for example, taking long and short positions and by engaging in various hedging strategies,
regardless of the performance of the traditional equity and fixed income markets. Additionally, from time to time, the company may use
derivative instruments, such as total return swaps or other structured products and may invest, to a limited extent, in registered investment
companies, including exchange-traded funds.

 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 1C. Cybersecurity

 Our board of directors and senior management recognize
the critical importance of maintaining the trust and confidence of our clients, business partners and employees. Our management, led by
our Chief Executive Officer, are actively involved in oversight of our risk management efforts, and cybersecurity represents an important
component of the Company's overall approach to enterprise risk management ("ERM"). Our cybersecurity processes and practices
are fully integrated into the Company's ERM efforts. In general, we seek to address cybersecurity risks through a cross-functional
approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by
identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

 Risk Management and Strategy

 As one of the critical elements of our overall
ERM approach, our cybersecurity efforts are focused on the following key areas:

 Governance:
 Management oversees cybersecurity risk mitigation and reports to the board of directors any cybersecurity
 incidents.

 Collaborative Approach: We have
 implemented a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also
 implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions
 regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.

 Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.

 We have not engaged third-party service providers
to conduct evaluations of our security controls, independent audits or consulting on best practices to address new challenges.

 While we have not experienced any cybersecurity
threats in the past in the normal course of business, in the future, we may not be successful in preventing or mitigating a cybersecurity
incident that could have a material adverse effect on us.

 Item 2. Properties.

 Our corporate address is 1100 Peachtree Street
NE, Suite 200, Atlanta, Georgia, 30309

 We believe that our existing facilities are adequate
for our current needs and that we will be able to lease suitable additional or alternative space on commercially reasonable terms if and
when we need it.

 Item 3. Legal Proceedings.

 From time to time, various lawsuits and legal
proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result
in these, or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings
or claims that it believes will have a material adverse effect on its business, financial condition or operating results except:

 On March 27, 2023, Moshe Zuchaer ("Plaintiff")
filed a complaint against Thunder Energies Corporation ("Thunder") in the pending 17th Judicial Circuit Court in and for Broward
County, Florida, (the "Florida Court"), Case Number CACE-23-011885 (the "Complaint").

 The complaint alleges that the Plaintiff holds
a matured convertible promissory note totaling $487,372 comprised of $410,000 principal and $77,372 accrued interest. In addition, Mr.
Zuchaer claims he is entitled to a default premium equaling 5% of the outstanding principal and interest and a per diem interest of approximately
$90.

 On December 21, 2023, the Company was notified that
Zuchaer was awarded a judgement in the amount of approximately $527,498 plus costs and attorney fees for a judgement totaling $533,268.
In addition, Mr. Zuchaer is entitled to interest at the rate of approximately $117 per day from August 10, 2023 through September 15,
2023, all of which shall bear interest thereafter at the rate of 5.52% per year. The Company has recorded this liability under short-term

 A court hearing has been scheduled for June 20, 2024
in which the Company must appear to explain why the Company has failed to comply with the judgement.

 No assurance can be made that this matter together
with the potential for reputational harm, will not result in a material financial exposure, which could have a material adverse effect
on the Company's financial condition, results of operations, or cash flows.

 We may become involved in material legal proceedings
in the future. To the best our knowledge, none of our directors, officers or affiliates is involved in a legal proceeding adverse to our
business or has a material interest adverse to our business.

 Item 4. Mine Safety Disclosures.

 On January 5, 2023, the Company entered into a
Membership Interest Purchase Agreement ("Agreement") with Fourth & One, LLC ("Fourth & One") with respect
to the sale and transfer of 51.5% of Fourth & One's interest in WC Mine Holdings, LLC ("WCMH") giving the Company
a 30.9% ownership in WCMH for consideration totaling $5,450,000 for the Kinsley Mountain mineral, resources, and water rights. TNRG recently
engaged three licensed geologists to assess the preliminary value of the minerals at Kinsley Mountain on the 4 patented and 98 unpatented
claims by drone surveillance, a small collection of surface samples and historical information at Kinsley Mountain and neighboring geological
formations. The Kinsley project is located in the Kinsley Mountains in Elko and White Pine counties, northeastern Nevada, approximately
150 kilometers northeast of Ely, Nevada, and 83 kilometers southwest of West Wendover, Nevada. Access is via paved U.S. Highway Alternate
93 to approximately 65 kilometers southwest of the town of West Wendover, Nevada, and then south for 18 kilometers on an improved gravel
road, known as the Kinsley Mountain mine road, to the project site. The approximate geographic center of the Kinsley project is 40
09 N latitude and 114 20 W longitude.

 Section 1503(a) of the Dodd-Frank Wall Street
Reform and Consumer Protection Act ("Section 1503(a)") requires the Company to present certain information regarding mining
safety in its periodic reports filed with the Securities and Exchange Commission.

 The following table reflects citations, orders
and notices issued to the Company and Fourth & One by MSHA during the year ended December 31, 2023 (the "Reporting Period")
and contains certain additional information as required by Section 1503(a) and Item 104 of Regulation S-K, including information
regarding mining-related fatalities, proposed assessments from MSHA and legal actions ("Legal Actions") before the Federal
Mine Safety and Health Review Commission, an independent adjudicative agency that provides administrative trial and appellate review of
legal disputes arising under the Mine Act.

 Included below is the information required by
Section 1503(a) with respect to the beryllium mining complex (MSHA Identification Number 4200706) for the Reporting Period:

 Responses

 (A)

 Total number of alleged violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under Section 104 of the Mine Act for which the Company and Fourth & One received a citation from MSHA

 (B)

 Total number of orders issued under Section 104(b) of the Mine Act

 (C)

 Total number of citations and orders for alleged unwarrantable failure by the Company and Fourth & One to comply with mandatory health or safety standards under Section 104(d) of the Mine Act

 (D)

 Total number of alleged flagrant violations under Section 110(b)(2) of the Mine Act

 (E)

 Total number of imminent danger orders issued under Section 107(a) of the Mine Act

 (F)

 Total dollar value of proposed assessments from MSHA under the Mine Act

 $0

 (G)

 Total number of mining-related fatalities

 (H)

 Received notice from MSHA of a pattern of violations under Section 104(e) of the Mine Act

 No

 (I)

 Received notice from MSHA of the potential to have a pattern of violations under Section 104(e) of the Mine Act

 No

 (J)

 Total number of Legal Actions pending as of the last day of the Reporting Period

 (K)

 Total number of Legal Actions instituted during the Reporting Period

 (L)

 Total number of Legal Actions resolved during the Reporting Period

 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 April 15, 2024, there are 119,590,516 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, 2023. The following prices reflect inter-dealer
prices without retail markup, markdown or commissions and may not reflect actual transactions.

 High

 Low

 Quarters ending in 2023

 March 31

 $
 0.13

 $
 0.0307

 June 30

 0.13

 0.051

 September 30

 0.14

 0.0537

 December 31

 $
 0.1247

 $
 0.0159

 Quarters ending in 2022

 March 31

 $
 0.0489

 $
 0.025

 June 30

 0.14

 0.023

 September 30

 0.05

 0.05

 December 31

 $
 0.095

 $
 0.0002

 (b) Holders

 As of December 31, 2023, the Company had 226 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.

 Recent Sales of Unregistered Securities.

 In December
2023, Fourth and One converted the other current liabilities of $1,450,000 into 725,000 shares of the Company's common stock.
On December 31, 2023, the Agreement was mutually cancelled as the Agreement would not allow the Company to meet the requirements of a
Regulation A Tier II offering. Fourth & One returned a total of 2,725,000 common shares and were cancelled by the Company resulting
in the write-off of the Company's investment in Fourth & One of $5,450,000.

 During the three months ended December 31, 2023,
twenty-three third party investors elected to convert the aggregate principal amount of the Notes totaling $485,500, into 2,834,858 common
shares

restricted common shares to a third party, valued at $26,300 (based on the estimated fair value of the stock on the date of grant) to

the return of his investment capital of $1,000 in exchange for the return of 14,286 shares of the Company's common stock that the
shareholder received through the conversion of his convertible note. The Company paid the $1,000 on February 5, 2024.

 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.

 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.

 Corporate History and Background

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

 On July 29, 2013, the Company filed with the Florida
Secretary of State, Articles of Amendment to its Articles of Incorporation (the "Amendment") which changed the name of the
Company from CCJ Acquisition Corp. to Thunder Fusion Corporation. The Amendment also changed the principal office address of the Company
to 150 Rainville Road, Tarpon Springs, Florida 34689. On May 1, 2014, the Company filed with the Florida Secretary of State, Articles
of Amendment to its Articles of Incorporation (the "Amendment") which changed the name of the Company from Thunder Fusion
Corporation to Thunder Energies Corporation. The Company subsequently changed its principal office address to 3017 Greene St., Hollywood,
Florida 33020.

 On March 24, 2020, the Company announced its operational
affiliate plans with Saveene. Com Inc. ("Saveene") the preferred shareholder. Under the agreement, Saveene granted the Company
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, the Company gained access to several patent-pending technologies and the entire Saveene back office that focuses on the
yacht and jet industry sector. This operational affiliate plan with Saveene. Com allowed the Company to offer a white-label type solution
and original equipment manufacturer under the Company's own brand name Nacaeli, dispensing the need to acquire and carry any inventory.
All future Company 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, the Company
held a meeting and voted to create two separate classes of preferred shares, Class "B" preferred shares 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 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's 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 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 is Non-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.

 Acquisition of TNRG Preferred Stock

 Fiscal Year 2022

 On February 28, 2022,
Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer, each as an individual and principal shareholders
of Bear Village, Inc., a Wyoming corporation, (the "Purchaser") personally acquired 100% of the issued and outstanding shares
of preferred stock (the "Preferred Stock") of Thunder Energies Corporation, a Florida corporation, (the "Company"
or the "Registrant") from Mr. Yogev Shvo, an individual domiciled in Florida (the "Seller"). (The "Purchase")
The consideration for the purchase was provided to the Purchaser from the individual's private funds.

 The Preferred Stock acquired
by the Purchaser consisted of:

 1.

 50,000,000 shares of Series A Convertible Preferred Stock wherein each share is entitled to fifteen (15) votes and converts into ten (10) shares of the Company's common stock.

 2.

 5,000 shares of Series B Convertible Preferred Stock wherein each share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 3.

 10,000 shares of Series C Non-Convertible Preferred Stock wherein each share is entitled to one thousand (1,000) votes and is non-convertible into shares of the Company's common stock.

 As a result of the 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.

 As part of the Purchase
on April 13, 2022, Mr. Shvo submitted 55,000,000 shares of restricted common stock to the Company's treasury for cancellation.

 The purchase price of
$50,000 for the Preferred Stock was paid in cash. The consideration for the purchase was provided to the Seller by the Company on behalf
of the Purchasers. The Company had been in discussions with the Purchasers for repayment and finalized the Employment Agreements ("Employment
Agreements") on October 1, 2022 for positions in the Company. As a result, the Company recorded the purchase price as compensation
on March 1, 2022. The Purchase of the Preferred Stock was the result of a privately negotiated transaction
which consummation resulted in a change of control of the Registrant.

 1)

 Purchaser acquired TNRG subject to the following existing debt and obligations:

 a.

 $35,000 Convertible Note held by ELSR plus accrued interest

 b.

 $85,766 Convertible Note held by ELSR plus accrued interest

 c.

 $220,000 Convertible Note held by 109 Canon plus accrued interest

 d.

 $410,000 Convertible Note held by Moshe Zucker plus accrued interest of which $190,000 has recently been converted into 3,800,000 shares of restricted common stock.

 e.

 Auditor Invoice estimated at $30,000 past due and $37,000 for completion of 2021

 f.

 Accountant Invoice estimated at $42,500 and approximately $4,500 for completion of 2021

 g.

 No other debt or liability is being assumed by Purchaser

 h.

 Purchaser specifically assumes no liability regarding any dispute between Orel Ben Simon and the Seller. Seller shall indemnify Company as required in the body of the Agreement.

 i.

 Company may be subject to potential liability and legal fees and associated costs regarding the FCV Matter if in excess of the Seller indemnification provisions set forth in Section 11 of the Agreement

 j.

 Purchaser on behalf of the Company is responsible for assuring the Company's timely payment of all Company federal and state and any related tax obligations for fiscal year 2021 with the exception of taxes due relating to income, sales, license, business or any other taxes associated with Nature and HP

 2)

 The transfer to Seller of all of TNRG's security ownership interest in each of Nature and HP to Seller shall include the following existing Nature debt and related matters:

 a.

 EIDL Loan ($149,490 plus $9,290 accrued interest)

 b.

 $72,743 note due to Orel Ben Simon plus accrued interest

 c.

 All cases in action and potential legal liabilities concerning current disputes with Nature, HP, Ben Simon, Seller and any other parties.

 As a result of the Purchase
and change of control of the Registrant, the existing officers and directors of the Company, Mr. Adam Levy, Mr. Bruce W.D. Barren, Ms.
Solange Bar and Mr. Yogev Shvo (Chairman) have either resigned or been voted out of their positions.

 Under the terms of the stock purchase agreement
the new controlling shareholder was permitted to elect representatives to serve on the Board of Directors to fill the seat(s) vacated
by prior directors. Mr. Ricardo Haynes became the sole Director, CEO and Chairman of the Board of the Registrant, and the acting sole
officer of the Company.

 Description of Business

 TNRG was
founded in April 2010 and underwent new management as of April 2022. The new team's singular objective is to rapidly increase the current
and future shareholder value of its stock by divesting from its stagnant CBD/Hemp retail cannabidiol business model and expanding its
investments footprint into the following business sectors to create a diversified portfolio of cash flowing assets such as the following:

 Diversified cash flowing assets such as fixed-income

 Commercial real estate projects that include resorts and associated timeshare and condo developments

 Entertainment venues including indoor outdoor water parks, family entertainment centers, adventure parks

 Residential real estate projects that include eco-friendly multi-family housing and

 Precious metal/mineral mining ventures

 TNRG recently engaged three licensed geologists
to assess the preliminary value of the minerals at Kinsley Mountain on the 4 patented and 98 unpatented claims by drone surveillance,
a small collection of surface samples and historical information at Kinsley Mountain and neighboring geological formations.

 Company
Mission

 Our mission
is to protect our investors through a diversified asset base with various asset classes that allow it to stay liquid and self-sufficient.
A diverse balance sheet also helps to head off any unforeseeable market shifts and political changes around the globe, which are critically
important in uncertain times. Our new team of experienced leaders have created an exciting vision that is still in the early stages of
redevelopment and growth, yet one that promises to offer investors an opportunity to take part in an exciting journey right from the start.

 Business Objective

 The principal business objective is to generate
revenue through strategic partnerships and joint ventures that focus on income generation coupled with capital preservation through proactive
portfolio management utilizing a conservative liquidity and investment posture to optimize returns to our shareholders. We achieve this
vision through prudent management of borrowed funds together with our capital and shareholders' equity that is invested primarily
in a diversified balance sheet of real estate investments and fixed-income that earns the spread between the yield on our assets and the
cost of our borrowings and hedging activities. The business is financed by an appropriate mix of shareholders' equity and the sale
of corporate debt to achieve its primary business objective of an annual return on equity greater than its cost of equity, while maintaining
a sound financial structure. This is achieved by rigorous due diligence to vet assets and investments that have significant upside potential
while minimizing risks through an investment strategy that pursues an "absolute return" or positive returns to preserve investor
capital and returns to our shareholders. We believe that our business objectives are supported through our long-term conservative financial
vision, the diversity of our investment strategy and comprehensive risk management approach to preserve investor capital for our shareholders.

 Fixed-Income Strategy

 This strategy enables the company to maximize
profitability by taking advantage of different market cycles, while diversifying risk. The company's investment objective is to
generate consistent capital appreciation over the long-term, with relatively low volatility with the pursuit of an "absolute return"
or seeking to achieve positive returns, by, for example, taking long and short positions and by engaging in various hedging strategies,
regardless of the performance of the traditional equity and fixed income markets. Additionally, from time to time, the company may use
derivative instruments, such as total return swaps or other structured products and may invest, to a limited extent, in registered investment
companies, including exchange-traded funds.

 Recent Developments

 In April 2023, the Company advanced an officer
$3,000 with no amounts repaid. The Company is in process to have this amount repaid.

restricted common shares to a third party, valued at $26,300 (based on the estimated fair value of the stock on the date of grant) to

14,000,000 restricted common shares to three third parties, valued at $951,500 (based on the estimated fair value of the stock on the

 On October 9, 2023, Mr. Haynes
gifted 140,000 common shares to a convertible noteholder of the Company.

of common stock (90,000,000 shares from related parties and 7,100,000 shares from third parties) elected to exchange these shares for
an aggregate of 97,100 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand
(1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

Series B Convertible Preferred Stock (46,900 shares from related parties, including 15,400 shares from Top Flight, and 7,100 shares from
third parties) elected to exchange these shares for an aggregate of 54,000,000 shares of common stock. Each Series B Convertible Preferred

 On January 19, 2023, the Company initiated a Reg
A Tier II offering of up to 75,000,000 of the Company's common stock at $5.00 per share. The Company expects that, not including
state filing fees, the amount of expenses of the offering that it will pay will be approximately $3,700,000 based on the maximum number
of shares sold in this offering.

 On January 5, 2023, the Company entered into a
Membership Interest Purchase Agreement ("Agreement") with Fourth & One, LLC ("Fourth & One") with respect
to the sale and transfer of 51.5% of Fourth & One's interest in WC Mine Holdings, LLC ("WCMH") giving the Company
a 30.9% ownership in WCMH for consideration totaling $5,450,000 for the Kinsley Mountain mineral, resources, and water rights. The preliminary
appraisal of the property is estimated at approximately $33 million. TNRG recently engaged three licensed geologists to assess the preliminary
value of the minerals at Kinsley Mountain on the 4 patented and 98 unpatented claims by drone surveillance, a small collection of surface
samples and historical information at Kinsley Mountain and neighboring geological formations. The Kinsley project is located in the Kinsley
Mountains in Elko and White Pine counties, northeastern Nevada, approximately 150 kilometers northeast of Ely, Nevada, and 83 kilometers
southwest of West Wendover, Nevada. Access is via paved U.S. Highway Alternate 93 to approximately 65 kilometers southwest of the town
of West Wendover, Nevada, and then south for 18 kilometers on an improved gravel road, known as the Kinsley Mountain mine road, to the
project site. The approximate geographic center of the Kinsley project is 40 09 N latitude and 114 20 W longitude.
On December 31, 2023, the Agreement was mutually cancelled as the Agreement would not allow the Company to meet the requirements of a
Regulation A Tier II offering. Fourth & One returned the 2,725,000 common shares and were cancelled by the Company resulting in the
write-off of the Company's investment in Fourth & One of $5,450,000.

a Joint Marketing and Advertising Agreement with the Las Vegas Aces ("Aces") professional Women's basketball team. The
Aces shall provide the Company branding, digital advertising, and partner marketing and advertising for payments totaling $875,000, $901,250,
and $928,288 for the years 2023, 2024, and 2025, respectively. The agreement is effective December 15, 2022 through December 31, 2025,
with an option to extend for an additional two years, unless terminated sooner.

 Common Stock To Be Issued

 As of December 31, 2023, the Company has converted
2022 April Convertible Notes worth of $87,000 into 881,433 common shares to be issued.

the return of his investment capital of $1,000 in exchange for the return of 14,286 shares of the Company's common stock that the
shareholder received through the conversion of his convertible note. The Company paid the $1,000 on February 5, 2024.

of common stock (90,000,000 shares from related parties and 7,100,000 shares from third parties) elected to exchange these shares for
an aggregate of 97,100 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand
(1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

Series B Convertible Preferred Stock (46,900 shares from related parties, including 15,400 shares from Top Flight, and 7,100 shares from
third parties) elected to exchange these shares for an aggregate of 54,000,000 shares of common stock. Each Series B Convertible Preferred

 Short Term

promissory note ("2024 Note") in the principal amount of $1,000,000. The 2024 Note bears no interest and is due and payable
on July 31, 2024. The holder of the 2024 Note has the right, at the holder's option, to convert the principal amount of this note, in
whole or in part, into fully paid and nonassessable shares at a conversion price of $0.30 per share, or 3,333,333 shares. The 2024 Note
allows for the repurchase of up to a total of 3,333,333 converted common shares at $2.75 per share should the Company fail to meet the
Regulation A Tier II offering of $5.00 per share. The 2024 Note includes customary events of default, including, among other things, payment
defaults and certain events of bankruptcy. If such an event of default occurs, the holder of the Note may be entitled to take various
actions, which may include the acceleration of amounts due under the Note. Should the Company be insolvent, the holder has the right to
be made whole of their investment plus 20%. In addition, the Company executed a Technology Services Agreement with the noteholder giving
the noteholder a preference/option for all technology service projects of the Company in real estate development.

promissory notes ("April 2022 Notes") that varies from 0% to 10% per annum and are due and payable on various dates from December
31, 2022 through December 1, 2024 for aggregate gross proceeds of $1,776,275 (including $1,500 against which services were received) through
December 31, 2023. Notes totaling $325,000 issued in fiscal 2023 and December 2022 allows for the repurchase of up to a total of 421,428
converted common shares at $2.50 per share and notes totaling $300,000 issued in fiscal year 2023 allows for the repurchase of up to a
total of 300,000 converted common shares at $2.75 per share should the Company fail to meet the Regulation A Tier II offering of $5.00
per share. The holders of the April 2022 Notes have the right, at the holder's option, to convert the principal amount of this note, in
whole or in part, plus any interest which accrues hereon, into fully paid and nonassessable shares at a conversion price of $0.05 per
share for notes amounting to $102,000, $0.07 per share for notes amounting to $905,575, $0.70 per share for notes amounting to $309,200,
and $1.00 per share for notes amounting to $462,500 into the Company's common stock if before any public offering. The April 2022
Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an
event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts

the notes for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument
does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject
to a beneficial conversion feature ("BCF") and determined that the instrument has a BCF. A BCF exists if the conversion price
of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price
is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of
the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional
paid in capital and as a debt discount in the Balance Sheet. The debt discount is accreted over the term of the convertible notes to interest
expense in the accompanying consolidated Statements of Operations.

 During the fiscal year 2023, noteholders elected to
convert the aggregate principal amount of the Notes totaling $1,776,275, into 15,838,150 common shares ($1,689,275 has been converted
into 14,956,717 common shares and $87,000 has been converted into 881,433 common shares to be issued). As of December 31, 2023, there

 $4,000,000 Promissory Note

a Membership Interest Purchase Agreement ("Agreement") with Fourth & One with respect to the sale and transfer of 51.5%
of Fourth & One's interest in WCMH giving the Company a 30.9% ownership in WCMH for consideration totaling $5,450,000. In exchange,
the Company issued Fourth & One a promissory note of $4,000,000 and 2,000 RoRa Prime Coins ("Coins"), valued at $1,450,000
(combined "Related Liabilities"). On May 30, 2023, the Fourth & One agreement contingencies were removed and the Company
recorded an investment and Related Liabilities totaling $5,450,000 ($4,000,000 as a convertible promissory note and $1,450,000 presented
as other current liabilities in the balance sheet). Fourth & One converted the promissory note of $4,000,000 into 2,000,000 shares
of the Company's common stock. Should the Coins not go "live" by August 30, 2023, the Company will exchange the Coins
requirement with 725,000 shares of the Company's common stock, valued at $1,450,000 ("Exchange"), but Fourth & One
must first exercise their right to return the Coins to the Company. On November 17, 2023, Fourth & One exercised their right and returned
the 2,000 Coins to finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000 common shares. In addition,
the Amendment allows for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share should the Company fail to meet
the Regulation A Tier II offering of $3.00 per share by December 31, 2023. As of the date of this filing, the Securities and Exchange
Commission ("SEC") has not authorized the Company's Regulation A Tier II offering and therefore, the Amendment for the
repurchase of up to a total of 2,725,000 common shares at $3.00 per share remains a contingency. On December 31, 2023, the Agreement was
mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth &
One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the Company's investment

 On May 13, 2022, the Company issued a convertible
promissory note in the principal amount totaling $40,000,000 in exchange for 50,000 RoRa Prime Coins ("Coins"), valued at
$800 per Coin. The convertible promissory note bears no interest and is due and payable in twenty-four (24) months. The holder of this
Note has the right, at the holder's option, to convert the principal amount of this Note, in whole or in part, into fully paid and nonassessable
shares at a conversion price of $2.00 per share. As amended effective May 7, 2023, the Convertible Promissory Note shall not be enforceable
until such time as the Holder's consideration, RoRa Coin is "live" on an exchange, or swap engine, and available through
a mutually agreed upon cryptocurrency wallet such as NyX, MetaMask, Exodus, Ledger, or similar. The expected date for being live is in
December 2023. The parties agree to establish a time is of the essence date of December 31, 2023 for Holder to meet the "live"
requirement. Should Holder not meet the "live" requirement by December 31, 2023, then Borrower shall return all RoRa Coins
and Holder shall release all claims on any shares or Convertible Promissory Note, Conversion rights shall not vest until such time as
the holder's consideration, Coins are live on a U.S. Exchange and available through a mutually agreed upon cryptocurrency wallet.
Subsequent to the Coins live date and before the holder coverts the Note, should the Company issue any dilutive security, the conversion
price will be reduced to the price of the dilutive issuance. The Note includes customary events of default, including, among other things,
payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension
of the Company's Common Stock from trading. If such an event of default occurs, the holders of the Note may be entitled to take
various actions, which may include the acceleration of amounts due under the Note as described above. The Company is currently in discussions
with the Holder to extend the "live" requirement. With regard to the amended agreement that featured a December 31, 2023 manifestation
deadline, both parties have mutually agreed to await the approval of the RORAP coins presence on the Monetaforge Marketplace by the first
week of April 2024, which will facilitate the beginning of RORAP's presence on multiple digital coin exchange platforms over the
next 90 days".

the notes for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument

a Membership Interest Purchase Agreement ("Agreement") with Fourth & One with respect to the sale and transfer of 51.5%
of Fourth & One's interest in WCMH giving the Company a 30.9% ownership in WCMH for consideration totaling $5,450,000. In exchange,
the Company issued Fourth & One a promissory note of $4,000,000 and 2,000 RoRa Prime Coins ("Coins"), valued at $1,450,000
(combined "Related Liabilities"). On May 30, 2023, the Fourth & One agreement contingencies were removed and the Company
recorded an investment and Related Liabilities totaling $5,450,000 ($4,000,000 as a convertible promissory note and $1,450,000 presented
as other current liabilities in the balance sheet). Fourth & One converted the promissory note of $4,000,000 into 2,000,000 shares
of the Company's common stock. Should the Coins not go "live" by August 30, 2023, the Company will exchange the Coins
requirement with 725,000 shares of the Company's common stock, valued at $1,450,000 ("Exchange"), but Fourth & One
must first exercise their right to return the Coins to the Company. On November 17, 2023, Fourth & One exercised their right and returned
the 2,000 Coins to finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000 common shares. In addition,
the Amendment allows for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share should the Company fail to meet
the Regulation A Tier II offering of $3.00 per share by December 31, 2023. As of the date of this filing, the Securities and Exchange
Commission ("SEC") has not authorized the Company's Regulation A Tier II offering and therefore, the Amendment for the
repurchase of up to a total of 2,725,000 common shares at $3.00 per share remains a contingency. On December 31, 2023, the Agreement was
mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth &
One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the Company's investment

and December 28, 2022, Mr. Ricardo Haynes, the Company's Chief Executive Officer and President ("CEO") entered into
an Employment Agreement with the Company. The Employment agreement terminates September 30, 2027 and automatically renews on a year-to-year
basis unless terminated by either party on six months' notice. In addition, Mr. Haynes is entitled to employee reimbursements totaling
$820 per month, entitled to six (6) weeks paid vacation each year, provides for medical and dental insurance, and entitled to stock options
upon the implementation of a Company employee option plan. Under this Employment agreement, the CEO will be entitled to the following:

 Base salary of $11,000 per month paid on a bi-weekly basis starting January 2, 2023.

 7,500,000 newly issued Preferred A shares of TNRG stock CUSIP (88604Y209) Cert No. 400002.

 750 newly issued Preferred B shares of TNRG stock CUSIP (88604Y209), Cert. No. 500002.

 1,500 newly issued Preferred C shares of TNRG stock CUSIP (8860Y209), Cert No. 600002.

 $7,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 Base salary increased to $13,500 per month on a bi-monthly basis starting January 15, 2024. The
 Company also approved a one-time $50,000 advance against future monthly compensation to be repaid $4,167 per payment through
 December 15, 2024.

 5,000,000 shares of TNRG common stock in the Company upon the effectiveness of the Company's S-1.

Agreements with individuals for positions in the Company. Each of the Employment agreements shall begin October 1, 2022 and terminate
September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months notice. In addition,
each employee is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation each year, provides
for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option plan. Under these
Employment agreements, each employee will be entitled to the following:

 o

 $24,000 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 o

 o

 $12,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 o

 o

 $3,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 o

 o

 $2,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 o

 On April 6, 2022, as amended on December
2, 2022, the Company entered into a Consulting Agreement with Top Flight Development, LLC ("Top Flight"), an entity controlled
by the father of the Company's Director Real Estate Development, to provide consulting services to the Company. The consulting agreement
is in effect until the Company is profitable with a balance sheet of over $400 million or thirty-six (36) months, whichever is longer.

 1.

 a total of 15,000,000 common shares issued on the inception of the agreement of April 6, 2022, valued at $450,000 (based on the Company's stock price on the date of issuance) and vesting immediately. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 2.

 Up to 50,000,000 common shares and $6,000,000 as bonuses based on the goals outlined in the agreement as follows:

 a total of 5,000,000 common shares issued on December 15, 2022, valued at $1,000 (based on the Company's stock price on the date of issuance), vesting immediately, and a bonus of $400,000 resulting from the Company's execution of the Joint Marketing and Advertising Agreement with the Las Vegas Aces professional Women's basketball team. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 a total of 12,000,000 common shares issued on January 5, 2023, valued at $1,140,000 (based on the Company's stock price on the date of issuance), vesting immediately (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company's investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company's Consolidated Statements of Operations as of December 31, 2023.

 a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $2,800,000 resulting from the activation of the $40,000,000 RoRa coins on a recognized exchange which is expected to occur in June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to activate the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

 a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $1,600,000 resulting from the Company's investment and promotion of Bear Village Resort's facilities in Tennessee and Georgia which is expected to occur subsequent to the Company's Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

 3.

 Shall be paid $21,000 per month beginning May 2022 increasing to $25,000 per month beginning January 2023.

 4.

 Additional awards may be made at the Company's discretion based on other strategic goals. There were no additional awards granted for the year ended December 31, 2023.

the Company paid Top Flight $368,700 ($153,000 for monthly consulting services and $215,700 for goals-based bonus) and $324,600 ($171,600
for monthly consulting services and $153,000 for goals-based bonus), respectively, with a balance due of $205,300 and $247,000 as of December
31, 2023 and 2022, respectively. In January 2024, the Company paid Top Flight $525,000 ($205,300 balance due on consulting services due
as of December 31, 2023 and $319,700 paid in advance for 2024 consulting services).

Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is
profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement,
the third party will be entitled to a total of 5,000,000 common shares, valued at $150,000 (based on the Company's stock price on
the date of issuance) and vesting immediately. The shares are included under Common stock to be
issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted
into 5,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000)
votes and converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, the consultant converted 5,000
shares of the Series B Convertible Preferred Stock into 5,000,000 common shares.

Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is
profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement,
the third party will be entitled to a total of 2,000,000 common shares, valued at $60,000 (based on the Company's stock price on
the date of issuance) and vesting immediately. The shares are included under Common stock to be
issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted
into 2,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000)
votes and converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, the consultant converted 2,000
shares of the Series B Convertible Preferred Stock into 2,000,000 common shares.

Agreement to issue an additional 100 shares of Series B Convertible Preferred Stock, vesting immediately. The consultant elected to exchange
these shares for an aggregate of 100,000 common shares as each Series B Convertible Preferred share converts into one thousand (1,000)

14,000,000 restricted common shares to three third parties, valued at $951,500 (based on the estimated fair value of the stock on the

restricted common shares to a third party, valued at $26,300 (based on the estimated fair value of the stock on the date of grant) to

the return of his investment capital of $1,000 in exchange for the return of 14,286 shares of the Company's common stock that the
shareholder received through the conversion of his convertible note. The Company paid the $1,000 on February 5, 2024.

a Joint Marketing and Advertising Agreement with the Las Vegas Aces ("Aces") professional Women's basketball team. The
Aces shall provide the Company branding, digital advertising, and partner marketing and advertising for payments totaling $875,000, $901,250,
and $928,288 for the years 2023, 2024, and 2025, respectively. The agreement is effective December 15, 2022 through December 31, 2025,
with an option to extend for an additional two years, unless terminated sooner. During the years ended December 31, 2023 and 2022, the
Company made payments of $50,000 and $0, respectively, to the Aces with a balance due of $825,000 and $36,745 as of December 31, 2023
and 2022, respectively. In January 2024, the Company made a payment of $75,000 to the Aces.

engagement letter with SP Securities LLC in which SP Securities will serve as a corporate advisor for the Company's market value
collateralized bond obligation program. The consulting fee shall be a cash fee in the amount of (i) $15,000 due and payable at the signing
of this Agreement and $10,000 due and payable on April 17, 2023 and (ii) $15,000 due and payable on the 1st day of each succeeding calendar
month, commencing on May 1, 2023. The Company has paid a retainer fee of $40,000 during the year ended December 31, 2023 with a prepaid
balance of $40,000 and $0 as of December 31, 2023 and 2022, respectively.

Legal Services Agreement with The George Law Group in connection with an issuance of multi-tranched securitization ("Financing")
which shall utilize a pledge of the Company's stock and other properties currently owned or under the Company's control. The
legal fee shall be one-half of one percent (0.5%) of the par amount of any Financing. The Company has paid retainers of $36,020 and $42,000
during the years ended December 31, 2023 and 2022, respectively, with a prepaid balance of $78,020 and $42,000 as of December 31, 2023

market value collateralized bond obligation program, the Company entered into a Credit Rating Agreement with Moody's Investor Service
("Moody's") in which Moody's will evaluate the relative future creditworthiness of the collateralized bond obligation
program. The credit rating fee shall be 7% of the issuance plus initial fees of approximately $115,000 and an annual monitoring fee of

 In July 2023, the Company acquired all of the
intellectual property of Bear Village, Inc. ("Bear Village") in exchange for 3,567,587 shares of the Company's common
stock. The common stock shall be distributed by Bear Village to their convertible note holders, who are owed a total of $249,750, in proportion
to each note holder's amount due to ensure they are repaid/satisfied, if the note holders were to convert their convertible note
into common shares. As Bear Village shares common ownership with Thunder Energies, the Company treated this transaction in accordance
with ASC 805-50-30-5 and has recognized the purchased intellectual property at the carrying value recognized by Bear Village of $0, resulting
in the Company recognizing $3,568 as a reduction of additional paid-in capital.

 In January 2024, the Company executed an agreement
with a third party Engineering and Construction Services company for Engineering and Environmental Services ("Services") for
the Bear Village and development project totaling $436,060 (including a retainer of $109,015). The Company made a payment of $80,000 toward
the retainer in January 2024. The Services include Environmental Site Assessment; Boundary, Topographic, and Tree Location Survey; Geotechnical
assistance; Design Engineering Services; Permitting; and, Landscape Architecture.

 In February 2024, the Company executed an agreement
with a third party consulting firm to prepare a feasibility study and EB-5 portal representation for foreign investment for the Bear Village
and development project in Georgia totaling $18,000. Congress created the EB-5 Program in 1990 to
stimulate the U.S. economy through job creation and capital investment by foreign investors.

Date"), the Company entered into a Land Purchase and Sale Agreement ("Land Purchase") to acquire 65.9 acres located
at 0 Highway 59, Commerce, Georgia 30530 further described in the deed book as TR1 PB E-140 & TR 2 PB 36-95 for a purchase price of
$4,942,500. The property is being sold subject to an earnest money payment of $75,000 on or before November 23, 2023, as amended, and
a due diligence period of 90 days from the Binding Agreement Date. The scheduled closing date of the Land Purchase is May 1, 2024, as
amended. On January 31, 2024, the Company paid the earnest money of $75,000.

 Limited Operating History; Need for Additional
Capital

 There is limited historical financial information
about us on which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our
business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible
cost overruns due to increases in the cost of services. To become profitable and competitive, we must receive additional capital. We have
no assurance that future financing will materialize. If that financing is not available, we may be unable to continue operations.

 Overview of Presentation

 The following Management's Discussion and
Analysis ("MD&A") or Plan of Operations includes the following sections:

 Plan of Operations

 Results of Operations

 Liquidity and Capital Resources

 Capital Expenditures

 Going Concern

 Critical Accounting Policies

 Off-Balance Sheet Arrangements

 General and administrative expenses consist primarily
of personnel costs and professional fees required to support our operations and growth.

 Depending on the extent of our future growth,
we may experience significant strain on our management, personnel, and information systems. We will need to implement and improve operational,
financial, and management information systems. In addition, we are implementing new information systems that will provide better record-keeping,
customer service and billing. However, there can be no assurance that our management resources or information systems will be sufficient
to manage any future growth in our business, and the failure to do so could have a material adverse effect on our business, results of
operations and financial condition.

 Results of Operations.

 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, 2023 and December 31, 2022

 Year Ended
 December 31, 2023

 Year Ended
 December 31, 2022

 Net revenues

 $
 –

 $
 –

 Cost of sales

 –

 –

 Gross Profit

 –

 –

 Operating expenses

 6,538,399

 2,386,303

 Other expense

 2,720,450

 3,080,170

 Net loss before income taxes

 $
 (9,258,849
)

 $
 (5,466,473
)

 Net Revenues

 For the years ended December 31, 2023 and 2022,
we had no revenues.

 Cost of Sales

 For the years ended December 31, 2023 and 2022,
we had no cost of sales as we had no revenues.

 Operating Expenses

 Operating expenses increased by $4,152,096, or
174.0%, to $6,538,399 for year ended December 31, 2023 from $2,386,303 for the year ended December 31, 2022 primarily due to increases
in stock-based compensation of $3,327,000, marketing costs of $797,965, travel costs of $79,396, investor relations costs of $4,961, and
general and administration costs of $11,339, offset primarily by decreases in professional fees of $13,529, compensation costs of $50,000,
and consulting fees of $5,036, as a result of adding administrative infrastructure for our anticipated business development.

 For the year ended December 31, 2023, we had advertising
and marketing expenses of $841,922, stock-based compensation costs of $4,738,000, and general and administrative expenses of $958,477
primarily consisting of professional fees of $135,630, consulting costs of $686,150, investor relations costs of $30,300, travel costs
of $82,319, and general and administration costs of $24,078, as a result of adding administrative infrastructure for our anticipated business
development. In 2023, the Company has incurred professional fees (primarily legal and audit fees), incurred compensation for its CEO,
incurred consulting costs (primarily for goals-based fees), and had investor relations costs.

 For the year ended December 31, 2022, we had advertising
and marketing expenses of $43,957, stock-based compensation costs of $1,411,000, and general and administrative expenses of $931,346 primarily
consisting of professional fees of $149,159, compensation costs of $50,000, consulting costs of $691,186, investor relations costs of
$25,339, and general and administration costs of $15,662, as a result of adding administrative infrastructure for our anticipated business
development. In 2022, the Company has incurred professional fees (primarily legal and audit fees), incurred compensation for its CEO,
incurred consulting costs (primarily for public relations and brand awareness), had investor relations costs.

 Other Expense

 Other expense for the year ended December 31,
2023 totaled $2,720,450 primarily consisting of interest expense on notes payable of $2,556,418, accretion of beneficial conversion feature
of $142,225, and other expense of $27,835, offset primarily by the change in derivative liability of $6,028.

 Other expense for the year ended December 31,
2022 totaled $3,080,170 primarily consisting of interest expense in conjunction with debt discount of $241,876, the change in derivative
liability of $2,186, interest expense on notes payable of $3,737,108, offset primarily by the reversal of the impairment charge of $901,000
initially recorded in 2021 but reversed in the current year pursuant to the acquisition of the Company by the owners of Bear Village,
Inc.

 Net loss before income taxes

 Net loss before income taxes for the years ended
December 31, 2023 and 2022 totaled $9,258,849 and $5,466,473, respectively, primarily representing the operating and other expense as
described above.

 Financial Condition.

 Total Assets.

 Assets were $154,519 as of December 31, 2023.
Assets were cash of $596, notes receivable – related party of $7,403, and prepaid expenses of $146,520.

 Total Liabilities.

 Liabilities were $9,380,762 as of December 31,
2023. Liabilities consisted primarily of accounts payable of $1,180,382, derivative liability of $79,562, accrued expenses of $58,300,
accrued interest of $7,311,752, and convertible notes payable of $750,766.

 Liquidity and Capital Resources.

 Going Concern

 The accompanying financial statements have been
prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and
satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $16,745,786 and $7,486,937 at
December 31, 2023 and 2022, respectively, had a working capital deficit of $9,226,243 and $6,630,894 at December 31, 2023 and 2022, respectively,
and had a net loss of $9,258,849 and $5,466,473 for the years ended December 31, 2023 and 2022, respectively, and net cash used in operating
activities of $1,013,960 and $775,219 for the years ended December 31, 2023 and 2022, respectively, with no revenue earned since inception,
and a lack of operational history. These matters raise substantial doubt about the Company's ability to continue as a going concern.

 While the Company is attempting to expand operations
and increase revenues, the Company's cash position may not be significant enough to support the Company's daily operations.
Management intends to raise additional funds by way of a public offering or an asset sale transaction. Management believes that the actions
presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue
as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional
funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company
to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues.

 The consolidated financial statements do not include
any adjustments that might be necessary if we are unable to continue as a going concern.

 General – Overall, we had a decrease
in cash flows of $48,285 in the year ended December 31, 2023 resulting from cash used in operating activities of $1,013,960, and offset
primarily by cash provided by financing activities of $965,675.

 The following is a summary of our cash flows provided
by (used in) operating, investing, and financing activities during the periods indicated:

 Year Ended
 December 31, 2023

 Year Ended
 December 31, 2022

 Net cash provided by (used in):

 Operating activities

 $
 (1,013,960
)

 $
 (775,219
)

 Investing activities

 –

 –

 Financing activities

 965,675

 824,100

 Net increase (decrease) in cash

 $
 (48,285
)

 $

 Years Ended December 31, 2023 Compared to the
Year Ended December 31, 2022

 Cash Flows from Operating Activities
– For the year ended December 31, 2023, net cash used in operating activities was $1,013,960. Net cash used in operations was primarily
due to a net loss of $9,258,849, and the changes in operating assets and liabilities of $3,370,692, primarily due to the net changes in
accrued interest of $2,555,486, accounts payable of $1,097,563, and prepaid expenses of $84,709, offset primarily by the change in notes
receivable – related party of $18,797, deferred offering costs of $9,000, and accrued expenses of $225,445. In addition, net cash
used in operating activities was offset primarily by adjustments to reconcile net loss from the accretion of the debt discount of $142,225,
change in derivative liability of $6,028, and stock-based compensation of $4,738,000.

 For the year ended December 31, 2022, net cash
used in operating activities was $775,219. Net cash used in operations was primarily due to a net loss of $5,466,473, and the changes
in operating assets and liabilities of $3,935,692, primarily due to the net changes in accrued interest of $3,737,110, accounts payable
of $11,848, and accrued expenses of $283,745, offset primarily by the change in notes receivable – related party of $26,200, deferred
offering costs of $9,000, and prepaid expenses of $61,811. In addition, net cash used in operating activities was offset primarily by
adjustments to reconcile net loss from the accretion of the debt discount of $241,876, change in derivative liability of $2,186, the gain
on disposal of discontinued operations of $901,000, stock-based compensation of $1,411,000 and convertible note payable issued for services
of $1,500.

 Cash Flows from Investing Activities
– For the years ended December 31, 2023 and 2022, net cash used in investing activities was $0 and $0, respectively.

 Cash Flows from Financing Activities
– For the year ended December 31, 2023, net cash provided by financing activities was $965,675 due to proceeds from short term convertible
notes payable of $950,675 and capital contribution from shareholder of $15,000. For the year ended December 31, 2022, net cash provided
by financing activities was $824,100 due to proceeds from short term convertible notes payable.

 Financing – We expect that
our current working capital position, together with our expected future cash flows from operations will be insufficient to fund our operations
in the ordinary course of business, anticipated capital expenditures, debt payment requirements and other contractual obligations for
at least the next twelve months. However, this belief is based upon many assumptions and is subject to numerous risks, and there can be
no assurance that we will not require additional funding in the future.

 We have no present agreements or commitments with
respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures.
However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements
or companies that complement our business and may make such acquisitions and/or investments in the future. Accordingly, we may need to
obtain additional sources of capital in the future to finance any such acquisitions and/or investments. We may not be able to obtain such
financing on commercially reasonable terms, if at all. Due to the ongoing global economic crisis, we believe it may be difficult to obtain
additional financing if needed. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations,
in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

 As part of the Purchase on April 13, 2022, Mr.
Shvo submitted 55,000,000 shares of restricted common stock to the Company's treasury for cancellation, in consideration for the
transfer to him by TNRG of all of the issued and outstanding membership interests, assets and liabilities of Nature and HP, both of which
are wholly-owned subsidiaries of TNRG.

and December 28, 2022, the Company entered into an Employment Agreement with Mr. Ricardo Haynes whereby Mr. Haynes became the sole Director,
CEO and Chairman of the Board, and the acting sole officer of the Company. The Employment Agreement is in effect until September 30, 2027.
Under this Employment Agreement, Mr. Haynes will be entitled to a total of 25,000,000 common shares, vesting immediately, valued at $750,000
(based on the Company's stock price on the date of issuance). In February 2023, these shares were converted to Series B Convertible
Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000)
shares of the Company's common stock. The shares are included under Common stock to be issued
in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted into 25,000
shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and
converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, Mr. Haynes converted 25,000 shares of
the Series B Convertible Preferred Stock into 25,000,000 common shares and subsequently gifted 2,690,000 common shares to six of the Company's
convertible noteholders (including 2,000,000 common shares to a third party, Winsome Consulting). On October 9, 2023, Mr. Haynes gifted
140,000 common shares to a convertible noteholder of the Company.

the Company entered into a Consulting Agreement with Top Flight Development, LLC ("Top Flight"), an entity controlled by the
father of the Company's Director Real Estate Development, to provide consulting services to the Company. The consulting agreement
is in effect until the Company is profitable with a balance sheet of over $400 million or thirty-six (36) months, whichever is longer.

 1.

 a total of 15,000,000 common shares issued on the inception of the agreement of April 6, 2022, valued at $450,000 (based on the Company's stock price on the date of issuance) and vesting immediately. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 2.

 Up to 50,000,000 common shares and $6,000,000 as bonuses based on the goals outlined in the agreement as follows:

 a total of 5,000,000 common shares issued on December 15, 2022, valued at $1,000 (based on the Company's stock price on the date of issuance), vesting immediately, and a bonus of $400,000 resulting from the Company's execution of the Joint Marketing and Advertising Agreement with the Las Vegas Aces professional Women's basketball team. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 a total of 12,000,000 common shares issued on January 5, 2023, valued at $1,140,000 (based on the Company's stock price on the date of issuance), vesting immediately (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company's investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company's Consolidated Statements of Operations as of December 31, 2023.

 a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $2,800,000 resulting from the activation of the $40,000,000 RoRa coins on a recognized exchange which is expected to occur in June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to activate the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

 a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $1,600,000 resulting from the Company's investment and promotion of Bear Village Resort's facilities in Tennessee and Georgia which is expected to occur subsequent to the Company's Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

the Company paid Top Flight $368,700 ($153,000 for monthly consulting services and $215,700 for goals-based bonus) and $324,600 ($171,600
for monthly consulting services and $153,000 for goals-based bonus), respectively, with a balance due of $205,300 and $247,000 as of December
31, 2023 and 2022, respectively. In January 2024, the Company paid Top Flight $525,000 ($205,300 balance due on consulting services due
as of December 31, 2023 and $319,700 paid in advance for 2024 consulting services).

Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is
profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement,
the third party will be entitled to a total of 5,000,000 common shares, valued at $150,000 (based on the Company's stock price on
the date of issuance) and vesting immediately. The shares are included under Common stock to be
issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted
into 5,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000)
votes and converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, the consultant converted 5,000
shares of the Series B Convertible Preferred Stock into 5,000,000 common shares.

Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is
profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement,
the third party will be entitled to a total of 2,000,000 common shares, valued at $60,000 (based on the Company's stock price on
the date of issuance) and vesting immediately. The shares are included under Common stock to be
issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted
into 2,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000)
votes and converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, the consultant converted 2,000
shares of the Series B Convertible Preferred Stock into 2,000,000 common shares.

Agreement to issue an additional 100 shares of Series B Convertible Preferred Stock, vesting immediately. The consultant elected to exchange
these shares for an aggregate of 100,000 common shares as each Series B Convertible Preferred share converts into one thousand (1,000)

 In May 2023,
 Fourth & One converted the promissory note of $4,000,000 into 2,000,000 shares of the Company's common stock (see Note
5). On November 17, 2023, Fourth & One exercised their right and returned 2,000 Coins to finalize the Exchange and on December 1,
2023 the Company issued Fourth & One 725,000 common shares. On December 31, 2023, the Agreement was mutually cancelled as the Agreement
would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth & One returned the 2,725,000 common
shares and were cancelled by the Company resulting in the write-off of the Company's investment in Fourth & One of $5,450,000.

 During the year ended December 31, 2023, Top Flight
elected to convert 15,400 preferred B stock into 15,400,000 common shares. Each Series B Convertible Preferred share converts into one
thousand (1,000) shares of the Company's common stock.

14,000,000 restricted common shares to three third parties, valued at $951,500 (based on the estimated fair value of the stock on the

restricted common shares to a third party, valued at $26,300 (based on the estimated fair value of the stock on the date of grant) to

 In July 2023, the Company acquired all of the
intellectual property of Bear Village, Inc. ("Bear Village") in exchange for 3,567,587 shares of the Company's common
stock. The common stock shall be distributed by Bear Village to their convertible note holders, who are owed a total of $249,750, in proportion
to each note holder's amount due to ensure they are repaid/satisfied, if the note holders were to convert their convertible note
into common shares. As Bear Village shares common ownership with Thunder Energies, the Company treated this transaction in accordance
with ASC 805-50-30-5 and has recognized the purchased intellectual property at the carrying value recognized by Bear Village of $0, resulting
in the Company recognizing $3,568 as a reduction of additional paid-in capital.

 In January 2024, the Company executed an agreement
with a third party Engineering and Construction Services company for Engineering and Environmental Services ("Services") for
the Bear Village and development project totaling $436,060 (including a retainer of $109,015). The Company made a payment of $80,000 toward
the retainer in January 2024. The Services include Environmental Site Assessment; Boundary, Topographic, and Tree Location Survey; Geotechnical
assistance; Design Engineering Services; Permitting; and, Landscape Architecture.

 In February 2024, the Company executed an agreement
with a third party consulting firm to prepare a feasibility study and EB-5 portal representation for foreign investment for the Bear Village
and development project in Georgia totaling $18,000. Congress created the EB-5 Program in 1990 to
stimulate the U.S. economy through job creation and capital investment by foreign investors.

 Common Stock To Be Issued

 As of December 31, 2023, the Company has converted
2022 April Convertible Notes worth of $87,000 into 881,433 common shares to be issued.

the return of his investment capital of $1,000 in exchange for the return of 14,286 shares of the Company's common stock that the
shareholder received through the conversion of his convertible note. The Company paid the $1,000 on February 5, 2024.

of common stock (90,000,000 shares from related parties and 7,100,000 shares from third parties) elected to exchange these shares for
an aggregate of 97,100 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand
(1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 During the year ended December 31, 2023, holders
of 54,000 shares of Series B Convertible Preferred Stock (46,900 shares from related parties, including 15,400 shares from Top Flight,
and 7,100 shares from third parties) elected to exchange these shares for an aggregate of 54,000,000 shares of common stock. Each Series
B Convertible Preferred Share converts into one thousand (1,000) shares of the Company's common stock.

 Short Term

promissory note ("2024 Note") in the principal amount of $1,000,000. The 2024 Note bears no interest and is due and payable
on July 31, 2024. The holder of the 2024 Note has the right, at the holder's option, to convert the principal amount of this note, in
whole or in part, into fully paid and nonassessable shares at a conversion price of $0.30 per share, or 3,333,333 shares. The 2024 Note
allows for the repurchase of up to a total of 3,333,333 converted common shares at $2.75 per share should the Company fail to meet the
Regulation A Tier II offering of $5.00 per share. The 2024 Note includes customary events of default, including, among other things, payment
defaults and certain events of bankruptcy. If such an event of default occurs, the holder of the Note may be entitled to take various
actions, which may include the acceleration of amounts due under the Note. Should the Company be insolvent, the holder has the right to
be made whole of their investment plus 20%. In addition, the Company executed a Technology Services Agreement with the noteholder giving
the noteholder a preference/option for all technology service projects of the Company in real estate development.

promissory notes ("April 2022 Notes") that varies from 0% to 10% per annum and are due and payable on various dates from December
31, 2022 through December 1, 2024 for aggregate gross proceeds of $1,776,275 (including $1,500 against which services were received) through
December 31, 2023. Notes totaling $325,000 issued in fiscal 2023 and December 2022 allows for the repurchase of up to a total of 421,428
converted common shares at $2.50 per share and notes totaling $300,000 issued in fiscal year 2023 allows for the repurchase of up to a
total of 300,000 converted common shares at $2.75 per share should the Company fail to meet the Regulation A Tier II offering of $5.00
per share. The holders of the April 2022 Notes have the right, at the holder's option, to convert the principal amount of this note, in
whole or in part, plus any interest which accrues hereon, into fully paid and nonassessable shares at a conversion price of $0.05 per
share for notes amounting to $102,000, $0.07 per share for notes amounting to $905,575, $0.70 per share for notes amounting to $309,200,
and $1.00 per share for notes amounting to $462,500 into the Company's common stock if before any public offering. The April 2022
Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an
event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts

 During the fiscal year 2023, noteholders elected
to convert the aggregate principal amount of the Notes totaling $1,776,275, into 15,838,150 common shares ($1,689,275 has been converted
into 14,956,717 common shares and $87,000 has been converted into 881,433 common shares to be issued). As of December 31, 2023, there

 $4,000,000 Promissory Note

a Membership Interest Purchase Agreement ("Agreement") with Fourth & One with respect to the sale and transfer of 51.5%
of Fourth & One's interest in WCMH giving the Company a 30.9% ownership in WCMH for consideration totaling $5,450,000. In exchange,
the Company issued Fourth & One a promissory note of $4,000,000 and 2,000 RoRa Prime Coins ("Coins"), valued at $1,450,000
(combined "Related Liabilities"). On May 30, 2023, the Fourth & One agreement contingencies were removed and the Company
recorded an investment and Related Liabilities totaling $5,450,000 ($4,000,000 as a convertible promissory note and $1,450,000 presented
as other current liabilities in the balance sheet). Fourth & One converted the promissory note of $4,000,000 into 2,000,000 shares
of the Company's common stock. Should the Coins not go "live" by August 30, 2023, the Company will exchange the Coins
requirement with 725,000 shares of the Company's common stock, valued at $1,450,000 ("Exchange"), but Fourth & One
must first exercise their right to return the Coins to the Company. On November 17, 2023, Fourth & One exercised their right and returned
the 2,000 Coins to finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000 common shares. In addition,
the Amendment allows for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share should the Company fail to meet
the Regulation A Tier II offering of $3.00 per share by December 31, 2023. As of the date of this filing, the Securities and Exchange
Commission ("SEC") has not authorized the Company's Regulation A Tier II offering and therefore, the Amendment for the
repurchase of up to a total of 2,725,000 common shares at $3.00 per share remains a contingency. On December 31, 2023, the Agreement was
mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth &
One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the Company's investment

 On May 13, 2022, the Company issued a convertible
promissory note in the principal amount totaling $40,000,000 in exchange for 50,000 RoRa Prime Coins ("Coins"), valued at
$800 per Coin. The convertible promissory note bears no interest and is due and payable in twenty-four (24) months. The holder of this
Note has the right, at the holder's option, to convert the principal amount of this Note, in whole or in part, into fully paid and nonassessable
shares at a conversion price of $2.00 per share. As amended effective May 7, 2023, the Convertible Promissory Note shall not be enforceable
until such time as the Holder's consideration, RoRa Coin is "live" on an exchange, or swap engine, and available through
a mutually agreed upon cryptocurrency wallet such as NyX, MetaMask, Exodus, Ledger, or similar. The expected date for being live is in
December 2023. The parties agree to establish a time is of the essence date of December 31, 2023 for Holder to meet the "live"
requirement. Should Holder not meet the "live" requirement by December 31, 2023, then Borrower shall return all RoRa Coins
and Holder shall release all claims on any shares or Convertible Promissory Note, Conversion rights shall not vest until such time as
the holder's consideration, Coins are live on a U.S. Exchange and available through a mutually agreed upon cryptocurrency wallet.
Subsequent to the Coins live date and before the holder coverts the Note, should the Company issue any dilutive security, the conversion
price will be reduced to the price of the dilutive issuance. The Note includes customary events of default, including, among other things,
payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension
of the Company's Common Stock from trading. If such an event of default occurs, the holders of the Note may be entitled to take
various actions, which may include the acceleration of amounts due under the Note as described above. The Company is currently in discussions
with the Holder to extend the "live" requirement. With regard to the amended agreement that featured a December 31, 2023 manifestation
deadline, both parties have mutually agreed to await the approval of the RORAP coins presence on the Monetaforge Marketplace by the first
week of April 2024, which will facilitate the beginning of RORAP's presence on multiple digital coin exchange platforms over the
next 90 days".

the notes for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument

 On September 8, 2022, the Company entered into
a Membership Interest Purchase Agreement ("Agreement") with Fourth & One, LLC ("Fourth & One") with respect
to the sale and transfer of 51.5% of Fourth & One's interest in WC Mine Holdings, LLC ("WCMH") giving the Company
a 30.9% ownership in WCMH for consideration totaling $5,450,000 for the Kinsley Mountain mineral, resources, and water rights. In exchange,
the Company issued Fourth & One a promissory note of $4,000,000 and 2,000 RoRa Prime digital coins ("Coins"), valued at
$1,450,000. The promissory note provides for no interest and matures on October 31, 2022 ("Maturity Date"). In addition, the
promissory note provides that the Company may convert all amounts at any time prior to the Maturity Date and after gaining approval by
the Securities and Exchange Commission of the Company's Regulation A II Offering and Fourth & One may convert all amounts into
common stock prior to the Maturity Date at a conversion price of $2.00 per share. The Agreement also provides that should Fourth &
One not be able to convert the Coins on or before October 31, 2022 at a conversion ratio of $800 per Coin, the Company will purchase all
of the Coins for a total of $1,600,000 (2,000 Coins at $800 per Coin) on October 31, 2022.

 On November 1, 2022, the Company and Fourth &
One mutually agreed to terminate the Agreement and the Company was released from any obligations.

a Membership Interest Purchase Agreement ("Agreement") with Fourth & One with respect to the sale and transfer of 51.5%
of Fourth & One's interest in WCMH giving the Company a 30.9% ownership in WCMH for consideration totaling $5,450,000. In exchange,
the Company issued Fourth & One a promissory note of $4,000,000 and 2,000 RoRa Prime Coins ("Coins"), valued at $1,450,000
(combined "Related Liabilities"). On May 30, 2023, the Fourth & One agreement contingencies were removed and the Company
recorded an investment and Related Liabilities totaling $5,450,000 ($4,000,000 as a convertible promissory note and $1,450,000 presented
as other current liabilities in the balance sheet). Fourth & One converted the promissory note of $4,000,000 into 2,000,000 shares
of the Company's common stock. Should the Coins not go "live" by August 30, 2023, the Company will exchange the Coins
requirement with 725,000 shares of the Company's common stock, valued at $1,450,000 ("Exchange"), but Fourth & One
must first exercise their right to return the Coins to the Company. On November 17, 2023, Fourth & One exercised their right and returned
the 2,000 Coins to finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000 common shares. In addition,
the Amendment allows for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share should the Company fail to meet
the Regulation A Tier II offering of $3.00 per share by December 31, 2023. As of the date of this filing, the Securities and Exchange
Commission ("SEC") has not authorized the Company's Regulation A Tier II offering and therefore, the Amendment for the
repurchase of up to a total of 2,725,000 common shares at $3.00 per share remains a contingency. On December 31, 2023, the Agreement was
mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth &
One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the Company's investment

and December 28, 2022, Mr. Ricardo Haynes, the sole Director, CEO and Chairman of the Board, and the acting sole officer of the Company
entered into an Employment Agreement with the Company. The Employment agreement terminates September 30, 2027 and automatically renews
on a year-to-year basis unless terminated by either party on six months' notice. In addition, Mr. Haynes is entitled to employee
reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation each year, provides for medical and dental insurance,
and entitled to stock options upon the implementation of a Company employee option plan. Under this Employment agreement, the CEO will
be entitled to the following:

 Base salary of $11,000 per month paid on a bi-weekly basis starting January 2, 2023.

 7,500,000 newly issued Preferred A shares of TNRG stock CUSIP (88604Y209) Cert No. 400002.

 750 newly issued Preferred B shares of TNRG stock CUSIP (88604Y209), Cert. No. 500002.

 1,500 newly issued Preferred C shares of TNRG stock CUSIP (8860Y209), Cert No. 600002.

 $7,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 Base salary increased to $13,500 per month on a bi-monthly basis
 starting January 15, 2024. The Company also approved a one-time $50,000 advance against future monthly compensation to be repaid
 $4,167 per payment through December 15, 2024.

 5,000,000 shares of TNRG common stock in the Company upon the effectiveness of the Company's S-1.

Agreements with individuals for positions in the Company. Each of the Employment agreements shall begin October 1, 2022 and terminate
September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months' notice. In
addition, each employee is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation each year,
provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option plan. Under
these Employment agreements, each employee will be entitled to the following:

 $24,000 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 $12,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 o

 $3,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 $2,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 The Company had been in discussions with the Shareholders
for repayment by them of the Acquisition of Preferred Shares and finalized the Employment Agreements on October 1, 2022 for positions
in the Company. As a result, the Company recorded the purchase price payable by these employees as compensation on March 1, 2022.

the Company entered into a Consulting Agreement with Top Flight Development, LLC ("Top Flight"), an entity controlled by the
father of the Company's Director Real Estate Development, to provide consulting services to the Company. The consulting agreement
is in effect until the Company is profitable with a balance sheet of over $400 million or thirty-six (36) months, whichever is longer.

 1.

 a total of 15,000,000 common shares issued on the inception of the agreement of April 6, 2022, valued at $450,000 (based on the Company's stock price on the date of issuance) and vesting immediately. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 2.

 Up to 50,000,000 common shares and $6,000,000 as bonuses based on the goals outlined in the agreement as follows:

 a total of 5,000,000 common shares issued on December 15, 2022, valued at $1,000 (based on the Company's stock price on the date of issuance), vesting immediately, and a bonus of $400,000 resulting from the Company's execution of the Joint Marketing and Advertising Agreement with the Las Vegas Aces professional Women's basketball team. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 a total of 12,000,000 common shares issued on January 5, 2023, valued at $1,140,000 (based on the Company's stock price on the date of issuance), vesting immediately (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company's investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company's Consolidated Statements of Operations as of December 31, 2023.

 a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $2,800,000 resulting from the activation of the $40,000,000 RoRa coins on a recognized exchange which is expected to occur in June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to activate the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

 a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $1,600,000 resulting from the Company's investment and promotion of Bear Village Resort's facilities in Tennessee and Georgia which is expected to occur subsequent to the Company's Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

 3.

 Shall be paid $21,000 per month beginning May 2022 increasing to $25,000 per month beginning January 2023.

 4.

 Additional awards may be made at the Company's discretion based on other strategic goals. There were no additional awards granted for the year ended December 31, 2023.

the Company paid Top Flight $368,700 ($153,000 for monthly consulting services and $215,700 for goals-based bonus) and $324,600 ($171,600
for monthly consulting services and $153,000 for goals-based bonus), respectively, with a balance due of $205,300 and $247,000 as of December
31, 2023 and 2022, respectively. In January 2024, the Company paid Top Flight $525,000 ($205,300 balance due on consulting services due
as of December 31, 2023 and $319,700 paid in advance for 2024 consulting services).

Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is
profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement,
the third party will be entitled to a total of 5,000,000 common shares, valued at $150,000 (based on the Company's stock price on
the date of issuance) and vesting immediately. The shares are included under Common stock to be
issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted
into 5,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000)
votes and converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, the consultant converted 5,000
shares of the Series B Convertible Preferred Stock into 5,000,000 common shares.

Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is
profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement,
the third party will be entitled to a total of 2,000,000 common shares, valued at $60,000 (based on the Company's stock price on
the date of issuance) and vesting immediately. The shares are included under Common stock to be
issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted
into 2,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000)
votes and converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, the consultant converted 2,000
shares of the Series B Convertible Preferred Stock into 2,000,000 common shares.

Agreement to issue an additional 100 shares of Series B Convertible Preferred Stock, vesting immediately. The consultant elected to exchange
these shares for an aggregate of 100,000 common shares as each Series B Convertible Preferred share converts into one thousand (1,000)

14,000,000 restricted common shares to three third parties, valued at $951,500 (based on the estimated fair value of the stock on the

restricted common shares to a third party, valued at $26,300 (based on the estimated fair value of the stock on the date of grant) to

the return of his investment capital of $1,000 in exchange for the return of 14,286 shares of the Company's common stock that the
shareholder received through the conversion of his convertible note. The Company paid the $1,000 on February 5, 2024.

a Joint Marketing and Advertising Agreement with the Las Vegas Aces ("Aces") professional Women's basketball team. The
Aces shall provide the Company branding, digital advertising, and partner marketing and advertising for payments totaling $875,000, $901,250,
and $928,288 for the years 2023, 2024, and 2025, respectively. The agreement is effective December 15, 2022 through December 31, 2025,
with an option to extend for an additional two years, unless terminated sooner. During the years ended December 31, 2023 and 2022, the
Company made payments of $50,000 and $0, respectively, to the Aces with a balance due of $825,000 and $36,745 as of December 31, 2023
and 2022, respectively. In January 2024, the Company made a payment of $75,000 to the Aces.

engagement letter with SP Securities LLC in which SP Securities will serve as a corporate advisor for the Company's market value
collateralized bond obligation program. The consulting fee shall be a cash fee in the amount of (i) $15,000 due and payable at the signing
of this Agreement and $10,000 due and payable on April 17, 2023 and (ii) $15,000 due and payable on the 1st day of each succeeding calendar
month, commencing on May 1, 2023. The Company has paid a retainer fee of $40,000 during the year ended December 31, 2023 with a prepaid
balance of $40,000 and $0 as of December 31, 2023 and 2022, respectively.

Legal Services Agreement with The George Law Group in connection with an issuance of multi-tranched securitization ("Financing")
which shall utilize a pledge of the Company's stock and other properties currently owned or under the Company's control. The
legal fee shall be one-half of one percent (0.5%) of the par amount of any Financing. The Company has paid retainers of $36,020 and $42,000
during the years ended December 31, 2023 and 2022, respectively, with a prepaid balance of $78,020 and $42,000 as of December 31, 2023

market value collateralized bond obligation program, the Company entered into a Credit Rating Agreement with Moody's Investor Service
("Moody's") in which Moody's will evaluate the relative future creditworthiness of the collateralized bond obligation
program. The credit rating fee shall be 7% of the issuance plus initial fees of approximately $115,000 and an annual monitoring fee of

Date"), the Company entered into a Land Purchase and Sale Agreement ("Land Purchase") to acquire 65.9 acres located
at 0 Highway 59, Commerce, Georgia 30530 further described in the deed book as TR1 PB E-140 & TR 2 PB 36-95 for a purchase price of
$4,942,500. The property is being sold subject to an earnest money payment of $75,000 on or before November 23, 2023, as amended, and
a due diligence period of 90 days from the Binding Agreement Date. The scheduled closing date of the Land Purchase is May 1, 2024, as
amended. On January 31, 2024, the Company paid the earnest money of $75,000.

 Capital Resources.

 We had no material commitments for capital expenditures
as of December 31, 2023.

 Fiscal year end

 Our fiscal year end is December 31.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets
and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $16,745,786 and $7,486,937
at December 31, 2023 and 2022, respectively, had a working capital deficit of $9,226,243 and $6,630,894 at December 31, 2023 and 2022,
respectively, had net losses of $9,258,849 and $5,466,473 for the years ended December 31, 2023 and 2022, with limited revenue earned
since inception, no current revenue generating operations, and a lack of operational history. These matters raise substantial doubt about
the Company's ability to continue as a going concern.

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

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

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

 The consolidated financial statements do not include
any adjustments that might be necessary if we are unable to continue as a going concern.

 Critical Accounting Policies

 Refer to Note 3 in the accompanying notes to the
consolidated financial statements.

 Recent Accounting Pronouncements

 Refer to Note 3 in the accompanying notes to the
consolidated financial statements.

 Future Contractual
Obligations and Commitments

 Refer to Note 3 in the
accompanying notes to the consolidated financial statements for future contractual obligations and commitments. Future contractual obligations
and commitments are based on the terms of the relevant agreements and appropriate classification of items under U.S. GAAP as currently
in effect. Future events could cause actual payments to differ from these amounts.

 We incur contractual
obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include
future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general
financing activities and from commercial arrangements that are directly supported by related operating activities. Details on these obligations
are set forth below.

 $85,766 Note

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

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

 On January 9, 2020, Mina Mar Corporation, a Florida
corporation (d/b/a Mina Mar Group) 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. The purchase price
of $94,766 for the Preferred Stock was paid by the assumption of a Company note obligation of $85,766 by Emry Capital Inc ("Emry"),
with the balance paid in cash.

 On March
24, 2020, the then current note obligation of $120,766 held by Emry was partially sold $35,000 of the face amount to the preferred shareholder
Saveene. On March 24, 2020, Saveene converted the $35,000 purchase into 5,000 shares into series B and 10,000 shares of series C shares.
The face amount of the Company note obligation post the aforementioned conversions and purchases is $85,766 as of December 31, 2022.

 On June
24, 2020, Emry, holder of a convertible promissory note in principal amount of $85,766 dated April 22, 2019, sold 50% of each (Promissory
Debentures and convertible promissory note), including accrued and unpaid interest, fees and penalties, in separate transactions to third
party companies, SP11 Capital Investments and E.L.S.R. CORP, Florida companies, such that SP11 Capital Investments and E.L.S.R. CORP each
hold 50% of each respective debt instrument.

 The Company accounts for an 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 a derivative liability of $79,562 and $85,590 as of December 31, 2023 and 2022, respectively, and recorded
a change in derivative liability of $(6,028) and $2,186 during the years ended December 31, 2023 and 2022, respectively.

 On April 17, 2023, the Company informed SP11 and
ELSR Corporation of an illegal convertible promissory note (the "Notes") in the name of Thunder Energies Corporation. The
Notes are being cancelled by Thunder Energies Corporation as there is no record of consideration paid to the Company, the agreement for
the Notes was not an arm's length transaction with the lender and borrower, and it violates Chapter 687 of the 2022 Florida Statutes
– Commercial Relations, Interest and Usury; Lending Practices. The Company will no longer accrue interest or penalties on these
Notes. Prior to April 17, 2023, the Company recorded default interest of $14,931 and $7,602 in the years ended December 31, 2023 and 2022,
respectively. Subsequent to April 17, 2023, the Company will continue to recognize the Notes and accrued interest recorded in the Consolidated
Balance Sheets with a total balance due of $6,810,915 ($120,766 of Notes and $6,690,149 of accrued interest) as of April 17, 2023.

 $220,000 Note

 On September 21, 2020, the Company issued a convertible
promissory note in the principal amount of $220,000. The convertible promissory note bears interest at 8% per annum and is due and payable
in twenty-four (24) months. The holder of this note has the right, at the holder's option, upon the consummation of a sale of all or substantially
all of the equity interest in the Company or private placement transaction of the Company's equity securities or securities convertible
into equity securities, exclusive of the conversion of this note or any similar notes, to convert the principal amount of this note, in
whole or in part, plus any interest which accrues hereon, into fully paid and nonassessable shares at a conversion price of $0.05 per
share. The Note includes customary events of default, including, among other things, payment defaults, covenant breaches, certain representations
and warranties, certain events of bankruptcy, liquidation and suspension of the Company's Common Stock from trading. If such
an event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts
due under the Note and accrual of interest as described above. The principal balance due at December 31, 2023 is $220,000 and is presented
as a short-term liability in the balance sheet.

 As a result of the failure to timely file our
Form 10-Q for the three-month period ended September 30, 2020, March 31, 2022 and 2021, June 30, 2022, and September 30, 2022, and the
Form 10-K for the years ended December 31, 2021 and 2020, the Convertible Notes Payable were in default. The Company recorded default
interest of $72,963 and $43,419 during the years ended December 31, 2023 and 2022, respectively.

 The Company has not repaid this convertible note
and the convertible note is now in default. The Company is currently in discussions with the note holder to convert the Note into the
Company's common stock upon the Company's Regulation A being declared effective.

 $410,000 Note (previously $600,000)

 On October 9 and October 16, 2020, the Company
issued a convertible promissory note in the principal amount totaling $600,000. The convertible promissory note bears interest at 8% per
annum and is due and payable in twenty-four (24) months. The holder of this note has the right, at the holder's option, upon the consummation
of a sale of all or substantially all of the equity interest in the Company or private placement transaction of the Company's equity securities
or securities convertible into equity securities, exclusive of the conversion of this note or any similar notes, to convert the principal
amount of this note, in whole or in part, plus any interest which accrues hereon, into fully paid and nonassessable shares at a conversion
price of $0.05 per share. The Note includes customary events of default, including, among other things, payment defaults, covenant breaches,
certain representations and warranties, certain events of bankruptcy, liquidation and suspension of the Company's Common Stock from
trading. If such an event of default occurs, the holders of the Note may be entitled to take various actions, which may include
the acceleration of amounts due under the Note and accrual of interest as described above.

 On December 6, 2021, the holder of the note converted
$190,000 of the Note into 3,800,000 shares of the Company's common stock. The principal balance of $410,000 is due October 16, 2022
and is presented as a short-term liability in the balance sheet.

 As a result of the failure to timely file our
Form 10-Q for the three-month periods ended September 30, 2020, March 31, 2022 and 2021, June 30, 2022, and September 30, 2022, and the
Form 10-K for the years ended December 31, 2021 and 2020, the Convertible Notes Payable were in default. The Company recorded default
interest of $134,083 and $79,720 for the years ended December 31, 2023 and 2022, respectively.

 The Company has not repaid this convertible note
and the convertible note is now in default. On March 27, 2023, Moshe Zuchaer ("Plaintiff") filed a complaint against Thunder
Energies Corporation ("Thunder") in the pending 17th Judicial Circuit Court in and for Broward County, Florida, (the "Florida
Court"), Case Number CACE-23-011885 (the "Complaint").

 The Complaint alleges that the Plaintiff holds
a matured convertible promissory note totaling $487,372 comprised of $410,000 principal and $77,372 accrued interest. In addition, Mr.
Zuchaer claims he is entitled to a default premium equaling 5% of the outstanding principal and interest and a per diem interest of approximately
$90.

 On December 21, 2023, the Company was notified that
Zuchaer was awarded a judgement in the amount of approximately $527,498 plus costs and attorney fees for a judgement totaling $533,268.
In addition, Mr. Zuchaer is entitled to interest at the rate of approximately $117 per day from August 10, 2023 through September 15,
2023, all of which shall bear interest thereafter at the rate of 5.52% per year. The Company has recorded this liability under short-term

 A court hearing has been scheduled for June 20, 2024
in which the Company must appear to explain why the Company has failed to comply with the judgement.

 No assurance can be made that this matter together
with the potential for reputational harm, will not result in a material financial exposure, which could have a material adverse effect
on the Company's financial condition, results of operations, or cash flows.

promissory note ("2024 Note") in the principal amount of $1,000,000. The 2024 Note bears no interest and is due and payable
on July 31, 2024. The holder of the 2024 Note has the right, at the holder's option, to convert the principal amount of this note, in
whole or in part, into fully paid and nonassessable shares at a conversion price of $0.30 per share, or 3,333,333 shares. The 2024 Note
allows for the repurchase of up to a total of 3,333,333 converted common shares at $2.75 per share should the Company fail to meet the
Regulation A Tier II offering of $5.00 per share. The 2024 Note includes customary events of default, including, among other things, payment
defaults and certain events of bankruptcy. If such an event of default occurs, the holder of the Note may be entitled to take various
actions, which may include the acceleration of amounts due under the Note. Should the Company be insolvent, the holder has the right to
be made whole of their investment plus 20%. In addition, the Company executed a Technology Services Agreement with the noteholder giving
the noteholder a preference/option for all technology service projects of the Company in real estate development.

promissory notes ("April 2022 Notes") that varies from 0% to 10% per annum and are due and payable on various dates from December
31, 2022 through December 1, 2024 for aggregate gross proceeds of $1,776,275 (including $1,500 against which services were received) through
December 31, 2023. Notes totaling $325,000 issued in fiscal 2023 and December 2022 allows for the repurchase of up to a total of 421,428
converted common shares at $2.50 per share and notes totaling $300,000 issued in fiscal year 2023 allows for the repurchase of up to a
total of 300,000 converted common shares at $2.75 per share should the Company fail to meet the Regulation A Tier II offering of $5.00
per share. The holders of the April 2022 Notes have the right, at the holder's option, to convert the principal amount of this note, in
whole or in part, plus any interest which accrues hereon, into fully paid and nonassessable shares at a conversion price of $0.05 per
share for notes amounting to $102,000, $0.07 per share for notes amounting to $905,575, $0.70 per share for notes amounting to $309,200,
and $1.00 per share for notes amounting to $462,500 into the Company's common stock if before any public offering. The April 2022
Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an
event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts

 During the fiscal year 2023, noteholders elected
to convert the aggregate principal amount of the Notes totaling $1,776,275, into 15,838,150 common shares ($1,689,275 has been converted
into 14,956,717 common shares and $87,000 has been converted into 881,433 common shares to be issued). As of December 31, 2023, there

 On May 13, 2022, as amended, the Company issued
 a convertible promissory note to Turvata Holdings Limited in the principal amount totaling $40,000,000 in exchange for 50,000 RoRa
 Prime Coins ("Coins"), valued at $800 per Coin. The convertible promissory note bears no interest and is due and payable
 in twenty-four (24) months. The Holder of this Note has the right, at the holder's option, to convert the principal amount of this
 Note, in whole or in part, into fully paid and nonassessable shares at a conversion price of $2.00 per share. The Convertible
 Promissory Note shall not be enforceable until such time as the Holder's consideration, RoRa Prime Coin is "live" on a US
 exchange and available through a mutually agreed upon cryptocurrency wallet such as NyX, Exodus, Ledger, TREZOR Model T Wallet,
 ZenGo, or Atomic. The parties agree to establish a time is of the essence date of December 31, 2023 for Holder to meet the
 "live" requirement. Should Holder not meet the "live" requirement by December 31, 2023, then Borrower shall
 return all RoRa Prime Coins and Holder shall release all claims on any shares or Convertible Promissory Note. Conversion rights
 shall not vest until such time as the holder's consideration, Coins, are live on a U.S. Exchange and available through a
 mutually agreed upon cryptocurrency wallet. The Coins are expected to go live in 2023. Subsequent to the Coins live date and before
 the holder coverts the Note, should the Company issue any dilutive security, the conversion price will be reduced to the price of
 the dilutive issuance. The Note includes customary events of default, including, among other things, payment defaults, covenant
 breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension of the Company's
 Common Stock from trading. If such an event of default occurs, the holders of the Note may be entitled to take various
 actions, which may include the acceleration of amounts due under the Note as described above. The Company is currently in
 discussions with the Holder to extend the "live" requirement. With regard to the amended agreement that featured a
 December 31, 2023 manifestation deadline, both parties have mutually agreed to await the approval of the RORAP coins presence on the
 Monetaforge Marketplace by the first week of April 2024, which will facilitate the beginning of RORAP's presence on multiple
 digital coin exchange platforms over the next 90 days".

the notes for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument

 Promissory Debenture

 On February 15, 2020, the Company entered into
Promissory Agreement and Convertible Debentures ("Promissory Debentures") with Emry for a principal sum of $70,000 (which
was paid in two tranches: $50,000, paid on February 15, 2020, and $20,000, paid in April 2020). The Promissory Debentures bear interest,
both before and after default, at 15% per month, calculated and compounded monthly. At the election of the holder, at any time during
the period between the date of issuance and the one-year anniversary of the Promissory Debentures, the Promissory Debentures are convertible
into shares of the Company's common stock at a conversion price of $0.001 per share. In addition, the Promissory Debentures provide
for an interest equal to 15% of TNRG annual sales, payable on the 2 nd day following the date of issuance of the Company's
audited financial statements.

 On June
24, 2020, Emry, holder of (i) Promissory Debentures in principal amount of $70,000 dated February 15, 2020, and (ii) that certain convertible
promissory note in principal amount of $85,766 dated April 22, 2019, sold 50% of each (Promissory Debentures and convertible promissory
note), including accrued and unpaid interest, fees and penalties, in separate transactions to third party companies, SP11 Capital Investments
and E.L.S.R. CORP, Florida companies, such that SP11 Capital Investments and E.L.S.R. CORP each hold 50% of each respective debt instrument.

 On October
4, 2020, SP11 converted $35,000 of its Promissory Debentures at $0.01 per share into 3,500,000 shares of the Company's common stock.
On November 22, 2021, the loan of $48,000 and accrued and unpaid interest of $573,798 totaling $621,798 was forgiven by EMRY. On April
17, 2023, the Company informed SP11 and ELSR Corporation of an illegal convertible promissory note (the "Notes") in the name
of Thunder Energies Corporation. The Notes are being cancelled by Thunder Energies Corporation as there is no record of consideration
paid to the Company, the agreement for the Notes was not an arm's length transaction with the lender and borrower, and it violates
Chapter 687 of the 2022 Florida Statutes – Commercial Relations, Interest and Usury; Lending Practices. The Company will no longer
accrue interest or penalties on these Notes. The Company will continue to recognize the Notes and accrued interest recorded in the Consolidated
Balance Sheets with a total balance due of $6,810,915 ($120,766 of Notes and $6,690,149 of accrued interest) as of April 17, 2023.

 On September 8, 2022, the Company entered into
a Membership Interest Purchase Agreement ("Agreement") with Fourth & One, LLC ("Fourth & One") with respect
to the sale and transfer of 51.5% of Fourth & One's interest in WC Mine Holdings, LLC ("WCMH") giving the Company
a 30.9% ownership in WCMH for consideration totaling $5,450,000 for the Kinsley Mountain mineral, resources, and water rights. The preliminary
appraisal of the property value is estimated at approximately $33 million. In exchange, the Company issued Fourth & One a promissory
note of $4,000,000 and 2,000 RoRa Prime digital coins ("Coins"), valued at $1,450,000. The promissory note provides for no
interest and matures on October 31, 2022 ("Maturity Date"). In addition, the promissory note provides that the Company may
convert all amounts at any time prior to the Maturity Date and after gaining approval by the Securities and Exchange Commission of the
Company's REG A II Offering and Fourth & One may convert all amounts into common stock prior to the Maturity Date at a conversion
price of $2.00 per share. The Agreement also provides that should Fourth & One not be able to convert the Coins on or before October
31, 2022 at a conversion ratio of $800 per Coin, the Company will purchase all of the Coins for a total of $1,600,000 (2,000 Coins at
$800 per Coin) on October 31, 2022. Fourth & One converted the promissory note of $4,000,000 into 2,000,000 shares of the Company's
common stock. Should the Coins not go "live" by August 30, 2023, the Company will exchange the Coins requirement with 725,000
shares of the Company's common stock, valued at $1,450,000 ("Exchange"), but Fourth & One must first exercise their
right to return the Coins to the Company. On November 17, 2023, Fourth & One exercised their right and returned the 2,000 Coins to
finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000 common shares. In addition, the Amendment allows
for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share should the Company fail to meet the Regulation A Tier
II offering of $3.00 per share by December 31, 2023. As of the date of this filing, the Securities and Exchange Commission ("SEC")
has not authorized the Company's Regulation A Tier II offering and therefore, the Amendment for the repurchase of up to a total
of 2,725,000 common shares at $3.00 per share remains a contingency.

 On November 1, 2022, the Company and Fourth &
One mutually agreed to terminate the Agreement and the Company was released from any obligations.

a Membership Interest Purchase Agreement ("Agreement") with Fourth & One with respect to the sale and transfer of 51.5%
of Fourth & One's interest in WCMH giving the Company a 30.9% ownership in WCMH for consideration totaling $5,450,000. In exchange,
the Company issued Fourth & One a promissory note of $4,000,000 and 2,000 RoRa Prime Coins ("Coins"), valued at $1,450,000
(combined "Related Liabilities"). On May 30, 2023, the Fourth & One agreement contingencies were removed and the Company
recorded an investment and Related Liabilities totaling $5,450,000 ($4,000,000 as a convertible promissory note and $1,450,000 presented
as other current liabilities in the balance sheet). Fourth & One converted the promissory note of $4,000,000 into 2,000,000 shares
of the Company's common stock. Should the Coins not go "live" by August 30, 2023, the Company will exchange the Coins
requirement with 725,000 shares of the Company's common stock, valued at $1,450,000 ("Exchange"), but Fourth & One
must first exercise their right to return the Coins to the Company. On November 17, 2023, Fourth & One exercised their right and returned
the 2,000 Coins to finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000 common shares. In addition,
the Amendment allows for the repurchase of up to a total of 2,725,000 common shares at $3.00 per share should the Company fail to meet
the Regulation A Tier II offering of $3.00 per share by December 31, 2023. As of the date of this filing, the Securities and Exchange
Commission ("SEC") has not authorized the Company's Regulation A Tier II offering and therefore, the Amendment for the
repurchase of up to a total of 2,725,000 common shares at $3.00 per share remains a contingency. On December 31, 2023, the Agreement was
mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth &
One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the Company's investment

a Joint Marketing and Advertising Agreement with the Las Vegas Aces ("Aces") professional Women's basketball team. The
Aces shall provide the Company branding, digital advertising, and partner marketing and advertising for payments totaling $875,000, $901,250,
and $928,288 for the years 2023, 2024, and 2025, respectively. The agreement is effective December 15, 2022 through December 31, 2025,
with an option to extend for an additional two years, unless terminated sooner. During the years ended December 31, 2023 and 2022, the
Company made payments of $50,000 and $0, respectively, to the Aces with a balance due of $825,000 and $36,745 as of December 31, 2023
and 2022, respectively. In January 2024, the Company made a payment of $75,000 to the Aces.

engagement letter with SP Securities LLC in which SP Securities will serve as a corporate advisor for the Company's market value
collateralized bond obligation program. The consulting fee shall be a cash fee in the amount of (i) $15,000 due and payable at the signing
of this Agreement and $10,000 due and payable on April 17, 2023 and (ii) $15,000 due and payable on the 1st day of each succeeding calendar
month, commencing on May 1, 2023. The Company has paid a retainer fee of $40,000 during the year ended December 31, 2023 with a prepaid
balance of $40,000 and $0 as of December 31, 2023 and 2022, respectively.

Legal Services Agreement with The George Law Group in connection with an issuance of multi-tranched securitization ("Financing")
which shall utilize a pledge of the Company's stock and other properties currently owned or under the Company's control. The
legal fee shall be one-half of one percent (0.5%) of the par amount of any Financing. The Company has paid retainers of $36,020 and $42,000
during the years ended December 31, 2023 and 2022, respectively, with a prepaid balance of $78,020 and $42,000 as of December 31, 2023

market value collateralized bond obligation program, the Company entered into a Credit Rating Agreement with Moody's Investor Service
("Moody's") in which Moody's will evaluate the relative future creditworthiness of the collateralized bond obligation
program. The credit rating fee shall be 7% of the issuance plus initial fees of approximately $115,000 and an annual monitoring fee of

Date"), the Company entered into a Land Purchase and Sale Agreement ("Land Purchase") to acquire 65.9 acres located
at 0 Highway 59, Commerce, Georgia 30530 further described in the deed book as TR1 PB E-140 & TR 2 PB 36-95 for a purchase price of
$4,942,500. The property is being sold subject to an earnest money payment of $75,000 on or before November 23, 2023, as amended, and
a due diligence period of 90 days from the Binding Agreement Date. The scheduled closing date of the Land Purchase is May 1, 2024, as
amended. On January 31, 2024, the Company paid the earnest money of $75,000.

and December 28, 2022, Mr. Ricardo Haynes, the Company's sole Director, Chief Executive Officer ("CEO") and Chairman
of the Board, and the acting sole officer of the Company entered into an Employment Agreement with the Company. The Employment agreement
terminates September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months'
notice. In addition, Mr. Haynes is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation
each year, provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option
plan. Under this Employment agreement, the CEO will be entitled to the following:

 Base salary of $11,000 per month paid on a bi-weekly basis starting January 2, 2023.

 7,500,000 newly issued Preferred A shares of TNRG stock CUSIP (88604Y209) Cert No. 400002.

 750 newly issued Preferred B shares of TNRG stock CUSIP (88604Y209), Cert. No. 500002.

 1,500 newly issued Preferred C shares of TNRG stock CUSIP (8860Y209), Cert No. 600002.

 $7,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 Base salary increased to $13,500 per month on a bi-monthly basis starting January 15, 2024. The
 Company also approved a one-time $50,000 advance against future monthly compensation to be repaid $4,167 per payment through
 December 15, 2024.

 5,000,000 shares of TNRG common stock in the Company upon the effectiveness of the Company's S-1.

Agreements with individuals for positions in the Company. Each of the Employment agreements shall begin October 1, 2022 and terminate
September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months' notice. In
addition, each employee is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation each year,
provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option plan. Under
these Employment agreements, each employee will be entitled to the following:

 $24,000 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 $12,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 $3,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 $2,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 The Company had been in discussions with the Shareholders
for repayment by them of the Acquisition of Preferred Shares and finalized the Employment Agreements on October 1, 2022 for positions
in the Company. As a result, the Company recorded the purchase price payable by these employees as compensation on March 1, 2022 (see
Note 1).

the Company entered into a Consulting Agreement with Top Flight Development, LLC ("Top Flight"), an entity controlled by the
father of the Company's Director Real Estate Development, to provide consulting services to the Company. The consulting agreement
is in effect until the Company is profitable with a balance sheet of over $400 million or thirty-six (36) months, whichever is longer.

 1.

 Up to 50,000,000 common shares and $6,000,000 as bonuses based on the goals outlined in the agreement as follows:

 a total of 5,000,000 common shares issued on December 15, 2022, valued at $1,000 (based on the Company's stock price on the date of issuance), vesting immediately, and a bonus of $400,000 resulting from the Company's execution of the Joint Marketing and Advertising Agreement with the Las Vegas Aces professional Women's basketball team. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 a total of 12,000,000 common shares issued on January 5, 2023, valued at $1,140,000 (based on the Company's stock price on the date of issuance), vesting immediately (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company's investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company's Consolidated Statements of Operations as of December 31, 2023.

 a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $2,800,000 resulting from the activation of the $40,000,000 RoRa coins on a recognized exchange which is expected to occur in June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

 a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $1,600,000 resulting from the Company's investment and promotion of Bear Village Resort's facilities in Tennessee and Georgia which is expected to occur subsequent to the Company's Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

 2.

 Shall be paid $21,000 per month beginning May 2022 increasing to $25,000 per month beginning January 2023.

 3.

 Additional awards may be made at the Company's discretion based on other strategic goals. There were no additional awards granted for the year ended December 31, 2023.

the Company paid Top Flight $368,700 ($153,000 for monthly consulting services and $215,700 for goals-based bonus) and $324,600 ($171,600
for monthly consulting services and $153,000 for goals-based bonus), respectively, with a balance due of $205,300 and $247,000 as of December
31, 2023 and 2022, respectively. In January 2024, the Company paid Top Flight $525,000 ($205,300 balance due on consulting services due
as of December 31, 2023 and $319,700 paid in advance for 2024 consulting services).

Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is
profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement,
the third party will be entitled to a total of 5,000,000 common shares, valued at $150,000 (based on the Company's stock price on
the date of issuance) and vesting immediately. The shares are included under Common stock to be
issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted
into 5,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000)
votes and converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, the consultant converted 5,000
shares of the Series B Convertible Preferred Stock into 5,000,000 common shares.

Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is
profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement,
the third party will be entitled to a total of 2,000,000 common shares, valued at $60,000 (based on the Company's stock price on
the date of issuance) and vesting immediately. The shares are included under Common stock to be
issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted
into 2,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000)
votes and converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, the consultant converted 2,000
shares of the Series B Convertible Preferred Stock into 2,000,000 common shares.

Agreement to issue an additional 100 shares of Series B Convertible Preferred Stock, vesting immediately. The consultant elected to exchange
these shares for an aggregate of 100,000 common shares as each Series B Convertible Preferred share converts into one thousand (1,000)

14,000,000 restricted common shares to three third parties, valued at $951,500 (based on the estimated fair value of the stock on the

restricted common shares to a third party, valued at $26,300 (based on the estimated fair value of the stock on the date of grant) to

the return of his investment capital of $1,000 in exchange for the return of 14,286 shares of the Company's common stock that the
shareholder received through the conversion of his convertible note. The Company paid the $1,000 on February 5, 2024.

 Off-Balance Sheet Arrangements

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

 Inflation

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

 Item 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.

 Evaluation of Disclosure Controls and Procedures

 We maintain disclosure controls and procedures
(as defined in Rule 13a-l5(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed
in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC's rules and
forms, and that such information is accumulated and communicated to our management, including to our Chairman and Principal Accounting
Officer, as appropriate, to allow timely decisions regarding required disclosure.

 Our management, under the supervision and with
the participation of our Chairman and Principal Accounting Officer, has evaluated the effectiveness of our disclosure controls and procedures
as defined in SEC Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report. Based on such evaluation, management
identified deficiencies that were determined to be a material weakness.

 Management's Report on Internal Controls over Financial Reporting

 The Company's management is responsible
for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-l5(f) of the Securities Exchange
Act). Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2022.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") (2013). Based on that assessment, management believes that, as of December 31, 2023, the Company's internal
control over financial reporting was ineffective based on the COSO criteria, due to the following material weaknesses listed below.

 The specific material weaknesses identified by
the company's management as of end of the period covered by this report include the following:

 we have not performed a risk assessment and mapped our processes to control objectives;

 we have not implemented comprehensive entity-level internal controls;

 we have not implemented adequate system and manual controls. As such, there was inadequate cross functional review of the debt agreements; and

 we do not have sufficient segregation of duties. As such, the officers approve their own related business expense reimbursements.

 At this time, we do not have a quailed financial expert on our board because we have not been able to hire a qualified candidate.

 Despite the material weaknesses reported above,
our management believes that our consolidated financial statements included in this report fairly present in all material respects our
financial condition, results of operations and cash flows for the periods presented and that this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report.

 This report does not include an attestation report
of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject
to attestation by our registered public accounting firm pursuant to rules of the Commission that permit us to provide only management's
report in this report.

 Management's Remediation Plan

 The weaknesses and their related risks are not
uncommon in a company of our size because of the limitations in the size and number of staff. Due to our size and nature, segregation
of all conflicting duties has not always been possible and may not be economically feasible.

 However,
we plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period
covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate
such weaknesses, we plan to implement the following changes in the current fiscal year as resources allow:

 (i)

 appoint additional qualified personnel to address inadequate segregation of duties and implement modifications to our financial controls to address such inadequacies.

 (ii)

 appoint a quailed financial expert to our board to address inadequate segregation of duties and financial controls.

 The remediation efforts set out herein will be
implemented in the current 2023 fiscal year. Because of the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

 Management believes that despite our material
weaknesses set forth above, our consolidated financial statements for the year ended December 31, 2023 are fairly stated, in all material
respects, in accordance with U.S. GAAP.

 Changes in Internal Control over Financial Reporting

 There have been no changes in our internal control
over financial reporting during the fiscal year ended December 31, 2023 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

 Item 9B. Other Information.

 During the year ended December 31, 2023, no director or officer
of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined
in Item 408(a) of Regulation S-K.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.

 Not applicable

 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, 2023 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

 Mr. Ricardo Haynes (1)

 Chairman, Principal Accounting Officer

 __________

 (1) Mr. Haynes was appointed Chairman and CEO
on March 1, 2022. Mr. Haynes will serve as a director until the next annual shareholder meeting.

 Mr. Ricardo Haynes, sole Director, CEO
and Chairman of the Board, and the acting sole officer of the Company

 Mr. Haynes is 58 years
old. He is a highly accomplished business development executive with more than 20 years of experience in producing exponential revenue
growth, cultivating enduring relationships within the hospitality and financial industry. Worked for Marriot Corporation for over 15 years
in property development, licensing and investment. Also operated in the financial industry providing corporate bond placement and project
financing. Total experience includes commercial real estate sales and loan origination with regional and nationally based lending institutions,
corporate finance consulting. Grass roots development experience in creating and issuing collateralized bond obligation and related instruments.
Over the last 5 years Mr. Haynes has worked assisting clients in construction financing in both commercial and hospitality markets with
Candela Group, Ltd. In Alberta, Canada.

 Mr. Haynes's qualifications to serve on
our board of directors include his experience in commercial real estate development and financing.

 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.

 Committees of the Board

 Our Company currently does not have nominating,
compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation
or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the directors
can adequately perform the functions of such committees.

 In lieu of an audit committee, the Company's
board of directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the
scope, results and effectiveness of the annual audit of the Company's consolidated financial statements and other services provided
by the Company's independent public accountants. The board of directors and the Chief Executive Officer of the Company review the
Company's internal accounting controls, practices and policies.

 Audit Committee Financial Expert

 Our board of directors has determined that we
do not have a board member that qualifies as an "audit committee financial expert" as defined in Item 407(D)(5) of Regulation
S-K, nor do we have a board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule
14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

 We believe that our directors are capable of analyzing
and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting. The directors
of our Company do not believe that it is necessary to have an audit committee because management believes that the board of directors
can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent director who would qualify
as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given
the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

 Involvement in Certain Legal Proceedings.

 From time to time, various lawsuits and legal
proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result
in these, or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings
or claims that it believes will have a material adverse effect on its business, financial condition or operating results except:

 On March 27, 2023, Moshe Zuchaer ("Plaintiff")
filed a complaint against Thunder Energies Corporation ("Thunder") in the pending 17th Judicial Circuit Court in and for Broward
County, Florida, (the "Florida Court"), Case Number CACE-23-011885 (the "Complaint").

 The complaint alleges that the Plaintiff holds
a matured convertible promissory note totaling $487,372 comprised of $410,000 principal and $77,372 accrued interest. In addition, Mr.
Zuchaer claims he is entitled to a default premium equaling 5% of the outstanding principal and interest and a per diem interest of approximately
$90.

 On December 21, 2023, the Company was notified that
Zuchaer was awarded a judgement in the amount of approximately $527,498 plus costs and attorney fees for a judgement totaling $533,268.
In addition, Mr. Zuchaer is entitled to interest at the rate of approximately $117 per day from August 10, 2023 through September 15,
2023, all of which shall bear interest thereafter at the rate of 5.52% per year. The Company has recorded this liability under short-term

 A court hearing has been scheduled for June 20, 2024
in which the Company must appear to explain why the Company has failed to comply with the judgement.

 No assurance can be made that this matter together
with the potential for reputational harm, will not result in a material financial exposure, which could have a material adverse effect
on the Company's financial condition, results of operations, or cash flows.

 We may become involved in material legal proceedings
in the future. To the best our knowledge, none of our directors, officers or affiliates is involved in a legal proceeding adverse to our
business or has a material interest adverse to our business.

 Conflicts of Interest

 Certain potential conflicts of interest are inherent in the relationships
between our officers and directors and us.

 From time to time, one or more of our affiliates
may form or hold an ownership interest in and/or manage other businesses both related and unrelated to the type of business that we own
and operate. These persons expect to continue to form, hold an ownership interest in and/or manage additional other businesses which may
compete with our business with respect to operations, including financing and marketing, management time and services and potential customers.
These activities may give rise to conflicts between or among the interests of us and other businesses with which our affiliates are associated.
Our affiliates are in no way prohibited from undertaking such activities, and neither we nor our shareholders will have any right to require
participation in such other activities.

 We may transact business with some of our officers,
directors and affiliates, as well as with firms in which some of our officers, directors or affiliates have a material interest, potential
conflicts may arise between the respective interests of us and these related persons or entities. We believe that such transactions will
be effected on terms at least as favorable to us as those available from unrelated third parties. As of this filing, we have not transacted
business with any officer, director, or affiliate.

 With respect to transactions involving real or
apparent conflicts of interest, we have adopted policies and procedures which require that: (i) the fact of the relationship or interest
giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization
or approval, (ii) the transaction be approved by a majority of our disinterested outside directors, and (iii) the transaction be fair
and reasonable to us at the time it is authorized or approved by our directors.

 Our policies and procedures regarding transactions
involving potential conflicts of interest are not in writing. We understand that it will be difficult to enforce our policies and procedures
and will rely on and trust our officers and directors to follow our policies and procedures. We will implement our policies and procedures
by requiring the officer or director who is not in compliance with our policies and procedures to remove himself and the other officers
and directors will decide how to implement the policies and procedures, accordingly.

 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, 2023, 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

 Mr. Ricardo Haynes

 None

 None

 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.

 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, 2023, 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)

 Name and principal

 Salary

 Bonus

 Stock

 Awards

 Option

 Awards

 Non-equity

 Incentive plan

 Compensation

 Nonqualified deferred compensation earnings

 All other

 Compensation

 Total

 position

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Mr. Ricardo Haynes,

 2023

 164,671

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 164,671

 2022

 47,708

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 47,708

 Chairman and CEO(1)

 2021

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 __________

 (1) Mr. Haynes was appointed March 1, 2022.

 Director Compensation

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 Name and principal

 Fees Earned or Paid in Cash

 Stock Awards

 Option Awards

 Non-Equity Incentive Plan Compensation

 Nonqualified deferred compensation earnings

 All Other Compensation

 Total

 position

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Mr. Ricardo Haynes,

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 Chairman

 _________

 (1) Mr. Haynes was appointed March 1, 2022.

 The Company's director is an employee of
the Company and has not been separately compensated for his service to the Company as a director.

 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 this filing, our Board of Directors consisted
of Mr. Ricardo Haynes. At present, the Board of Directors has not established any committees.

 Director Compensation.

and December 28, 2022, Mr. Ricardo Haynes, the Company's sole Director, Chief Executive Officer ("CEO") and Chairman
of the Board, and the acting sole officer of the Company entered into an Employment Agreement with the Company. The Employment agreement
terminates September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months'
notice. In addition, Mr. Haynes is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation
each year, provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option
plan. Under this Employment agreement, the CEO will be entitled to the following:

 Base salary of $11,000 per month paid on a bi-weekly basis starting January 2, 2023.

 7,500,000 newly issued Preferred A shares of TNRG stock CUSIP (88604Y209) Cert No. 400002.

 750 newly issued Preferred B shares of TNRG stock CUSIP (88604Y209), Cert. No. 500002.

 1,500 newly issued Preferred C shares of TNRG stock CUSIP (8860Y209), Cert No. 600002.

 $7,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 Base salary increased to $13,500 per month on a bi-monthly basis starting January 15, 2024. The
 Company also approved a one-time $50,000 advance against future monthly compensation to be repaid $4,167 per payment through
 December 15, 2024.

 5,000,000 shares of TNRG common stock in the Company upon the effectiveness of the Company's S-1.

 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, 2023, 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.

 Title of Class

 Name and Address of Beneficial Owner

 Amount and

 Nature of

 Beneficial

 Owner (1)

 Percent of

 Class (2)

 Mr. Ricardo Haynes

PMB 388, 8570 Stirling Rd. Suite 102

Hollywood, FL 33024

 5,580,172

 4.7%

 Top Flight Consulting

PMB 388, 8570 Stirling Rd. Suite 102

Hollywood, FL 33024

 8,666,666

 7.2%

 Mr. Rodney Zehner

PMB 388, 8570 Stirling Rd. Suite 102

Hollywood, FL 33024

 10,000,000

 8.4%

 Mr. Yogev Shvo (1)

PMB 388, 8570 Stirling Rd. Suite 102

Hollywood, FL 33024

 5,000,000

 4.2%

 Officers and Directors as a group

 5,580,172

 4.7%

 ___________

 (1)

 Mr. Shvo is the Company's previous Chairman and CEO.

 (2)

 Based on total of 112,665,039 common shares outstanding.

 The following table sets forth, as of March 31,
2024, the number of shares of our Series "A", "B", and "C" 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

 Series

 Amount and

 Nature of

 Beneficial Ownership

 Percentage of

 Class

 The Preferred Shareholders of Bear Village, Inc. (1)

4002 Highway 78, Suite 530, Box 296

Snellville, GA 30039

 A

 100%

 The Preferred Shareholders of Bear Village, Inc. (2)

4002 Highway 78, Suite 530, Box 296

Snellville, GA 30039

 B

 48,100

 100%

 The Preferred Shareholders of Bear Village, Inc. (3)

4002 Highway 78, Suite 530, Box 296

Snellville, GA 30039

 C

 100%

 ___________

 (1)

 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.

 (2)

 The Series "B" Convertible Preferred Stock has 1,000 votes per share and is convertible into 1,000 shares of our common stock at the election of the shareholder.

 (3)

 The Series "C" Convertible Preferred Stock has 1,000 votes per share and is non-convertible into shares of our common stock.

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

 Transactions with Related Persons, Promoters
and Certain Control Persons.

 Other than compensation arrangements, we describe
below transactions and series of similar transactions, since January 1, 2021 (i.e., the last two completed fiscal years), to which we
were a party or will be a party, in which the amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of
our total assets at year-end for the last two completed fiscal years; and any of our directors, executive officers, or holders
of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect
material interest. Compensation arrangements, including employment agreements, for our directors and named executive officers are described
elsewhere in "Executive Compensation - Agreements with Executive Officers."

 In April 2023, the Company advanced an officer
$3,000 with no amounts repaid. The Company is in process to have this amount repaid.

and December 28, 2022, Mr. Ricardo Haynes, the Company's sole Director, Chief Executive Officer ("CEO") and Chairman
of the Board, and the acting sole officer of the Company entered into an Employment Agreement with the Company. The Employment agreement
terminates September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months'
notice. In addition, Mr. Haynes is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation
each year, provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option
plan. Under this Employment agreement, the CEO will be entitled to the following:

 Base salary of $11,000 per month paid on a bi-weekly basis starting January 2, 2023.

 7,500,000 newly issued Preferred A shares of TNRG stock CUSIP (88604Y209) Cert No. 400002.

 750 newly issued Preferred B shares of TNRG stock CUSIP (88604Y209), Cert. No. 500002.

 1,500 newly issued Preferred C shares of TNRG stock CUSIP (8860Y209), Cert No. 600002.

 $7,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 Base salary increased to $13,500 per month on a bi-monthly basis starting January 15, 2024. The Company also approved a one-time $50,000 advance against future monthly compensation to be repaid $4,167 per payment through December 15, 2024.

 5,000,000 shares of TNRG common stock in the Company upon the effectiveness of the Company's S-1.

Agreements with individuals for positions in the Company. Each of the Employment agreements shall begin October 1, 2022 and terminate
September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six month's notice. In
addition, each employee is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation each year,
provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option plan. Under
these Employment agreements, each employee will be entitled to the following:

 o

 $24,000 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 o

 o

 $12,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 o

 o

 $3,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 o

 o

 $2,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 o

the Company entered into a Consulting Agreement with Top Flight Development, LLC ("Top Flight"), an entity controlled by the
father of the Company's Director Real Estate Development, to provide consulting services to the Company. The consulting agreement
is in effect until the Company is profitable with a balance sheet of over $400 million or thirty-six (36) months, whichever is longer.

 1.

 Up to 50,000,000 common shares and $6,000,000 as bonuses based on the goals outlined in the agreement as follows:

 a total of 5,000,000 common shares issued on December 15, 2022, valued at $1,000 (based on the Company's stock price on the date of issuance), vesting immediately, and a bonus of $400,000 resulting from the Company's execution of the Joint Marketing and Advertising Agreement with the Las Vegas Aces professional Women's basketball team. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 a total of 12,000,000 common shares issued on January 5, 2023, valued at $1,140,000 (based on the Company's stock price on the date of issuance), vesting immediately (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company's investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company's Consolidated Statements of Operations as of December 31, 2023.

 a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $2,800,000 resulting from the activation of the $40,000,000 RoRa coins on a recognized exchange which is expected to occur in June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

 a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $1,600,000 resulting from the Company's investment and promotion of Bear Village Resort's facilities in Tennessee and Georgia which is expected to occur subsequent to the Company's Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

 2.

 Shall be paid $21,000 per month beginning May 2022 increasing to $25,000 per month beginning January 2023.

 3.

 Additional awards may be made at the Company's discretion based on other strategic goals. There were no additional awards granted for the year ended December 31, 2023.

the Company paid Top Flight $368,700 ($153,000 for monthly consulting services and $215,700 for goals-based bonus) and $324,600 ($171,600
for monthly consulting services and $153,000 for goals-based bonus), respectively, with a balance due of $205,300 and $247,000 as of December
31, 2023 and 2022, respectively. In January 2024, the Company paid Top Flight $525,000 ($205,300 balance due on consulting services due
as of December 31, 2023 and $319,700 paid in advance for 2024 consulting services).

of common stock (90,000,000 shares from related parties and 7,100,000 shares from third parties) elected to exchange these shares for
an aggregate of 97,100 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand
(1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

Series B Convertible Preferred Stock (46,900 shares from related parties, including 15,400 shares from Top Flight, and 7,100 shares from
third parties) elected to exchange these shares for an aggregate of 54,000,000 shares of common stock. Each Series B Convertible Preferred

 Policies and Procedures for Related Party Transactions

 Given our small size and limited financial resources,
we have not adopted formal policies and procedures for the review, approval or ratification of transactions with our executive officer(s),
director(s) and significant shareholders. We rely on our board to review related party transactions on an ongoing basis to prevent conflicts
of interest. Our board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of
such person's immediate family. Transactions are presented to our board for approval before they are entered into or, if this is
not possible, for ratification after the transaction has occurred. If our board finds that a conflict of interest exists, then it will
determine the appropriate remedial action, if any. Our board approves or ratifies a transaction if it determines that the transaction
is consistent with the best interests of the Company. We intend to establish formal policies and procedures in the future, once we have
sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification
of our board of directors, or an appropriate committee thereof.

 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.

 2023

 2022

 Audit fees (1)

 $

 70,500

 $

 67,000

 Audit related fees (2)

 $

 –

 $

 –

 Tax fees

 $

 –

 $

 –

 All other fees

 $

 –

 $

 –

 ________________________

 (1)
 "Audit fees" are fees billed or billable by our external auditor for services provided in
auditing and reviewing our financial statements for the respective years.

 (2)
 "Audit-related fees" relate to professional services
that are reasonably related to the performance of the audit or review of our financial statements.

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

 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)

 Initial Articles of Incorporation filed with Form 10 Registration Statement on July 21, 2011

 (3.2)

 Amendment to Articles of Incorporation dated July 29, 2013

 (3.3)

 Amendment to Articles of Incorporation dated October 7, 2013

 (3.4)

 Amendment to Articles of Incorporation dated April 25, 2014

 (3.5)

 Bylaws filed with Form 10 Registration Statement on July 21, 2011

 (10.1)

 Stock Purchase Agreement with Northbridge Financial, Inc.

 (11.1)

 Statement re: computation of per share Earnings

 Note 3 to Financial Stmts.

 (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)

 (101.SCH)

 (101.CAL)

 (101.DEF)

 (101.LAB)

 (101.PRE)

 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.

 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.

 NAME

 TITLE

 DATE

 /s/ Ricardo Haynes

 Principal Executive Officer,

 Principal Accounting Officer,

 Chairman of the Board of Directors

 April 15, 2024

 Ricardo Haynes

 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.

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 6651)

 Consolidated Balance Sheets at December 31, 2023 and 2022

 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

 Consolidated Statement of Changes in Shareholders' Deficit for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F- 1

 Report of Independent Registered Public Accounting Firm

 Board of Directors and Shareholders

 Thunder Energies Corporation

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Thunder Energies Corporation (the "Company") as of December 31, 2023, and 2022, and the related consolidated
statements of operations, changes in stockholders' deficit, and cash flows for the years then ended, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the consolidated financial statements present fairly, in all material
respects, the consolidated financial position of Thunder Energies Corporation as of December 31, 2023, and 2022, and the consolidated
results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in
the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying financial statements have been
prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and
satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $16,745,786 and $7,486,937 at
December 31, 2023 and 2022, respectively, a working capital deficit of $9,226,243 and $6,630,894 at December 31, 2023 and 2022, respectively,
a net loss of $9,258,849 and $5,466,473 for the years ended December 31, 2023 and 2022, respectively, and net cash used in operating activities
of $1,013,960 and $775,219 for the years ended December 31, 2023 and 2022, respectively, with no revenue earned since inception, and a
lack of operational history. These matters raise substantial doubt about the Company's ability to continue as a going concern.

 Basis for Opinion

 These financial statements are the responsibility
of the entity's management. Our responsibility is to express an opinion on these financial statements based on our audits. 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 Thunder Energies Corporation 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 audits 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. Thunder Energies Corporation 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 entity's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits 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 audits 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 audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters
arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee
and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ Kreit & Chiu CPA LLP

 We have served as Thunder Energies Corporation
auditor since 2020.

 New York, New York

 April 15, 2024

 F- 2

 Consolidated Balance Sheets

 December 31,

 2023

 2022

 ASSETS

 Current assets:

 Cash

 $

 $

 Notes receivable - related party

 7,403

 26,200

 Deferred offering costs

 –

 9,000

 Prepaid expenses

 146,520

 61,811

 Total current assets

 154,519

 145,892

 Total assets

 $
 154,519

 $
 145,892

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable

 $
 1,180,382

 $
 82,819

 Accrued expenses

 58,300

 283,745

 Derivative liability

 79,562

 85,590

 Short-term convertible notes payable, net of discount of $ 0 and $ 0, respectively

 750,766

 1,568,366

 Accrued interest

 7,311,752

 4,756,266

 Total current liabilities

 9,380,762

 6,776,786

 Non-current liabilities:

 Long-term convertible notes payable

 –

 8,000

 Total non-current liabilities

 –

 8,000

 Total liabilities

 9,380,762

 6,784,786

 Commitments and contingencies (Note 10)

 –

 –

 Stockholders' deficit

 Preferred stock - Series A: $ 0.001 par value, 50,000,000 authorized; 50,000,000 and 50,000,000 shares issued and outstanding, respectively

 Preferred stock - Series B: $ 0.001 par value, 10,000,000 authorized; 48,100 and 5,000 shares issued and outstanding, respectively

 Preferred stock - Series C: $ 0.001 par value, 10,000,000 authorized; 10,000 and 10,000 shares issued and outstanding, respectively

 Common stock: $ 0.001 par value 900,000,000 authorized; 111,665,039 and 25,140,735 shares issued and outstanding, respectively

 111,665

 25,140

 Additional paid-in-capital

 7,270,820

 720,888
)

 Common stock to be issued

 87,000

 52,000

 Accumulated deficit

 ( 16,745,786
)

 ( 7,486,937
)

 Total stockholders' deficit

 ( 9,226,243
)

 ( 6,638,894
)

 Total liabilities and stockholders' deficit

 $
 154,519

 $
 145,892

 See notes to consolidated financial statements

 F- 3

 Consolidated Statements of Operations

 Years Ended December 31,

 2023

 2022

 Net revenues

 $
 –

 $
 –

 Cost of sales

 –

 –

 Gross Profit

 –

 –

 Operating expenses:

 Advertising and marketing expenses

 841,922

 43,957

 General and administrative

 5,696,477

 2,342,346

 Total operating expenses

 6,538,399

 2,386,303

 Loss from operations

 ( 6,538,399
)

 ( 2,386,303
)

 Other (income) expense:

 Change in derivative liability

 ( 6,028
)

 2,186

 Accretion of debt discount

 –

 241,876

 Accretion of beneficial conversion feature

 –

 Interest expense

 2,556,418

 3,737,108

 Other expense

 27,835

 –

 Gain on disposal of discontinued operations

 –

 ( 901,000
)

 Total other expense

 2,720,450

 3,080,170

 Loss before income taxes

)

)

 Income taxes

 –

 –

 $
)

 $
)

 Net loss per share, basic and diluted

 $
 ( 0.13
)

 $
 ( 0.08
)

 Weighted average number of shares outstanding

 Basic and diluted

 73,269,271

 71,354,434

 See notes to consolidated financial statements

 F- 4

 Consolidated Statements of Changes in Stockholders'
Deficit

 Preferred Stock A *

 Preferred Stock B *

 Preferred Stock C *

 Balance, January 1, 2022

 $

 5,000

 $

 $

 Common shares returned to treasury for cancellation

 –

 –

 –

 –

 –

 –

 Issuance of fully vested common shares issued against employment services

 –

 –

 –

 –

 –

 –

 Issuance of fully vested common shares issued for consulting services

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 Balance, December 31, 2022

 $

 5,000

 $

 $

 Balance, January 1, 2023

 $

 5,000

 $

 $

 Conversion of notes payable for unissued common stock

 –

 –

 –

 –

 –

 –

 Common shares issued for services

 –

 –

 –

 –

 –

 –

 Conversion of convertible notes payable to common stock

 –

 –

 –

 –

 –

 –

 Conversion of Series B preferred stock for common stock

 –

 –

 ( 54,000
)

 ( 54
)

 –

 –

 Conversion of common stock for Series B preferred stock

 –

 –

 97,100

 –

 –

 Issuance of previously unissued common stock

 –

 Conversion of other current liabilities to common stock

 –

 –

 –

 –

 –

 –

 Beneficial conversion feature in conjunction with debt issuance

 –

 –

 –

 –

 –

 –

 Issuance of common stock for acquisition of intellectual property

 –

 –

 –

 –

 –

 –

 Capital contribution from shareholder

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 Balance, December 31, 2023

 $

 48,100

 $

 $

 (continued)

 F- 5

 Consolidated Statements of Changes in Stockholders'
Deficit

 Continued

 Common
 Stock
 to
 be Issued

 Additional Paid

 Accumulated

 Stockholders'

 in Capital

 Deficit

 Deficit

 Balance, January 1, 2022

 80,140,735

 $
 80,140

 –

 $
 –

 $
 ( 693,112
)

 $
 ( 2,020,464
)

 $
 ( 2,583,421
)

 Common shares returned to treasury for cancellation *

 ( 55,000,000
)

 ( 55,000
)

 –

 –

 55,000

 –

 –

 Issuance of fully vested common shares issued against employment
 services *#

 –

 –

 25,000,000

 25,000

 725,000

 –

 750,000

 Issuance of fully vested common shares issued for consulting services #

 –

 –

 27,000,000

 27,000

 634,000

 –

 661,000

 –

 –

 –

 –

 –

)

)

 Balance, December 31, 2022

 25,140,735

 $
 25,140

 52,000,000

 $
 52,000

 $
 720,888

 $
 ( 7,486,937
)

 $
 ( 6,638,894
)

 Balance, January 1, 2023

 25,140,735

 $
 25,140

 52,000,000

 $
 52,000

 $
 720,888

 $
 ( 7,486,937
)

 $
 ( 6,638,894
)

 Conversion of notes payable for unissued common stock

 –

 –

 5,606,791

 507,475

 –

 –

 507,475

 Common shares issued for services

 47,100,000

 47,100

 12,000,000

 12,000

 4,678,900

 –

 4,738,000

 Conversion of convertible notes payable to common stock

 12,231,359

 12,232

 –

 –

 5,256,568

 –

 5,268,800

 Conversion of Series B preferred stock for common stock

 54,000,000

 54,000

 –

 –

 ( 53,946
)

 –

 –

 Conversion of common stock for Series B preferred stock

 ( 33,100,000
)

 ( 33,100
)

 ( 64,000,000
)

 ( 64,000
)

 97,003

 –

 –

 Issuance of previously unissued common stock

 4,725,358

 4,725

 ( 4,725,358
)

 ( 420,475
)

 415,750

 –

 –

 Conversion of other current liabilities to common stock

 725,000

 –

 –

 1,449,275

 –

 1,450,000

 Cancellation of common shares and investment in Fourth & One

 ( 2,725,000
)

 ( 2,725
)

 –

 –

 ( 5,447,275
)

 –

 ( 5,450,000
)

 Beneficial conversion feature in conjunction with debt issuance

 –

 –

 –

 –

 –

 Issuance of common stock for acquisition of intellectual property

 3,567,587

 3,568

 –

 –

 ( 3,568
)

 –

 –

 Capital contribution from shareholder

 –

 –

 –

 –

 15,000

 –

 15,000

 –

 –

 –

 –

 –

)

)

 Balance, December 31, 2023

 111,665,039

 $
 111,665

 881,433

 $
 87,000

 $
 7,270,820

 $
 ( 16,745,786
)

 $
 ( 9,226,243
)

 *

 Per Note 1, on acquisition of TNRG Preferred Stock, Mr. Shvo (the Company's previous CEO) submitted 55,000,000 shares of restricted common stock to the Company's treasury for cancellation. In addition, on February 28, 2022, Mr. Shuo sold 100% of the issued and outstanding shares of preferred stock of the Company to purchaser, as defined.

 #

 Relates to issue of unregistered securities as described in Note 17. These shares are reflected in the Company's disclosures. These shares were not issued as of December 31, 2023 and 2022 and subsequently will be issued to the holders.

 See notes to consolidated financial statements

 F- 6

 Consolidated Statements of Cash Flows

 For the Years Ended December 31,

 2023

 2022

 Cash flows from operating activities:

 $
)

 $
)

 Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

 Accretion of debt discount

 241,876

 Change in fair value of derivative liability

 ( 6,028
)

 2,186

 Gain on disposal of discontinued operations

 –

 ( 901,000
)

 Stock-based compensation

 4,738,000

 1,411,000

 Convertible notes issued for services

 –

 1,500

 Changes in operating assets and liabilities:

 Notes receivable - related party

 18,797

 ( 26,200
)

 Deferred offering costs

 9,000

 ( 9,000
)

 Prepaid expenses

 ( 84,709
)

 ( 61,811
)

 Accounts payable

 1,097,563

 11,848

 Accrued interest

 2,555,486

 3,737,110

 Accrued expenses

 ( 225,445
)

 283,745

 Net cash used in operating activities

 ( 1,013,960
)

 ( 775,219
)

 Cash flows from financing activities:

 Proceeds from convertible notes payable

 950,675

 824,100

 Capital contribution from shareholder

 15,000

 –

 Net cash provided by (used in) financing activities

 965,675

 824,100

 Net increase (decrease) in cash

 ( 48,285
)

 Cash at beginning of period

 –

 Cash at end of period

 $

 $

 Non-cash investing and financing activities:

 Issuance of common stock for acquisition of intellectual property

 $
 3,568

 $
 –

 Beneficial conversion feature in conjunction with debt issuance

 $

 –

 Issuance of previously unissued common stock

 $
 415,750

 $
 –

 Conversion of notes payable for unissued common stock

 $
 507,475

 $
 –

 Conversion of convertible notes payable to common stock

 $
 5,268,800

 $
 –

 Conversion of Series B preferred stock for common stock

 $
 54,000

 $
 –

 Common stock issued against
 investment in Fourth & One

 $
 4,000,000

 $
 –

 Common stock in conjunction with
 investment

 $
 1,450,000

 $
 –

 Cancellation of common stock and investment in Fourth & One

 $
 5,450,000

 $
 –

 Conversion of common stock for Series B preferred stock

 $
 97,100

 $
 –

 Common shares returned to treasury for cancellation

 $
 –

 $
 55,000

 See notes to consolidated financial statements

 F- 7

 Notes to Consolidated Financial Statements

 For the Years Ended December 31, 2023 and 2022

 NOTE 1 – NATURE OF BUSINESS

 Corporate History and Background

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

 On July 29, 2013, the Company filed with the Florida
Secretary of State, Articles of Amendment to its Articles of Incorporation (the "Amendment") which changed the name of the
Company from CCJ Acquisition Corp. to Thunder Fusion Corporation. The Amendment also changed the principal office address of the Company
to 150 Rainville Road, Tarpon Springs, Florida 34689. On May 1, 2014, the Company filed with the Florida Secretary of State, Articles
of Amendment to its Articles of Incorporation (the "Amendment") which changed the name of the Company from Thunder Fusion
Corporation to Thunder Energies Corporation. The Company's principal office address to PMB 388, 8570 Stirling Rd., Suite 102, Hollywood,
FL, 33024. The company's current principal address is 1100 Peachtree Street NE, Suite 200, Atlanta, Georgia 30309.

 Acquisition of TNRG Preferred Stock

 Fiscal Year 2022

 On February 28, 2022, Mr. Ricardo Haynes, Mr.
Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer, each as an individual and principal shareholder ("Shareholders")
of Bear Village, Inc., a Wyoming corporation, (the "Purchaser") collectively acquired 100% of the issued and outstanding shares
of preferred stock (the "Preferred Stock") of Thunder Energies Corporation, a Florida corporation, (the "Company"
or the "Registrant") from Mr. Yogev Shvo, an individual domiciled in Florida (the "Seller") (the "Purchase").
The consideration for the Purchase was provided to the Seller by the Company on behalf of the Shareholders and was recorded as compensation
expense.

 The Preferred Stock acquired by the Purchaser consisted of:

 1.

 50,000,000 shares of Series A Convertible Preferred Stock wherein each share is entitled to fifteen (15) votes and converts into ten (10) shares of the Company's common stock.

 2.

 5,000 shares of Series B Convertible Preferred Stock wherein each share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 3.

 10,000 shares of Series C Non-Convertible Preferred Stock wherein each share is entitled to one thousand (1,000) votes and is non-convertible into shares of the Company's common stock.

 As part of the Purchase on April 13, 2022, Mr.
Shvo submitted 55,000,000 shares of restricted common stock to the Company's treasury for cancellation.

 The purchase price of $ 50,000 for the Preferred
Stock was paid in cash. The consideration for the purchase was provided to the Seller by the Company on behalf of the Purchasers. The
Company had been in discussions with the Purchasers for repayment and finalized the Employment Agreements ("Employment Agreements")
on October 1, 2022 for positions in the Company. As a result, the Company recorded the purchase price as compensation on March 1, 2022.
The Purchase of the Preferred Stock was the result of a privately negotiated transaction which consummation resulted in a change of control
of the Registrant.

 F- 8

 1)

 Purchaser accepts TNRG subject to the following existing debt and obligations:

 a.

 $ 35,000 Convertible Note held by ELSR plus accrued interest

 b.

 $ 85,766 Convertible Note held by ELSR plus accrued interest

 c.

 $ 220,000 Convertible Note held by 109 Canon plus accrued interest

 d.

 $ 410,000 Convertible Note held by Moshe Zucker plus accrued interest of which $ 190,000 has recently been converted into 3,800,000 shares of restricted common stock.

 e.

 Auditor Invoice estimated at $30,000 past due and $37,000 for completion of 2021

 f.

 Accountant Invoice estimated at $42,500 and approximately $4,500 for completion of 2021

 g.

 No other debt or liability is being assumed by Purchaser

 h.

 Purchaser specifically assumes no liability regarding any dispute between Orel Ben Simon and the Seller. Seller shall indemnify Company as required in the body of the Agreement.

 i.

 Company may be subject to potential liability and legal fees and associated costs regarding the FCV Matter if in excess of the Seller indemnification provisions set forth in Section 11 of the Agreement

 j.

 Purchaser on behalf of the Company is responsible for assuring the Company's timely payment of all Company federal and state and any related tax obligations for fiscal year 2021 with the exception of taxes due relating to income, sales, license, business or any other taxes associated with Nature and HP

 2)

 The transfer to Seller of all of TNRG's security ownership interest in each of Nature and HP shall include the following existing Nature debt and related matters:

 a.

 EIDL Loan ($ 149,490 plus $ 9,290 accrued interest)

 b.

 $ 72,743 note due to Orel Ben Simon plus accrued interest

 c.

 All cases in action and potential legal liabilities concerning current disputes with Nature, HP, Ben Simon, Seller and any other parties.

 As a result of the Purchase and change of control
of the Registrant, the existing officers and directors of the Company, Mr. Adam Levy, Mr. Bruce W.D. Barren, Ms. Solange Bar and Mr. Yogev
Shvo (Chairman) have either resigned or been voted out of their positions.

 Under the terms of the stock purchase agreement
the new controlling shareholder was permitted to elect representatives to serve on the Board of Directors to fill the seat(s) vacated
by prior directors. Mr. Ricardo Haynes became the sole Director, CEO and Chairman of the Board of the Registrant, and the acting sole
officer of the Company.

 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.

 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.

 F- 9

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets
and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $ 16,745,786 and $ 7,486,937
at December 31, 2023 and 2022, respectively, had a working capital deficit of $ 9,226,243 and $ 6,630,894 at December 31, 2023 and 2022,
respectively, had net losses of $ 9,258,849 and $ 5,466,473 for the years ended December 31, 2023 and 2022, respectively, with limited revenue
earned since inception, no current revenue generating operations, and a lack of operational history. These matters raise substantial doubt
about the Company's ability to continue as a going concern.

 The Company's consolidated 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 consolidated 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 more significant
estimates and assumptions by management include among others: derivative valuation. The current economic environment has increased the
degree of uncertainty inherent in these estimates and assumptions.

 Cash

 The Company's cash is held in a bank account
in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company has not experienced
any cash losses.

 F- 10

 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. The Company 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.

 Related Parties

 The Company follows ASC 850, "Related Party
Disclosures," for the identification of related parties and disclosure of related party transactions. Related parties are any entities
or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management
and policies of the Company.

 Investments

 Investments in equity securities with a readily
determinable fair value, not accounted for under the equity method, are recorded at that value with unrealized gains and losses included
in earnings. For equity securities without a readily determinable fair value, the investment is recorded at cost, less any impairment,
plus or minus adjustments related to observable transactions for the same or similar securities, with unrealized gains and losses included
in earnings.

 Income Taxes

 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 Consolidated 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.

 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, and currently, the Company
does not have a liability for unrecognized income tax benefits.

 Advertising and Marketing Costs

 Advertising and marketing expenses are recorded
when they are incurred. Advertising and marketing expense was $ 841,922 and $ 43,957 for the years ended December 31, 2023 and 2022, respectively.

 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 carrying amount is not recoverable if it exceeds the sum of the discounted 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. The Company recorded no impairments as of December 31, 2023 and 2022.

 F- 11

 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.

 Leases

 The Company determines whether an arrangement
contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange
for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating
leases are recorded in the balance sheet as: right-of-use asset ("ROU asset") and operating lease obligation. ROU assets represent
the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation
to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the
lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities.
The Company's lease arrangements generally do not provide an implicit interest rate. As a result, in such situations the Company
uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease
payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option
in the measurement of its ROU assets and liabilities. Lease expense for operating leases is recognized on a straight-line basis over the
lease term.

 Fair Value of Financial Instruments

 The provisions of accounting guidance, FASB Topic
ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized
on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount
at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2023 and 2022, the fair
value of cash, notes receivable, accounts payable, accrued expenses, and notes payable approximated carrying value due to the short maturity
of the instruments, quoted market prices or interest rates which fluctuate with market rates.

 Fair Value Measurements

 Fair value is defined 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. Valuation techniques used to measure fair
value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three
levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

 Level 1 – Quoted prices in active markets for identical assets or liabilities.

 Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities.

 F- 12

 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. 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 the Black Scholes valuation method.

 The following table summarize the Company's
fair value measurements by level at December 31, 2023 for the assets measured at fair value on a recurring basis:

 Schedule of fair value measurements

 Level 1

 Level 2

 Level 3

 Derivative liability

 $

 –

 $

 –

 $

 79,562

 The following table summarize the Company's
fair value measurements by level at December 31, 2022 for the assets measured at fair value on a recurring basis:

 Level 1

 Level 2

 Level 3

 Derivative liability

 $

 –

 $

 –

 $

 85,590

 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, records them as a contra-liability against the debt, and
amortizes the discount 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 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. 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 the Black Scholes
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 Consolidated
Statement of Operations. The debt discount is amortized through interest expense over the life of the debt.

 F- 13

 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. 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.

 Loss per Share

 The computation of loss per share included in
the Consolidated Statements of Operations, represents the net profit (loss) per share that would have been reported had the Company been
subject to ASC 260, "Earnings Per Share" as a corporation for all periods presented.

 Diluted earnings (loss) per share are computed
on the basis of the weighted average number of common shares (including common stock to be issued) plus dilutive potential common shares
outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes
common stock equivalents, because their inclusion would be 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:

 Schedule of anti-dilutive shares

 December 31, 2023

 December 31, 2022

 Convertible notes payable

 12,600,000

 21,475,721

 Series A convertible preferred stock

 500,000,000

 500,000,000

 Series B convertible preferred stock

 48,100,000

 5,000,000

 Total potentially dilutive shares

 560,700,000

 526,475,721

 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, 2023 and 2022.

 Concentrations, Risks, and Uncertainties

 Business Risk

 Substantial business risks and uncertainties are
inherent to an entity, including the potential risk of business failure.

 The Company is headquartered and operates in the
United States. To date, the Company has generated limited revenues from operations. There can be no assurance that the Company will be
able to successfully continue to produce its products and failure to do so would have a material adverse effect on the Company's
financial position, results of operations and cash flows. Also, the success of the Company's operations is subject to numerous contingencies,
some of which are beyond management's control. These contingencies include general economic conditions, price of raw material, competition,
and governmental and political conditions.

 F- 14

 Interest rate risk

 Financial assets and liabilities do not have material
interest rate risk.

 Credit risk

 The Company is exposed to credit risk from its
cash in banks and accounts receivable. The credit risk on cash in banks is limited because the counterparties are recognized financial
institutions.

 Recent Accounting Pronouncements

 Recently issued accounting updates are not expected
to have a material impact on the Company's consolidated financial statements.

 NOTE 4 – INVESTMENT IN WC MINE HOLDINGS
("WCMH")

a Membership Interest Purchase Agreement ("Agreement") with Fourth & One with respect to the sale and transfer of 51.5%
of Fourth & One's interest in WCMH giving the Company a 30.9 % ownership in WCMH for consideration totaling $ 5,450,000. In exchange,
the Company issued Fourth & One a promissory note of $ 4,000,000 and 2,000 RoRa Prime Coins ("Coins"), valued at $ 1,450,000
(combined "Related Liabilities"). On May 30, 2023, the Fourth & One agreement contingencies were removed and the Company
recorded an investment and Related Liabilities totaling $ 5,450,000 ($ 4,000,000 as a convertible promissory note and $ 1,450,000 presented
as other current liabilities in the balance sheet). Fourth & One converted the promissory note of $ 4,000,000 into 2,000,000 shares
of the Company's common stock. Should the Coins not go "live" by August 30, 2023, the Company will exchange the Coins
requirement with 725,000 shares of the Company's common stock, valued at $ 1,450,000 ("Exchange"), but Fourth & One
must first exercise their right to return the Coins to the Company. On November 17, 2023, Fourth & One exercised their right and returned
the 2,000 Coins to finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000 common shares. In addition,
the Amendment allows for the repurchase of up to a total of 2,725,000 common shares at $ 3.00 per share should the Company fail to meet
the Regulation A Tier II offering of $3.00 per share by December 31, 2023. As of the date of this filing, the Securities and Exchange
Commission ("SEC") has not authorized the Company's Regulation A Tier II offering and therefore, the Amendment for the
repurchase of up to a total of 2,725,000 common shares at $3.00 per share remains a contingency (see Note 5). On December 31, 2023, the
Agreement was mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering.
Fourth & One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the Company's
investment in Fourth & One of $ 5,450,000.

 NOTE 5 – CONVERTIBLE NOTES PAYABLE

 Short Term

 $85,766 Note

 On April 22, 2019; The Company executed a convertible
promissory note with GHS Investments, LLC ("GHS Note"). The GHS Note carries a principal balance of $57,000 together with
an interest rate of eight (8%) per annum and a maturity date of February 21, 2020. All payments due hereunder (to the extent not converted
into common stock, $0.001 par value per share) in accordance with the terms of the note agreement shall be made in lawful money of the
United States of America. Any amount of principal or interest on this GHS Note which is not paid when due shall bear interest at the rate
of twenty two percent (22%) per annum from the due date thereof until the same is paid. As of December 31, 2023, the principal balance
outstanding was $57,000.

 F- 15

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

 On January 9, 2020, Mina Mar Corporation, a Florida
corporation (d/b/a Mina Mar Group) 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. The purchase price
of $94,766 for the Preferred Stock was paid by the assumption of a Company note obligation of $85,766 by Emry Capital Inc ("Emry"),
with the balance paid in cash.

 On March
24, 2020, the note obligation of $ 120,766 held by Emry was partially sold $35,000 of the face amount to the preferred shareholder Saveene.
On March 24, 2020, Saveene converted the $ 35,000 purchase into 5,000 shares into series B and 10,000 shares of series C shares. The face
amount of the Company note obligation post the aforementioned conversions and purchases is $ 85,766 as of December 31, 2023.

 The Company accounts for an 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 a derivative liability of $ 79,562 and $ 85,590 as at December 31, 2023 and 2022, respectively, and recorded
a change in derivative liability of $( 6,028) and $ 2,186 during the years ended December 31, 2023 and 2022, respectively.

 On June
24, 2020, Emry, holder of a convertible promissory note in principal amount of $ 85,766 dated April 22, 2019, sold 50% of each (Promissory
Debentures and convertible promissory note), including accrued and unpaid interest, fees and penalties, in separate transactions to third
party companies, SP11 Capital Investments and E.L.S.R. CORP, Florida companies, such that SP11 Capital Investments and E.L.S.R. CORP each
hold 50% of each respective debt instrument.

 On April 17, 2023, the Company informed SP11 and
ELSR Corporation of an illegal convertible promissory note (the "Notes") in the name of Thunder Energies Corporation. The
Notes, along with 3,500,000 common shares issued on October 4, 2021 (see Note 5), are being cancelled by Thunder Energies Corporation
as there is no record of consideration paid to the Company, the agreement for the Notes was not an arms-length transaction with the lender
and borrower, and it violates Chapter 687 of the 2022 Florida Statutes – Commercial Relations, Interest and Usury; Lending Practices,
prior to April 17, 2023, the Company recorded default interest of $ 14,931 and $ 7,602 in the years ended December 31, 2023 and 2022, respectively.
Subsequent to April 17, 2023, the Company will no longer accrue interest or penalties on these Notes. The Company will continue to recognize
the Notes and accrued interest recorded in the Consolidated Balance Sheets with a total balance due of $ 6,810,915 ($ 120,766 of Notes and
$ 6,690,149 of accrued interest) as of April 17, 2023.

 $220,000 Note

 On September 21, 2020, the Company issued a convertible
promissory note in the principal amount of $ 220,000. The convertible promissory note bears interest at 8 % per annum and is due and payable
in twenty-four (24) months. The holder of this note has the right, at the holder's option, upon the consummation of a sale of all or substantially
all of the equity interest in the Company or private placement transaction of the Company's equity securities or securities convertible
into equity securities, exclusive of the conversion of this note or any similar notes, to convert the principal amount of this note, in
whole or in part, plus any interest which accrues hereon, into fully paid and nonassessable shares at a conversion price of $0.05 per
share. The Note includes customary events of default, including, among other things, payment defaults, covenant breaches, certain representations
and warranties, certain events of bankruptcy, liquidation and suspension of the Company's Common Stock from trading. If such
an event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts

 F- 16

the notes for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument
does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject
to a beneficial conversion feature ("BCF") and determined that the instrument does have a BCF. A BCF exists if the conversion
price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion
price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value
of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional
paid in capital and as a debt discount in the Balance Sheet. As such, the proceeds of the notes were allocated, based on fair values,
as $ 220,000 to the debt discount. The debt discount is accreted over the term of the convertible notes to interest expense in the accompanying
consolidated Statements of Operations. The principal balance due at December 31, 2023 is $ 220,000 and is presented as a short-term liability
in the balance sheet.

 As a result of the failure to timely file our
Form 10-Q for the three-month periods ended September 30, 2020, March 31, 2022 and 2021, June 30, 2022, and September 30, 2022, and the
Form 10-K for the years ended December 31, 2021 and 2020, the Convertible Notes Payable were in default. The Company recorded default
interest of $ 72,963 and $ 43,419 for the years ended December 31, 2023 and 2022, respectively.

 The Company has not repaid this convertible note
and the convertible note is now in default. The Company is currently in discussions with the note holder to convert the Note into the
Company's common stock upon the Company's Regulation A being declared effective.

 $410,000 Note (previously $600,000)

 On October 9 and October 16, 2020, the Company
issued a convertible promissory note in the principal amount totaling $ 600,000. The convertible promissory note bears interest at 8 % per
annum and is due and payable in twenty-four (24) months. The holder of this note has the right, at the holder's option, upon the consummation
of a sale of all or substantially all of the equity interest in the Company or private placement transaction of the Company's equity securities
or securities convertible into equity securities, exclusive of the conversion of this note or any similar notes, to convert the principal
amount of this note, in whole or in part, plus any interest which accrues hereon, into fully paid and nonassessable shares at a conversion
price of $0.05 per share. The Note includes customary events of default, including, among other things, payment defaults, covenant breaches,
certain representations and warranties, certain events of bankruptcy, liquidation and suspension of the Company's Common Stock from
trading. If such an event of default occurs, the holders of the Note may be entitled to take various actions, which may include
the acceleration of amounts due under the Note and accrual of interest as described above.

the notes for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument
does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject
to a beneficial conversion feature ("BCF") and determined that the instrument does have a BCF. A BCF exists if the conversion
price of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion
price is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value
of the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional
paid in capital and as a debt discount in the Balance Sheet. As such, the proceeds of the notes were allocated, based on fair values,
as $ 600,000 to the debt discount. The debt discount is accreted over the term of the convertible notes to interest expense in the accompanying
consolidated Statements of Operations.

 On December 6, 2021, the holder of the note converted
$ 190,000 of the Note into 3,800,000 shares of the Company's common stock. The principal balance of $ 410,000 was due October 16,
2022 and is presented as a short-term liability in the balance sheet.

 As a result of the failure to timely file our
Form 10-Q for the three-month periods ended September 30, 2020, March 31, 2022 and 2021, June 30, 2022, and September 30, 2022, and the
Form 10-K for the years ended December 31, 2021 and 2020, the Convertible Notes Payable were in default. The Company recorded default
interest of $ 134,083 and $ 79,720 during the years ended December 31, 2023 and 2022, respectively.

 F- 17

 The Company has not repaid this convertible note
and the convertible note is now in default. On March 27, 2023, Moshe Zuchaer ("Plaintiff") filed a complaint against Thunder
Energies Corporation ("Thunder") in the pending 17th Judicial Circuit Court in and for Broward County, Florida, (the "Florida
Court"), Case Number CACE-23-011885 (the "Complaint").

 The Complaint alleges that the Plaintiff holds
a matured convertible promissory note totaling $487,372 comprised of $410,000 principal and $77,372 accrued interest. In addition, Mr.
Zuchaer claims he is entitled to a default premium equaling 5% of the outstanding principal and interest and a per diem interest of approximately
$90.

 On December 21, 2023, the Company was notified
that Zuchaer was awarded a judgement in the amount of approximately $527,498 plus costs and attorney fees for a judgement totaling $ 533,268.
In addition, Mr. Zuchaer is entitled to interest at the rate of approximately $117 per day from August 10, 2023 through September 15,
2023, all of which shall bear interest thereafter at the rate of 5.52% per year. The Company has recorded this liability under short-term

 A court hearing has been scheduled for June 20,
2024 in which the Company must appear to explain why the Company has failed to comply with the judgement.

 No assurance can be made that this matter together with the potential
for reputational harm, will not result in a material financial exposure, which could have a material adverse effect on the Company's financial
condition, results of operations, or cash flows

promissory notes ("April 2022 Notes") that varies from 0% to 10% per annum and are due and payable on various dates from December
31, 2022 through December 1, 2024 for aggregate gross proceeds of $ 1,776,275 (including $1,500 against which services were received) through
December 31, 2023. Notes totaling $325,000 issued in fiscal 2023 and December 2022 allows for the repurchase of up to a total of 421,428
converted common shares at $2.50 per share and notes totaling $300,000 issued in fiscal year 2023 allows for the repurchase of up to a
total of 300,000 converted common shares at $2.75 per share should the Company fail to meet the Regulation A Tier II offering of $5.00
per share. The holders of the April 2022 Notes have the right, at the holder's option, to convert the principal amount of this note, in
whole or in part, plus any interest which accrues hereon, into fully paid and nonassessable shares at a conversion price of $0.05 per
share for notes amounting to $102,000, $0.07 per share for notes amounting to $905,575, $0.70 per share for notes amounting to $309,200,
and $1.00 per share for notes amounting to $462,500 into the Company's common stock if before any public offering. The April 2022
Notes include customary events of default, including, among other things, payment defaults and certain events of bankruptcy. If such an
event of default occurs, the holders of the Note may be entitled to take various actions, which may include the acceleration of amounts

the notes for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument
does not qualify for derivative accounting. The Company therefore performed an analysis to determine if the conversion option was subject
to a beneficial conversion feature ("BCF") and determined that the instrument has a BCF. A BCF exists if the conversion price
of the convertible debt instrument is less than the stock price on the commitment date. This typically occurs when the conversion price
is less than the fair value of the stock on the date the instrument was issued. The value of a BCF is equal to the intrinsic value of
the feature, the difference between the conversion price and the common stock into which it is convertible, and is recorded as additional
paid in capital and as a debt discount in the Balance Sheet. The debt discount is accreted over the term of the convertible notes to interest
expense in the accompanying consolidated Statements of Operations.

 During the fiscal year 2023, noteholders elected
to convert the aggregate principal amount of the Notes totaling $ 1,776,275, into 15,838,150 common shares ($1,689,275 has been converted
into 14,956,717 common shares and $87,000 has been converted into 881,433 common shares to be issued). As of December 31, 2023, there

 F- 18

 $4,000,000 Promissory Note

a Membership Interest Purchase Agreement ("Agreement") with Fourth & One with respect to the sale and transfer of 51.5 %
of Fourth & One's interest in WCMH giving the Company a 30.9 % ownership in WCMH for consideration totaling $ 5,450,000. In exchange,
the Company issued Fourth & One a promissory note of $ 4,000,000 and 2,000 RoRa Prime Coins ("Coins"), valued at $ 1,450,000
(combined "Related Liabilities"). On May 30, 2023, the Fourth & One agreement contingencies were removed and the Company
recorded an investment and Related Liabilities totaling $ 5,450,000 ($ 4,000,000 as a convertible promissory note and $ 1,450,000 presented
as other current liabilities in the balance sheet). Fourth & One converted the promissory note of $ 4,000,000 into 2,000,000 shares
of the Company's common stock. Should the Coins not go "live" by August 30, 2023, the Company will exchange the Coins
requirement with 725,000 shares of the Company's common stock, valued at $ 1,450,000 ("Exchange"), but Fourth & One
must first exercise their right to return the Coins to the Company. On November 17, 2023, Fourth & One exercised their right and returned
the 2,000 Coins to finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000 common shares. In addition,
the Amendment allows for the repurchase of up to a total of 2,725,000 common shares at $ 3.00 per share should the Company fail to meet
the Regulation A Tier II offering of $3.00 per share by December 31, 2023. As of the date of this filing, the Securities and Exchange
Commission ("SEC") has not authorized the Company's Regulation A Tier II offering and therefore, the Amendment for the
repurchase of up to a total of 2,725,000 common shares at $ 3.00 per share remains a contingency. On December 31, 2023, the Agreement was
mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth &
One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the Company's investment
in Fourth & One of $ 5,450,000.

 On May 13, 2022, the Company issued a
convertible promissory note in the principal amount totaling $ 40,000,000
in exchange for 50,000
Coins, valued at $800 per Coin. The convertible promissory note bears no interest and is due and payable in twenty-four (24)
months. The holder of this Note has the right, at the holder's option, to convert the principal amount of this Note, in whole or in
part, into fully paid and nonassessable shares at a conversion price of $2.00 per share. As amended effective May 7, 2023, the
Convertible Promissory Note shall not be enforceable until such time as the Holder's consideration, RoRa Coin is
"live" on an exchange, or swap engine, and available through a mutually agreed upon cryptocurrency wallet such as NyX,
MetaMask, Exodus, Ledger, or similar. The expected date for being live is in December 2023. The parties agree to establish a time is
of the essence date of December 31, 2023 for Holder to meet the "live" requirement. Should Holder not meet the
"live" requirement by December 31, 2023, then Borrower shall return all RoRa Coins and Holder shall release all claims
on any shares or Convertible Promissory Note, Conversion rights shall not vest until such time as the holder's consideration,
Coins are live on a U.S. Exchange and available through a mutually agreed upon cryptocurrency wallet. Subsequent to the Coins live
date and before the holder coverts the Note, should the Company issue any dilutive security, the conversion price will be reduced to
the price of the dilutive issuance. The Note includes customary events of default, including, among other things, payment defaults,
covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension of the
Company's Common Stock from trading. If such an event of default occurs, the holders of the Note may be entitled to take
various actions, which may include the acceleration of amounts due under the Note as described above. The Company is currently in
discussions with the Holder to extend the "live" requirement. With regard to the amended agreement that featured a December 31, 2023
manifestation deadline, both parties have mutually agreed to await the approval of the RORAP coins presence on the Monetaforge Marketplace
by the first week of April 2024, which will facilitate the beginning of RORAP's presence on multiple digital coin exchange platforms
over the next 90 days".

the notes for derivative accounting treatment under ASC Topic 815, "Derivatives and Hedging," and determined that the instrument

 Promissory Debenture

 On February 15, 2020, the Company entered into
Promissory Agreement and Convertible Debentures ("Promissory Debentures") with Emry for a principal sum of $ 70,000 (which
was paid in two tranches: $50,000, paid on February 15, 2020, and $20,000, paid in April 2020). The Promissory Debentures bear interest,
both before and after default, at 15 % per month, calculated and compounded monthly. At the election of the holder, at any time during
the period between the date of issuance and the one-year anniversary of the Promissory Debentures, the Promissory Debentures are convertible
into shares of the Company's common stock at a conversion price of $0.001 per share. In addition, the Promissory Debentures provide
for an interest equal to 15% of TNRG annual sales, payable on the 2 nd day following the date of issuance of the Company's
audited financial statements.

 F- 19

 On June
24, 2020, Emry, holder of (i) Promissory Debentures in principal amount of $70,000 dated February 15, 2020, and (ii) that certain convertible
promissory note in principal amount of $85,766 dated April 22, 2019, sold 50% of each (Promissory Debentures and convertible promissory
note), including accrued and unpaid interest, fees and penalties, in separate transactions to third party companies, SP11 Capital Investments
and E.L.S.R. CORP, Florida companies, such that SP11 Capital Investments and E.L.S.R. CORP each hold 50% of each respective debt instrument.

 On October
4, 2020, SP11 converted $ 35,000 of its Promissory Debentures at $0.01 per share into 3,500,000 shares of the Company's common stock.
On November 22, 2021, the loan of $48,000 and accrued and unpaid interest of $573,798 totaling $ 621,798 was forgiven by EMRY. On April
17, 2023, the Company informed SP11 and ELSR Corporation of an illegal convertible promissory note (the "Notes") in the name
of Thunder Energies Corporation. The Notes are being cancelled by Thunder Energies Corporation as there is no record of consideration
paid to the Company, the agreement for the Notes was not an arms length transaction with the lender and borrower, and it violates Chapter
687 of the 2022 Florida Statutes – Commercial Relations, Interest and Usury; Lending Practices. The Company will no longer accrue
interest or penalties on these Notes. The Company will continue to recognize the Notes and accrued interest recorded in the Consolidated
Balance Sheets with a total balance due of $6,810,915 ($120,766 of Notes and $6,690,149 of accrued interest) as of April 17, 2023.

 NOTE 6 – STOCKHOLDERS' DEFICIT

 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.

 As part of the Purchase on April 13, 2022, Mr.
Shvo submitted 55,000,000 shares of restricted common stock to the Company's treasury for cancellation, in consideration for the
transfer to him by TNRG of all of the issued and outstanding membership interests, assets and liabilities of Nature and HP, both of which
are wholly-owned subsidiaries of TNRG.

and December 28, 2022, the Company entered into an Employment Agreement with Mr. Ricardo Haynes whereby Mr. Haynes became the sole Director,
CEO and Chairman of the Board, and the acting sole officer of the Company. The Employment Agreement is in effect until September 30, 2027.
Under this Engagement Agreement, Mr. Haynes will be entitled to a total of 25,000,000 common shares, vesting immediately, valued at $ 750,000
(based on the Company's stock price on the date of issuance). In February 2023, these shares were converted to Series B Convertible
Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000)
shares of the Company's common stock. The shares are included under Common stock to be issued
in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted into 25,000
shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and
converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, Mr. Haynes converted 25,000 shares of
the Series B Convertible Preferred Stock into 25,000,000 common shares and subsequently gifted 2,690,000 common shares to six of the Company's
convertible noteholders (including 2,000,000 common shares to a third party, Winsome Consulting).

the Company entered into a Consulting Agreement with Top Flight Development, LLC ("Top Flight"), an entity controlled by the
father of the Company's Director Real Estate Development, to provide consulting services to the Company. The consulting agreement
is in effect until the Company is profitable with a balance sheet of over $400 million or thirty-six (36) months, whichever is longer.

 1.

 total of 15,000,000 common shares issued on the inception of the agreement of April 6, 2022, valued at $ 450,000 (based on the Company's stock price on the date of issuance) and vesting immediately. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 F- 20

 2.

 Up to 50,000,000 common shares and $6,000,000 as bonuses based on the goals outlined in the agreement as follows:

 a total of 5,000,000 common shares issued on December 15, 2022, valued at $ 1,000 (based on the Company's stock price on the date of issuance), vesting immediately, and a bonus of $ 400,000 resulting from the Company's execution of the Joint Marketing and Advertising Agreement with the Las Vegas Aces professional Women's basketball team. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 a total of 12,000,000 common shares issued on January 5, 2023, valued at $ 1,140,000 (based on the Company's stock price on the date of issuance), vesting immediately (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $ 1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company's investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $ 1,200,000 was reversed to consulting expense in General and administrative expenses in the Company's Consolidated Statements of Operations as of December 31, 2023.

 a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $2,800,000 resulting from the activation of the $40,000,000 RoRa coins on a recognized exchange which is expected to occur in June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to activate the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

 a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $1,600,000 resulting from the Company's investment and promotion of Bear Village Resort's facilities in Tennessee and Georgia which is expected to occur subsequent to the Company's Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

the Company paid Top Flight $ 368,700 ($ 153,000 for monthly consulting services and $ 215,700 for goals-based bonus) and $ 324,600 ($ 171,600
for monthly consulting services and $ 153,000 for goals-based bonus), respectively, with a balance due of $ 205,300 and $ 247,000 as of December
31, 2023 and 2022, respectively. In January 2024, the Company paid Top Flight $ 525,000 ($ 205,300 balance due on consulting services due
as of December 31, 2023 and $ 319,700 paid in advance for 2024 consulting services).

Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is
profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement,
the third party will be entitled to a total of 5,000,000 common shares, valued at $150,000 (based on the Company's stock price on
the date of issuance) and vesting immediately. The shares are included under Common stock to be
issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted
into 5,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000)
votes and converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, the consultant converted 5,000
shares of the Series B Convertible Preferred Stock into 5,000,000 common shares.

 F- 21

Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is
profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement,
the third party will be entitled to a total of 2,000,000 common shares, valued at $60,000 (based on the Company's stock price on
the date of issuance) and vesting immediately. The shares are included under Common stock to be
issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted
into 2,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000)
votes and converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, the consultant converted 2,000
shares of the Series B Convertible Preferred Stock into 2,000,000 common shares.

Agreement to issue an additional 100 shares of Series B Convertible Preferred Stock, vesting immediately. The consultant elected to exchange
these shares for an aggregate of 100,000 common shares as each Series B Convertible Preferred share converts into one thousand (1,000)

 In May 2023,
 Fourth & One converted the promissory note of $4,000,000 into 2,000,000 shares of the Company's common stock (see Note
5). On November 17, 2023, Fourth & One exercised their right and returned 2,000 Coins to finalize the Exchange and on December 1,
2023 the Company issued Fourth & One 725,000 common shares. On December 31, 2023, the Agreement was mutually cancelled as the Agreement
would not allow the Company to meet the requirements of a Regulation A Tier II offering. Fourth & One returned the 2,725,000 common
shares and were cancelled by the Company resulting in the write-off of the Company's investment in Fourth & One of $5,450,000.

 During the year ended December
31, 2023, Top Flight elected to convert 15,400 preferred B stock into 15,400,000 common shares. Each Series B Convertible Preferred
share converts into one thousand ( 1,000) shares of the Company's common stock.

 14,000,000 restricted common shares to three third parties, valued at $ 951,500 (based on the estimated fair value of the stock on the

 On October 9, 2023, Mr. Haynes
gifted 140,000 common shares to a convertible noteholder of the Company.

 Common Stock To Be Issued

 As of December 31, 2023, the Company has converted
2022 April Convertible Notes worth of $87,000 into 881,433 common shares to be issued.

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

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

 Series B Convertible Preferred Stock was authorized
for 10,000,000 shares of the Company. Each share of Preferred Stock is entitled to one thousand
(1,000) votes per share and at the election of the holder converts into one thousand (1,000) shares of Company common stock.

 Series C Non-Convertible Preferred Stock was
authorized for 10,000,000 shares of the Company. Each share of Preferred Stock is entitled to
one thousand (1,000) votes per share and at the election of the holder. The series C is Non-Convertible Preferred Stock.

 F- 22

of common stock (90,000,000 shares from related parties and 7,100,000 shares from third parties) elected to exchange these shares for
an aggregate of 97,100 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand
(1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

Series B Convertible Preferred Stock (46,900 shares from related parties, including 15,400 shares from Top Flight, and 7,100 shares from
third parties) elected to exchange these shares for an aggregate of 54,000,000 shares of common stock. Each Series B Convertible Preferred

 Acquisition of TNRG Preferred Stock

 Fiscal Year 2022

 On February 28, 2022,
Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer, each as an individual and principal shareholder
of Bear Village, Inc., a Wyoming corporation, (the "Purchaser") collectively acquired 100% of the issued and outstanding shares
of preferred stock (the "Preferred Stock") of Thunder Energies Corporation, a Florida corporation, (the "Company"
or the "Registrant") from Mr. Yogev Shvo, an individual domiciled in Florida (the "Seller") (the "Purchase").
The consideration for the Purchase was provided to the Seller by the Company on behalf of the Shareholders and was recorded as compensation
expense (see Note 1).

 NOTE
7 – RELATED PARTY TRANSACTIONS

 Other than as set forth below, and as disclosed
in Notes 6 and 10, there have not been any transaction entered into or been a participant in which a related person had or will have a
direct or indirect material interest.

 On April 2, 2022, the Company entered into a demand
note ("Demand Note") with Bear Village, Inc., a related party, for $ 36,200. The Demand Note bears no interest, is due on demand,
and is unsecured. The Company advanced Bear Village $ 1,635 and $ 36,200 and received $ 0 and $ 10,000 of repayments from Bear Village during
the years ended December 31, 2023 and 2022. At December 31, 2023, t he Company considered
that the balance due from Bear Village of $ 27,835 was uncollectible.

the Company entered into a Consulting Agreement with Top Flight Development, LLC ("Top Flight"), an entity controlled by the
father of the Company's Director Real Estate Development, to provide consulting services to the Company. The consulting agreement
is in effect until the Company is profitable with a balance sheet of over $ 400 million or thirty-six (36) months, whichever is longer.

 1.

 a total of 15,000,000 common shares issued on the inception of the agreement of April 6, 2022, valued at $ 450,000 (based on the Company's stock price on the date of issuance) and vesting immediately. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 2.

 Up to 50,000,000 common shares and $ 6,000,000 as bonuses based on the goals outlined in the agreement as follows:

 a total of 5,000,000 common shares issued on December 15, 2022, valued at $ 1,000 (based on the Company's stock price on the date of issuance), vesting immediately, and a bonus of $ 400,000 resulting from the Company's execution of the Joint Marketing and Advertising Agreement with the Las Vegas Aces professional Women's basketball team. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 F- 23

 a total of 12,000,000 common shares issued on January 5, 2023, valued at $ 1,140,000 (based on the Company's stock price on the date of issuance), vesting immediately (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $ 1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company's investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $ 1,200,000 was reversed to consulting expense in General and administrative expenses in the Company's Consolidated Statements of Operations as of December 31, 2023.

 a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $ 2,800,000 resulting from the activation of the $ 40,000,000 RoRa coins on a recognized exchange which is expected to occur in June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock. The Company issued 28,000,000 Common Shares to Top Flight at $ 0.08 per share in advance of the goal to activate the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

 a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $1,600,000 resulting from the Company's investment and promotion of Bear Village Resort's facilities in Tennessee and Georgia which is expected to occur subsequent to the Company's Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $ 0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

 3.

 Shall be paid $ 21,000 per month beginning May 2022 increasing to $ 25,000 per month beginning January 2023.

 4.

 Additional awards may be made at the Company's discretion based on other strategic goals. There were no additional awards granted for the year ended December 31, 2023.

the Company paid Top Flight $ 368,700 ($ 153,000 for monthly consulting services and $ 215,700 for goals-based bonus) and $ 324,600 ($ 171,600
for monthly consulting services and $ 153,000 for goals-based bonus), respectively, with a balance due of $ 205,300 and $ 247,000 as of December
31, 2023 and 2022, respectively. In January 2024, the Company paid Top Flight $ 525,000 ($ 205,300 balance due on consulting services due
as of December 31, 2023 and $ 319,700 paid in advance for 2024 consulting services).

 In April 2023, the Company advanced an officer
$ 3,000 with no amounts repaid. The Company is in process to have this amount repaid.

 In July 2023, the Company acquired all of the
intellectual property of Bear Village, Inc. ("Bear Village") in exchange for 3,567,587 shares of the Company's common
stock. The common stock shall be distributed by Bear Village to their convertible note holders, who are owed a total of $249,750, in proportion
to each note holder's amount due to ensure they are repaid/satisfied, if the note holders were to convert their convertible note
into common shares. As Bear Village shares common ownership with Thunder Energies, the Company treated this transaction in accordance
with ASC 805-50-30-5 and has recognized the purchased intellectual property at the carrying value recognized by Bear Village of $0, resulting
in the Company recognizing $3,568 as a reduction of additional paid-in capital.

 F- 24

 NOTE 8 – INCOME TAXES

 At December 31, 2023, net operating loss carry
forwards for Federal and state income tax purposes totaling approximately $ 9,707,000 available to reduce future income which, if not utilized,
will begin to expire in the year 2041. There is no income tax affect due to the recognition of a full valuation allowance on the expected
tax benefits of future loss carry forwards based on uncertainty surrounding realization of such assets.

 A reconciliation of the statutory income tax rates
and the effective tax rate is as follows:

 Schedule of income tax expense

 For the Years Ended December 31,

 2023

 2022

 Statutory U.S. federal rate

 21.0 %

 21.0 %

 State income tax, net of federal benefit

 3.5 %

 3.5 %

 Permanent differences

 - %

 ( 3.4) %

 Valuation allowance

 ( 24.5) %

 ( 21.1) %

 Provision for income taxes

 0.0 %

 0.0 %

 The tax effects of the temporary differences and
carry forwards that give rise to deferred tax assets consist of the following:

 Schedule of deferred income taxes

 December 31,

 2023

 2022

 Deferred tax assets:

 Net operating loss carry forwards

 $
 2,599,467

 $
 1,305,033

 Stock-based compensation

 1,507,847

 346,003

 Valuation allowance

 ( 4,107,314
)

 ( 1,651,036
)

 Deferred tax asset, net

 $
 –

 $
 –

 Major tax jurisdictions are the United States
and Florida. All of the tax years will remain open three and four years for examination by the Federal and state tax authorities, respectively,
from the date of utilization of the net operating loss. There are no tax audits pending.

 NOTE 9 – EARNINGS PER SHARE

 FASB ASC Topic 260, Earnings Per Share,
requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share ("EPS") computations.

 Basic earnings (loss) per share are computed by
dividing net earnings available to common stockholders by the weighted-average number of common shares outstanding during the period.
Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include
the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common
stock equivalents, because their inclusion would be anti-dilutive.

 F- 25

 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:

 Schedule of anti-dilutive shares

 Years Ended December 31,

 2023

 2022

 Convertible notes payable

 12,600,000

 21,475,721

 Series A convertible preferred stock

 500,000,000

 500,000,000

 Series B convertible preferred stock

 48,100,000

 5,000,000

 Total potentially dilutive shares

 560,700,000

 526,475,721

 The following table sets forth the computation of basic and diluted
net income per share:

 Schedule of earning per share

 Years Ended December 31,

 2023

 2022

 Net loss attributable to the common stockholders

 $
)

 $
)

 Basic weighted average outstanding shares of common stock

 73,269,271

 71,354,434

 Dilutive effect of options and warrants

 –

 –

 Diluted weighted average common stock and common stock equivalents

 73,269,271

 71,354,434

 Loss per share:

 Basic and diluted

 $
 ( 0.13
)

 $
 ( 0.08
)

 NOTE 10 – COMMITMENTS AND CONTINGENCIES

 Legal

 From time to time, various lawsuits and legal
proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result
in these, or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings
or claims that it believes will have a material adverse effect on its business, financial condition or operating results except:

 On March 27, 2023, Moshe Zuchaer ("Plaintiff")
filed a complaint against Thunder Energies Corporation ("Thunder") in the pending 17th Judicial Circuit Court in and for Broward
County, Florida, (the "Florida Court"), Case Number CACE-23-011885 (the "Complaint").

 The complaint alleges that the Plaintiff holds
a matured convertible promissory note totaling $487,372 comprised of $410,000 principal and $77,372 accrued interest. In addition, Mr.
Zuchaer claims he is entitled to a default premium equaling 5% of the outstanding principal and interest and a per diem interest of approximately
$90.

 On December 21, 2023, the Company was notified
that Zuchaer was awarded a judgement in the amount of approximately $527,498 plus costs and attorney fees for a judgement totaling $ 533,268.
In addition, Mr. Zuchaer is entitled to interest at the rate of approximately $117 per day from August 10, 2023 through September 15,
2023, all of which shall bear interest thereafter at the rate of 5.52% per year. The Company has recorded this liability under short-term

 A court hearing has been scheduled for June 20,
2024 in which the Company must appear to explain why the Company has failed to comply with the judgement.

 No assurance can be made that this matter together with the potential
for reputational harm, will not result in a material financial exposure, which could have a material adverse effect on the Company's financial
condition, results of operations, or cash flows.

 F- 26

 Adjustments, if any, that might result from the resolution
of this matter have not been reflected in the consolidated financial statements except that Thunder has recorded a reserve of $ 769,137
(principal and accrued interest) as of December 31, 2023. However, no assurance can be made that this matter together with the potential
for reputational harm, will not result in a material financial exposure, which could have a material adverse effect on the Company's financial
condition, results of operations, or cash flows.

 Employment Contracts

and December 28, 2022, Mr. Ricardo Haynes, the Company's sole Director, Chief Executive Officer ("CEO") and Chairman
of the Board, and the acting sole officer of the Company entered into an Employment Agreement with the Company. The Employment agreement
terminates September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months'
notice. In addition, Mr. Haynes is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation
each year, provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option
plan. Under this Employment agreement, the CEO will be entitled to the following:

 Base salary of $11,000 per month paid on a bi-weekly basis starting January 2, 2023.

 7,500,000 newly issued Preferred A shares of TNRG stock CUSIP (88604Y209) Cert No. 400002.

 750 newly issued Preferred B shares of TNRG stock CUSIP (88604Y209), Cert. No. 500002.

 1,500 newly issued Preferred C shares of TNRG stock CUSIP (8860Y209), Cert No. 600002.

 $7,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

Agreements with individuals for positions in the Company. Each of the Employment agreements shall begin October 1, 2022 and terminate
September 30, 2027 and automatically renews on a year-to-year basis unless terminated by either party on six months' notice. In
addition, each employee is entitled to employee reimbursements totaling $820 per month, entitled to six (6) weeks paid vacation each year,
provides for medical and dental insurance, and entitled to stock options upon the implementation of a Company employee option plan. Under
these Employment agreements, each employee will be entitled to the following:

 $24,000 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 $12,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 F- 27

 $3,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 $2,500 loan forgiveness cancelling debt used for the acquisition of shares in the Company.

 The Company had been in discussions with the Shareholders
for repayment by them of the Acquisition of Preferred Shares and finalized the Employment Agreements on October 1, 2022 for positions
in the Company. As a result, the Company recorded the purchase price payable by these employees as compensation on March 1, 2022 (see
Note 1).

the Company entered into a Consulting Agreement with Top Flight Development, LLC ("Top Flight"), an entity controlled by the
father of the Company's Director Real Estate Development, to provide consulting services to the Company. The consulting agreement
is in effect until the Company is profitable with a balance sheet of over $400 million or thirty-six (36) months, whichever is longer.

 1.

 a total of 15,000,000 common shares issued on the inception of the agreement of April 6, 2022, valued at $450,000 (based on the Company's stock price on the date of issuance) and vesting immediately. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 2.

 Up to 50,000,000 common shares and $6,000,000 as bonuses based on the goals outlined in the agreement as follows:

 a total of 5,000,000 common shares issued on December 15, 2022, valued at $1,000 (based on the Company's stock price on the date of issuance), vesting immediately, and a bonus of $400,000 resulting from the Company's execution of the Joint Marketing and Advertising Agreement with the Las Vegas Aces professional Women's basketball team. The shares are included under Common stock to be issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted to Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock.

 a total of 12,000,000 common shares issued on January 5, 2023, valued at $1,140,000 (based on the Company's stock price on the date of issuance), vesting immediately (included in stock-based compensation during the year ended December 31, 2023), and a bonus of $1,200,000 (included in consulting expense during the year ended December 31, 2023) resulting from the Company's investment in Kinsley Mountain mineral, resources, and water rights. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023. On December 31, 2023, the Kinsley Mountain Agreement was mutually cancelled as the Kinsley Mountain Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering. The previously recognized bonus of $1,200,000 was reversed to consulting expense in General and administrative expenses in the Company's Consolidated Statements of Operations as of December 31, 2023.

 F- 28

 a total of 28,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $2,800,000 resulting from the activation of the $40,000,000 RoRa coins on a recognized exchange which is expected to occur in June 2024. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. Top Flight converted 28,000,000 common shares into 28,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000) votes and converts into one thousand (1,000) shares of the Company's common stock. The Company issued 28,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to activate the RoRa coins on a recognized exchange. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

 a total of 5,000,000 common shares, vesting immediately and recorded as stock-based compensation, and a bonus of $1,600,000 resulting from the Company's investment and promotion of Bear Village Resort's facilities in Tennessee and Georgia which is expected to occur subsequent to the Company's Regulation A being declared effective. On May 17, 2023, the Company amended the Consulting Agreement to issue the shares and bonus in advance of achieving these remaining consideration terms. The Company issued 5,000,000 Common Shares to Top Flight at $0.08 per share in advance of the goal to promote the Bear Village Resort facilities. 5,000,000 common shares were subsequently converted to 5,000 preferred B stock. There are no restrictions on these common shares and the Company does not intend to cancel them in case the goals are not met. The expected timeline for meeting the goals is December 31, 2024. The shares are included under Common stock in the Statement of Changes in Shareholders' Deficit at December 31, 2023.

 3.

 Shall be paid $21,000 per month beginning May 2022 increasing to $25,000 per month beginning January 2023.

 4.

 Additional awards may be made at the Company's discretion based on other strategic goals. There were no additional awards granted for the year ended December 31, 2023.

the Company paid Top Flight $ 368,700 ($153,000 for monthly consulting services and $215,700 for goals-based bonus) and $ 324,600 ($171,600
for monthly consulting services and $153,000 for goals-based bonus), respectively, with a balance due of $ 205,300 and $ 247,000 as of December
31, 2023 and 2022, respectively. In January 2024, the Company paid Top Flight $ 525,000 ($ 205,300 balance due on consulting services due
as of December 31, 2023 and $ 319,700 paid in advance for 2024 consulting services).

Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is
profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement,
the third party will be entitled to a total of 5,000,000 common shares, valued at $ 150,000 (based on the Company's stock price on
the date of issuance) and vesting immediately. The shares are included under Common stock to be
issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted
into 5,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000)
votes and converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, the consultant converted 5,000
shares of the Series B Convertible Preferred Stock into 5,000,000 common shares.

Agreement with a third party to provide consulting services to the Company. The consulting agreement is in effect until the Company is
profitable with a balance sheet of over $200 million or thirty-six (36) months, whichever is longer. Under this consulting agreement,
the third party will be entitled to a total of 2,000,000 common shares, valued at $ 60,000 (based on the Company's stock price on
the date of issuance) and vesting immediately. The shares are included under Common stock to be
issued in the Statement of Changes in Shareholders' Deficit at December 31, 2022. In February 2023, these shares were converted
into 2,000 shares of Series B Convertible Preferred Stock. Each Series B Convertible Preferred Share is entitled to one thousand (1,000)
votes and converts into one thousand (1,000) shares of the Company's common stock. On May 22, 2023, the consultant converted 2,000
shares of the Series B Convertible Preferred Stock into 2,000,000 common shares.

 F- 29

Agreement to issue an additional 100 shares of Series B Convertible Preferred Stock, vesting immediately. The consultant elected to exchange
these shares for an aggregate of 100,000 common shares as each Series B Convertible Preferred share converts into one thousand (1,000)

 On September 8, 2022, the Company entered into
a Membership Interest Purchase Agreement ("Agreement") with Fourth & One, LLC ("Fourth & One") with respect
to the sale and transfer of 51.5% of Fourth & One's interest in WC Mine Holdings, LLC ("WCMH") giving the Company
a 30.9 % ownership in WCMH for consideration totaling $ 5,450,000 for the Kinsley Mountain mineral, resources, and water rights. In exchange,
the Company issued Fourth & One a promissory note of $ 4,000,000 and 2,000 RoRa Prime digital coins ("Coins"), valued at
$ 1,450,000. The promissory note provides for no interest and matured on October 31, 2022 ("Maturity Date"). In addition, the
promissory note provides that the Company may convert all amounts at any time prior to the Maturity Date and after gaining approval by
the Securities and Exchange Commission ("SEC") of the Company's Regulation A II Offering and Fourth & One may convert
all amounts into common stock prior to the Maturity Date at a conversion price of $ 2.00 per share. The Agreement also provides that should
Fourth & One not be able to convert the Coins on or before October 31, 2022 at a conversion ratio of $800 per Coin, the Company will
purchase all of the Coins for a total of $ 1,600,000 (2,000 Coins at $800 per Coin) on October 31, 2022.

 On November 1, 2022, the Company and Fourth &
One mutually agreed to terminate the Agreement and the Company was released from any obligations.

a Membership Interest Purchase Agreement ("Agreement") with Fourth & One with respect to the sale and transfer of 51.5%
of Fourth & One's interest in WCMH giving the Company a 30.9 % ownership in WCMH for consideration totaling $ 5,450,000. In exchange,
the Company issued Fourth & One a promissory note of $ 4,000,000 and 2,000 RoRa Prime Coins ("Coins"), valued at $ 1,450,000
(combined "Related Liabilities"). On May 30, 2023, the Fourth & One agreement contingencies were removed and the Company
recorded an investment and Related Liabilities totaling $ 5,450,000 ($ 4,000,000 as a convertible promissory note and $ 1,450,000 presented
as other current liabilities in the balance sheet). Fourth & One converted the promissory note of $ 4,000,000 into 2,000,000 shares
of the Company's common stock. Should the Coins not go "live" by August 30, 2023, the Company will exchange the Coins
requirement with 725,000 shares of the Company's common stock, valued at $ 1,450,000 ("Exchange"), but Fourth & One
must first exercise their right to return the Coins to the Company. On November 17, 2023, Fourth & One exercised their right and returned
the 2,000 Coins to finalize the Exchange and on December 1, 2023 the Company issued Fourth & One 725,000 common shares. In addition,
the Amendment allows for the repurchase of up to a total of 2,725,000 common shares at $ 3.00 per share should the Company fail to meet
the Regulation A Tier II offering of $3.00 per share by December 31, 2023. As of the date of this filing, the Securities and Exchange
Commission ("SEC") has not authorized the Company's Regulation A Tier II offering and therefore, the Amendment for the
repurchase of up to a total of 2,725,000 common shares at $ 3.00 per share remains a contingency (see Note 5). On December 31, 2023, the
Agreement was mutually cancelled as the Agreement would not allow the Company to meet the requirements of a Regulation A Tier II offering.
Fourth & One returned the 2,725,000 common shares and were cancelled by the Company resulting in the write-off of the Company's
investment in Fourth & One of $ 5,450,000.

a Joint Marketing and Advertising Agreement with the Las Vegas Aces ("Aces") professional Women's basketball team. The
Aces shall provide the Company branding, digital advertising, and partner marketing and advertising for payments totaling $ 875,000, $ 901,250,
and $ 928,288 for the years 2023, 2024, and 2025, respectively. The agreement is effective December 15, 2022 through December 31, 2025,
with an option to extend for an additional two years, unless terminated sooner. During the years ended December 31, 2023 and 2022, the
Company made payments of $ 50,000 and $ 0, respectively, to the Aces with a balance due of $ 825,000 and $ 36,745 as of December 31, 2023
and 2022, respectively. In January 2024, the Company made a payment of $ 75,000 to the Aces.

 F- 30

engagement letter with SP Securities LLC in which SP Securities will serve as a corporate advisor for the Company's market value
collateralized bond obligation program. The consulting fee shall be a cash fee in the amount of (i) $ 15,000 due and payable at the signing
of this Agreement and $ 10,000 due and payable on April 17, 2023 and (ii) $ 15,000 due and payable on the 1st day of each succeeding calendar
month, commencing on May 1, 2023. The Company has paid a retainer fee of $ 40,000 during the year ended December 31, 2023 with a prepaid
balance of $ 40,000 and $ 0 as of December 31, 2023 and 2022, respectively.

Legal Services Agreement with The George Law Group in connection with an issuance of multi-tranched securitization ("Financing")
which shall utilize a pledge of the Company's stock and other properties currently owned or under the Company's control. The
legal fee shall be one-half of one percent (0.5%) of the par amount of any Financing. The Company has paid retainers of $ 36,020 and $ 42,000
during the years ended December 31, 2023 and 2022, respectively, with a prepaid balance of $ 78,020 and $ 42,000 as of December 31, 2023

market value collateralized bond obligation program, the Company entered into a Credit Rating Agreement with Moody's Investor Service
("Moody's") in which Moody's will evaluate the relative future creditworthiness of the collateralized bond obligation
program. The credit rating fee shall be 7% of the issuance plus initial fees of approximately $115,000 and an annual monitoring fee of

Date"), the Company entered into a Land Purchase and Sale Agreement ("Land Purchase") to acquire 65.9 acres located
at 0 Highway 59, Commerce, Georgia 30530 further described in the deed book as TR1 PB E-140 & TR 2 PB 36-95 for a purchase price of
$ 4,942,500. The property is being sold subject to an earnest money payment of $ 75,000 on or before November 23, 2023, as amended, and
a due diligence period of 90 days from the Binding Agreement Date. The scheduled closing date of the Land Purchase is May 1, 2024, as
amended. On January 31, 2024, the Company paid the earnest money of $ 75,000.

 NOTE 11 – SUBSEQUENT EVENTS

 Amended Employment Agreement

 Base salary increased to $13,500 per month on a bi-monthly basis starting January 15, 2024. The Company also approved a one-time $50,000 advance against future monthly compensation to be repaid $4,167 per payment through December 15, 2024.

 5,000,000 shares of TNRG common stock in the Company upon the effectiveness of the Company's S-1.

 F- 31

promissory note ("2024 Note") in the principal amount of $1,000,000. The 2024 Note bears no interest and is due and payable
on July 31, 2024. The holder of the 2024 Note has the right, at the holder's option, to convert the principal amount of this note, in
whole or in part, into fully paid and nonassessable shares at a conversion price of $0.30 per share, or 3,333,333 shares. The 2024 Note
allows for the repurchase of up to a total of 3,333,333 converted common shares at $2.75 per share should the Company fail to meet the
Regulation A Tier II offering of $5.00 per share. The 2024 Note includes customary events of default, including, among other things, payment
defaults and certain events of bankruptcy. If such an event of default occurs, the holder of the Note may be entitled to take various
actions, which may include the acceleration of amounts due under the Note. Should the Company be insolvent, the holder has the right to
be made whole of their investment plus 20%. In addition, the Company executed a Technology Services Agreement with the noteholder giving
the noteholder a preference/option for all technology service projects of the Company in real estate development.

 Top Flight

 In January 2024, the Company paid Top Flight $525,000
($205,300 balance due on consulting services due as of December 31, 2023 and $319,700 paid in advance for 2024 consulting services).

 In January 2024, the Company executed an agreement
with a third party Engineering and Construction Services company for Engineering and Environmental Services ("Services") for
the Bear Village and development project totaling $436,060 (including a retainer of $109,015). The Company made a payment of $80,000 toward
the retainer in January 2024. The Services include Environmental Site Assessment; Boundary, Topographic, and Tree Location Survey; Geotechnical
assistance; Design Engineering Services; Permitting; and, Landscape Architecture.

 In February 2024, the Company executed an agreement
with a third party consulting firm to prepare a feasibility study and EB-5 portal representation for foreign investment for the Bear Village
and development project in Georgia totaling $18,000. Congress created the EB-5 Program
in 1990 to stimulate the U.S. economy through job creation and capital investment by foreign investors.

 Consulting Agreement

restricted common shares to a third party, valued at $26,300 (based on the estimated fair value of the stock on the date of grant) to

the return of his investment capital of $1,000 in exchange for the return of 14,286 shares of the Company's common stock that the
shareholder received through the conversion of his convertible note. The Company paid the $1,000 on February 5, 2024.

 F- 32