Attached files
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EX-10 - IBR ASSIGNMENT AGREEMENT - Thunder Energies Corp | assignmentagreementre_ibr.htm |
EX-10 - HYFUELS ASSIGNMENT AGREEMENT - Thunder Energies Corp | assignmentagreementre_hyfuel.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 12, 2013
Thunder Fusion Corporation
(Exact name of Registrant as specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
000-54464
(Commission File Number)
45-1967797
(IRS Employer Identification No.)
150 Rainville Road, Tarpon Springs, Florida 34689
(Address of Principal Executive Offices and Zip Code)
(727) 934-9593
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[__]
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[__]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[__]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[__]
Pre-commencement to medications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the Filings) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrants management as well as estimates and assumptions made by Registrants management. When used in the filings the words anticipate, believe, estimate, expect, future, intend, plan or the negative of these terms and similar expressions as they relate to Registrant or Registrants management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrants industry, Registrants operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On August 11, 2013, Thunder Fusion Corporation (the Company) entered into an Asset Assignment Agreement (the Assignment Agreement) with HyFuels, Inc., a Florida corporation (HyFuels) beneficially controlled by our Chief Executive Officer, Dr. Ruggero M. Santilli. Pursuant to the Assignment Agreement, HyFuels irrevocably assigned to the Company all physical assets, intangible assets, accounts receivable, intellectual property, accounting software, billing software, client lists, client prospects, trade secrets, proprietary property, the intellectual and physical property known as intermediate nuclear fusion without radiation, the physical property consisting of seven (7) Hadronic reactors, all copyrights, patents, patent applications, patent assignments, trademarks and anything having commercial or exchange value and the like.
On August 10, 2013, the Company entered into an Asset Assignment Agreement (the IBR Assignment Agreement) with Institute For Basic Research, Inc., a Florida corporation (IBR) that also is beneficially controlled by our CEO, Dr. Santilli. Pursuant to the IBR Assignment Agreement, IBR irrevocably assigned to the Company all rights, title, ownership and interests in all of IBRs internet website domain name assets, owned and hereinafter acquired by IBR including, but not limited to, all physical and intangible assets and intellectual property related to the assets.
Copies of both the Asset Assignment Agreement with HyFuels and the IBR Assignment Agreement are attached as exhibits to this current report on Form 8K.
Section 5 Corporate Governance and Management
Item 5.06 Changes in Shell Company Status.
As a result of the execution of the Asset Assignment Agreement with HyFuels and the IBR Assignment Agreement, and resulting acquisition of the assets identified in such agreements, the Company has completed transactions that had the effect of causing it to cease being a shell company as defined in Securities and Exchange Commission Rule 12b-2.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| THUNDER FUSION CORPORATION |
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Dated: August 12, 2013 | /s/ Dr. Ruggero M. Santilli |
| Dr. Ruggero M. Santilli |
| Chief Executive Officer |
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