Nevada | 7812 | 33-0921357 |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
(Do not check fi a smaller reporting company) | Emerging growth company | ☒ |
Title of Each Class of Securities To Be Registered | Amount to Be Registered (1) | Proposed Maximum Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||||||
Common stock | 18,675,309 | $ | 0.52 | (2) | $ | 9,711,160 | (2 | ) | $ | 1,176.99(3 | ) |
(1) | We are registering the resale by Selling Stockholders of 18,675,309 shares of common stock that we have previously issued. In accordance with Rule 416 under the Securities Act of 1933, as amended, common stock offered hereby shall also be deemed to cover additional securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c)of the Securities Act and based on the most recent closing price. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457, based on the most recent closing price. Fee paid upon initial filing on October 12, 2018. |
Page | |
About the Prospectus | 3 |
Special Note Regarding Forward-Looking Statements | 3 |
Prospectus Summary | 4 |
Risk factors | 6 |
USE OF PROCEEDS | 16 |
Dilution | 16 |
Market for Our Common Stock | 16 |
Dividend policy | 17 |
DETERMINATION OF OFFERING PRICE | 18 |
The Offering - Plan of distribution | 18 |
Selling Stockholders | 19 |
Capitalization | 23 |
Legal proceedings | 23 |
Management's discussion and analysis of Financial Condition and Results of Operations | 24 |
Business | 27 |
Plan of Operations | 33 |
Management | 34 |
Stock ownership of certain beneficial owners and management | 36 |
Description of securities to be Registered | 36 |
Disclosure of Commission position of indemnification for securities act liabilities | 37 |
Legal matters | 37 |
Experts | 37 |
Interests of named experts and counsel | 38 |
Where you can find more information | 38 |
Consolidated Financial statements | 39 |
● | the number of customers we can attract and retain over time; |
● | the economy in general and, in periods of rapidly declining economic conditions, customers may defer services, such as ours, to pay their own debts to remain solvent; |
● | the competitive environment in the video production markets may force us to reduce prices below desired pricing level or increase promotional spending; |
● | the ability to anticipate changes in user preferences and to meet customers' needs in a timely, cost-effective manner. |
(i) | will be issued; |
(ii) | that the scope of any future intellectual property protection will exclude competitors or provide competitive advantages to the company; |
(iii) | that any copyrights or trademarks will be held valid if subsequently challenged; |
(iv) | that others will not claim rights in, or ownership of, the potential copyrights or trademarks or other proprietary rights held by us; or |
(v) | that our intellectual property will not infringe, or be alleged to infringe, the proprietary rights of others. |
● | Effecting service of process within the United States on our Officers, if considered necessary. |
● | Enforcing judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against Officers. |
● | Enforcing judgments of U.S. courts based on civil liability provisions of U.S. federal securities laws in foreign courts against Officers. |
● | Bringing an original action in foreign courts to enforce liabilities based on the U.S. federal securities laws against Officers. |
● | We have annual gross revenues of $1.0 billion or more in a fiscal year; |
● | we have, during a three-year period, issued more than $1.0 billion in non-convertible debt; or |
● | we become a "large accelerated filer", defined by the SEC as a company with a word-wide public float of its common equity of $700 million or more. |
● | Our ability to successfully secure and develop projects in order to provide them to distribution channels; |
● | our ability to generate revenues from sales of our services and products; |
● | our failure to achieve and maintain profitability; |
● | our ability to generate brand and/or name recognition or Fearless Films services and products and acceptance by customers; |
● | our ability to generate or otherwise acquire new concepts and develop those assets into viable commercial projects; |
● | increased competition from competitors offering like or similar services and products; |
● | changes in earnings estimates and recommendations by financial analysts; |
● | actual or anticipated variations in quarterly and annual results of operations; |
● | changes in market valuations of similar companies; |
● | announcements by competitors of significant contracts, acquisitions, commercial relationships, joint ventures or capital commitments; |
● | the loss of significant partnering relationships; and |
● | general market, political and economic conditions. |
● | Make a special written suitability determination for a purchaser of penny stocks; |
● | receive the purchaser's prior written consent to execute the trade; and |
● | deliver to a prospective purchaser of a penny stock, prior to the first transaction, a risk disclosure document relating to the penny stock market. |
High | Low | |||||||
Fiscal year ending December 31, 2019 | ||||||||
First Quarter | $ | 0.60 | $ | 0.50 | ||||
Second Quarter – through May 24, 2019 | $ | 3.28 | $ | 0.50 | ||||
Fiscal year ended December 31, 2018 | ||||||||
First Quarter | $ | 1.30 | $ | 0.30 | ||||
Second Quarter | $ | 1.50 | $ | 0.55 | ||||
Third Quarter | $ | 0.65 | $ | 0.52 | ||||
Fourth Quarter | $ | 0.52 | $ | 0.52 | ||||
Fiscal year ended December 31, 2017 | ||||||||
First Quarter | $ | 0.1943 | $ | 0.1943 | ||||
Second Quarter | $ | 2.00 | $ | 0.1943 | ||||
Third Quarter | $ | 1.25 | $ | 0.80 | ||||
Fourth Quarter | $ | 0.80 | $ | 0.80 |
● | Registered and traded on a national securities exchange meeting specified criteria set by the SEC; |
● | authorized for quotation on the NASDAQ Stock Market; |
● | issued by a registered investment company; |
● | excluded from the definition based on price (at least $5.00 per share) or the issuer's net tangible assets; or |
● | exempted from the definition by the SEC. |
● | The average weekly trading volume in the common stock, as reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding such sale, or |
● | 1% of the shares then outstanding. |
● | Ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
● | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
● | an exchange distribution in accordance with the rules of the applicable exchange; |
● | privately negotiated transactions; |
● | settlement of short sales; |
● | transactions in which broker-dealers may agree with one or more Selling Stockholders to sell a specified number of such shares at a stipulated price per share; |
● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or |
● | a combination of any of the above or any other method permitted pursuant to applicable law. |
Name | Shares Beneficially | Number of Shares | Shares Beneficially Owned After Offering | Percentage OwnedAfter Offering | ||||||||||||
CODY C. BARBER | 1 | 1 | 0 | * | ||||||||||||
SANTINO BERNAUDO | 6,500 | 4,500 | 2,000 | * | ||||||||||||
DELBERT G. BLEWETT | 250 | 250 | 0 | * | ||||||||||||
JOEL BOODOOSINGH | 2 | 2 | 0 | * | ||||||||||||
CHRISTOPHER BRADLEY | 300 | 300 | 0 | * | ||||||||||||
LINDA BUCARELLI | 18,750 | 18,750 | 0 | * | ||||||||||||
CIEPA PARTNERS, LLC | 1 | 1 | 0 | * | ||||||||||||
COLDWATER CAPITAL, INC. | 38 | 38 | 0 | * | ||||||||||||
IAN COLLINS | 6,750 | 6,750 | 0 | * | ||||||||||||
CONTINENTAL RESOURCES LLC | 4 | 4 | 0 | * | ||||||||||||
ROY COOPER | 1 | 1 | 0 | * | ||||||||||||
ROY E. COOPER | 5 | 5 | 0 | * | ||||||||||||
DAVCO, INC. | 120 | 120 | 0 | * | ||||||||||||
DAVO, INC. | 3 | 3 | 0 | * | ||||||||||||
SHERRY L. DEAN | 1 | 1 | 0 | * | ||||||||||||
LEE JOSHUA EIKOV | 1 | 1 | 0 | * | ||||||||||||
EMAC HANDELS AG | 2,100 | 2,000 | 0 | * | ||||||||||||
COREY EPSTEIN | 1 | 1 | 0 | * | ||||||||||||
EZ ACCESS FUNDING, LLC | 32 | 32 | 0 | * | ||||||||||||
MARTIN FAIRFAX | 1 | 1 | 0 | * | ||||||||||||
FIBONACCI LTD. | 2 | 2 | 0 | * | ||||||||||||
KOREY GOULD | 1 | 1 | 0 | * | ||||||||||||
KEN GRAHAM | 1 | 1 | 0 | * | ||||||||||||
MICHELLE GREGORIO | 1 | 1 | 0 | * |
MALCOLM HAMILTON | 7,500 | 7,500 | 0 | * | ||||||||||||
GINA HEITKAMP | 2 | 2 | 0 | * | ||||||||||||
CHARLES HORN | 2 | 2 | 0 | * | ||||||||||||
JAMES CAMPBELL JARVIS | 1 | 1 | 0 | * | ||||||||||||
SARAH BOUTWELL JOHNSON | 2 | 2 | 0 | * | ||||||||||||
KOSMAS ENTERPRISES CORP. | 100 | 100 | 0 | * | ||||||||||||
HEATHER KRICKBAUM | 1 | 1 | 0 | * | ||||||||||||
ROMIE KRICKBAUM | 2 | 2 | 0 | * | ||||||||||||
CRAIG LAMBERT | 7,500 | 7,500 | 0 | * | ||||||||||||
LAW OFFICE OF ASHISH A. PATEL | 2 | 2 | 0 | * | ||||||||||||
NANCY LOCKWOOD | 2 | 2 | 0 | * | ||||||||||||
TIM MCCANDLESS | 25 | 25 | 0 | * | ||||||||||||
MARITZA MEJIA | 2 | 2 | 0 | * | ||||||||||||
PATRICIA MILLER | 4 | 4 | 0 | * | ||||||||||||
JUAN ALEXIS MORADO | 1 | 1 | 0 | * | ||||||||||||
MARIO A. MORADO | 1 | 1 | 0 | * | ||||||||||||
STEVEN B. MORRIS | 1 | 1 | 0 | * | ||||||||||||
WILLIAMS MOZELLA | 1 | 1 | 0 | * | ||||||||||||
NEW CENTURY ENTERPRISES INC. | 1 | 1 | 0 | * | ||||||||||||
JOELL NIETERS | 1 | 1 | 0 | * | ||||||||||||
LAWRENCE NIETERS | 2 | 2 | 0 | * | ||||||||||||
OCEAN TRAILS CAPITAL, INC. | 1 | 1 | 0 | * | ||||||||||||
OCEAN VIEW CORPORATION, INC. | 2 | 2 | 0 | * | ||||||||||||
BRIAN R. REISS | 1 | 1 | 0 | * | ||||||||||||
VINCENZO RIGILLO | 7,500 | 7,500 | 0 | * | ||||||||||||
RALPH RODRIGUEZ | 6 | 4 | 2 | * | ||||||||||||
GLENN RUSSO | 1 | 1 | 0 | * | ||||||||||||
DEANNE SCHNEYER | 1 | 1 | * | |||||||||||||
JENNIFER SEILER | 7,500 | 7,500 | 0 | * | ||||||||||||
LAILA L. SEITZ | 2 | 2 | 0 | * | ||||||||||||
BENJAMIN SHARPE | 7,500 | 7,500 | 0 | * |
JEFFREY SHAW | 10,292 | 10,292 | 0 | * | ||||||||||||
JOE E. SMITH | 1 | 1 | 0 | * | ||||||||||||
SHIRLEY SOOKLAL | 1 | 1 | 0 | * | ||||||||||||
SPECTRUM FEED SERVICES LTD | 300 | 300 | 0 | * | ||||||||||||
THE EVERSULL GROUP INC. | 1 | 1 | 0 | * | ||||||||||||
THE GERTRUDE LAVETON TRUST | 2 | 2 | 0 | * | ||||||||||||
TIDBITS MEDIA INC. | 1 | 1 | 0 | * | ||||||||||||
KENT YOUNG | 1 | 1 | 0 | * | ||||||||||||
BRIAN TOWELL | 7,500 | 7,500 | 0 | * | ||||||||||||
Shares issued per prior agreement | ||||||||||||||||
VICTOR ALTOMARE (1) | 201,999,328 | 400,000 | 201,599,328 | 63.69 | % | |||||||||||
EMAC HANDELS AG (2) | 252,100 | 37,500 | 214,600 | * | ||||||||||||
Directors and/or Officers (3) | ||||||||||||||||
EUGENE GELSOMINO | 150,050 | 22,500 | 127,550 | * | ||||||||||||
Shares Issued for Debt (4) | ||||||||||||||||
JASBIR GILL (5) | 30,287,925 | 4,543,189 | 25,744,735 | 8.13 | % | |||||||||||
ALFREDO SGAMBELLURI | 5,417,957 | 812,693 | 4,905,264 | 1.55 | % | |||||||||||
ROCCO AGOSTINO | 15,479,876 | 2,321,981 | 13,157,895 | 4.156 | % | |||||||||||
PAUL CLOUTIER | 11,609,907 | 1,741,486 | 9,868,421 | 3.12 | % | |||||||||||
FRANK ALTOMARE | 11,609,907 | 1,741,486 | 9,868,421 | 3.12 | % | |||||||||||
DANNYY PORCELLI | 15,479,876 | 2,321,981 | 13,157,895 | 4.16 | % | |||||||||||
DOMENIC DEMARIA (6) | 30,959,752 | 4,643,963 | 26,315,789 | 8.31 | % | |||||||||||
TOTAL | 18,675,309 |
(1) | As per the Share Exchange Agreement executed November 24, 2014, 30,000,000 shares were issued to Mr. Altomare; and 161,992,828 shares were issued on September 21, 2018 as settlement of debt in the amount of $1,133,949.80. Mr. Altomare's share amount includes 10,000,000 shares of common stock, issuable upon conversion of 1,000,000 shares of Series "A" Preferred Stock owned by Mr. Altomare. Each Preferred share is convertible into ten shares of common stock. Mr. Altomare is President of Fearless Films (Canada), a greater than 5% holder of our common stock and is deemed an "affiliate". |
(2) | On December 19, 2016, the board of directors approved to issued 250,000 shares of common stock to EMAC Handels AG pursuant to an Administrative Services Settlement Agreement, which shares were not issued until September 21, 2018 per agreement. |
(3) | Directors and officers, including Mr. Gelsomino, are deemed "affiliates" of the company. On September 21, 2018, the company issued 150,000 shares of common stock to Mr. Gelsomino for past fees as director to the company. |
(4) | On September 21, 2018, the company issued the shares indicated to the respective individuals upon the conversion of an aggregate of $120,845.80 in prior loans to the company. |
(5) | Mr. Gill is considered a greater than 5% holder of our common stock. |
(6) | Mr. DeMaria is considered a greater than 5% holder of our common stock. |
March 31, 2019 | December 31, 2018 | |||||||
(Unaudited) | ||||||||
Preferred Stock: 20,000,000 shares authorized, Par value $0.001; 1,000,000 shares issued and outstanding at March 31, 2019 and December 31, 2018 | $ | 1,000 | $ | 1,000 | ||||
Common Stock: 500,000,000 shares authorized, Par value $0.001; 313,393,317 shares and 316,543,317 issued and outstanding at March 31, 2019 and December 31, 2018, respectively | $ | 316,543 | $ | 316,543 | ||||
Additional paid-in capital | $ | 2,566,812 | $ | 2,566,812 | ||||
Accumulated other comprehensive income | $ | 375,179 | $ | 398,489 | ||||
Accumulated deficit | $ | (3,495,468 | ) | $ | (3,462,572 | ) | ||
Total stockholder's deficiency | $ | (235,934 | ) | $ | (179,728 | ) |
● | Be exempted from the provisions of Section 404(b) of the Sarbanes-Oxley Act, requiring its independent registered public accounting firm to provide an attestation report on the effectiveness of its internal control over financial reporting; |
● | be exempted from the "say on pay" and "say on golden parachute" advisory vote requirements of the Dodd-Frank Wall Street Reform and Customer Protection Act (the "Dodd-Frank Act"), and certain disclosure requirements of the Dodd-Frank Act relating to compensation of its chief executive officer, and be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934; and |
● | instead provide a reduced level of disclosure concerning executive compensation, and be exempted from any rules that may be adopted by the Public company Accounting Oversight Board requiring mandatory audit firm rotations, or a supplement to the auditor's report on the financial statements. |
· | Expertise of management |
· | Flexibility |
· | Value in pricing |
Name | Age | Position |
Dennis dos Santos | 59 | Chief Executive Officer, Chairman of Board of Directors and Director |
Ann Gerard | 56 | Director |
Eugene Gelsomino | 37 | Director |
Victor Altomare | 51 | President of Fearless Films Inc. (Canada) |
Name and principal position | Year | Salary | Bonus Awards | Stock awards | All other compensation | Total | ||||||||||||||||||
Dennis dos Santos, | 2018 | $ | 22,980 | $ | -0- | $ | 21,000 | (1) | $ | 75,420 | (3) | $ | 119,400 | |||||||||||
Chief Executive Officer (PEO) | 2017 | $ | 38,915 | $ | -0- | $ | -0- | $ | 57,385 | (3) | $ | 96,300 | ||||||||||||
Victor Altomare, CEO and | 2018 | $ | 2018 | $ | -0- | $ | -0- | $ | -0- | $ | -0- | |||||||||||||
President of subsidiary, Fearless Films, Inc. (Canada)(2) | 2017 | $ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | -0- |
Name | Year Reported | Salary | Stock Awards | Total Compensation | |||||||||
Ann Gerard | 2018 | $ | -- | $ | 1,050 | (1) | $ | 1,050 | |||||
Eugene Gelsomino | 2018 | $ | -- | $ | 1,050 | (1) | $ | 1,050 |
The company has entered into a consulting agreement with Victor Altomare, President of its subsidiary Fearless Films (Canada), which was effective as of January 1, 2019. The consulting agreement has an indefinite term, which can be terminated by either party with a requisite 180 days’ written notice to the other party, or at any time by mutual agreement. Under the terms of the consulting agreement, the company has agreed to pay Mr. Altomare $5,000 per month and reimburse Mr. Altomare for out-of-pocket business expenses. The consulting agreement also contains standard confidentiality and non-interference provisions.
Name and Address(1) | Amount and Nature of Beneficial Ownership(2) | Percent of Class(3) | ||||||
Directors and Officers | ||||||||
Dennis dos Santos | 3,000,000 | 0.95 | % | |||||
Eugene Gelsomino | 150,000 | 0.05 | % | |||||
Ann Gerard | 150,000 | 0.05 | % | |||||
Victor Altomare (4) | 201,999,328 | 63.81 | % | |||||
All directors and officers (4)as a group (4 persons) | 205,299,328 | 64.86 | % | |||||
Other Beneficial Owners | ||||||||
Jasbir Gill | 30,287,925 | 9.57 | % | |||||
Domenic DeMaria | 30,959,752 | 9.78 | % |
(1) | Unless otherwise indicated, the address for each person listed above is c/o Fearless Films, Inc., 467 Edgeley Blvd., Unit 2, Concord, ONT L4K 4E9 Canada. |
(2) | Unless otherwise indicated, we have been advised that each person named above is the beneficially owner and has voting power over the shares indicated. |
(3) | Percentage ownership is based on 316,543,317 shares of common stock outstanding as of May 1, 2019. |
(4) | The share amount for Mr. Altomare includes 10,000,000 shares of common stock that are issuable upon conversion of 1,000,000 shares of Series "A" Preferred Stock owned by Mr. Altomare, whereby each Preferred share is convertible into ten shares of common stock. Each share of Series "A" Preferred Stock also includes super voting rights whereby, Mr. Altomare is entitled to 100 votes over that of each common share on any issue subject to a vote of common stockholders. |
● | Such person acted in good faith with a view to our best interests; and |
● | in the case of a monetary penalty in connection with a criminal or administrative action or proceeding, such person had reasonable grounds to believe that his or her conduct was lawful. |
Our financial statements for the fiscal year ended December 31, 2017 appearing in this prospectus, have been audited by SRCO Professional Corporation, Licensed Public Accountants (“SRCO”), Richmond Hill, Ontario Canada. Financial statement for the fiscal year ended December 31, 2018 appearing in this prospectus, have been audited by Fruci & Associates II, PLLC, Registered Public Accounting Firm (“FRUCI”), Spokane, Washington. Their reports are given upon their authority as experts in accounting and auditing.
On February 22, 2019, our Board of Directors approved a resolution to accept the resignation letter of SRCO, dated February 20, 2019, as the company’s independent registered public accounting firm. With the exception of the inclusion of a modification as to the company’s ability to continue as a going concern, none of SRCO’s reports on the company’s consolidated financial statements for the past two fiscal years contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles.
During the company’s fiscal years ended December 31, 2016 and 2017 and through February 22, 2019, (i) there were no disagreements with SRCO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to SRCO’s satisfaction, would have caused SRCO to make reference to the subject matter of such disagreements in its reports on the company’s consolidated financial statements for such years, and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
Also, on February 22, 2019, we engaged FRUCI as our new independent registered public accounting firm to audit the company’s consolidated financial statements as of December 31, 2018. FRUCI will also perform a review of the unaudited consolidated quarterly financial statements to be included in our quarterly reports on Form 10-Q, which review will include financial quarters beginning with the quarter ending March 31, 2019.
During each of the company’s two most recent fiscal years and through February 29, 2019, (a) the company has not engaged FRUCI as either the principal accountant to audit the company’s financial statements, or as an independent accountant to audit a significant subsidiary of the company and on whom the principal accountant is expected to express reliance in its report; and (b) the company, or someone on its behalf, did not consult FRUCI with respect to (i) either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the company’s financial statements, or (ii) any other matter that was either the subject of a disagreement or a reportable event as set forth in Items 304(a)(1)(iv) and (v) of Regulation S-K.
Report of Fruci & Associates II, PLLC, Independent Registered Public Accounting Firm | 41 |
Report of SRCO Professional Corporation, Independent Registered Public Accounting Firm | 42 |
Consolidated Balance Sheets as of the Years Ended December 31, 2018 and 2017 | 43 |
Consolidated Statements of Income and Comprehensive Income (Loss) for the Years Ended December 31, 2018 and 2017 | 44 |
Consolidated Statements of Stockholders' Deficiency | 45 |
Consolidated Statements of Cash Flows | 46 |
Notes to Consolidated Financial Statements | 47 |
Fruci & Associates II, PLLC We have served as the Company’s auditor since 2019. Spokane, Washington | |
May 3, 2019 |
As at December 31, | As at December 31, | |||||||
2018 | 2017 | |||||||
$ | $ | |||||||
ASSETS | ||||||||
Cash | 3,700 | 1,882 | ||||||
Prepaid expenses | 20,163 | — | ||||||
Total current assets | 23,863 | 1,882 | ||||||
Total assets | 23,863 | 1,882 | ||||||
LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||||
Liabilities | ||||||||
Accounts payable [Note 6] | 101,119 | 62,152 | ||||||
Accrued liabilities | 11,472 | 9,400 | ||||||
Loan Payable [Note 7] | 91,000 | 61,432 | ||||||
Due to a stockholder [Note 5] | — | 1,150,365 | ||||||
Total current liabilities | 203,591 | 1,283,349 | ||||||
Total liabilities | 203,591 | 1,283,349 | ||||||
Stockholder's deficiency | ||||||||
Preferred stock, $0.001 par value, 20,000,000 authorized. 1,000,000 shares issued and outstanding as at December 31, 2018 and December 31, 2017 [Note 8] | 1,000 | 1,000 | ||||||
Common stock, $0.001 par value, 500,000,000 authorized, 316,543,317 and 155,289 shares issued and outstanding as at December 31, 2018 and December 31, 2017, respectively [Note 8] | 316,543 | 155 | ||||||
Common stock to be issued [Note 8] | — | 30,250 | ||||||
Additional paid-in-capital | 2,566,812 | 849,984 | ||||||
Accumulated other comprehensive income | 398,489 | 322,935 | ||||||
Accumulated deficit | (3,462,572 | ) | (2,485,791 | ) | ||||
Total stockholder's deficiency | (179,728 | ) | (1,281,467 | ) | ||||
Total liabilities and stockholder's deficiency | 23,863 | 1,882 |
Year ended December 31, 2018 | Year ended December 31, 2017 | |||||||
$ | $ | |||||||
REVENUE | — | — | ||||||
EXPENSES | ||||||||
General and administrative | 22,009 | 38,937 | ||||||
Management fees [Note 9] | 98,400 | 96,300 | ||||||
Stock based compensation [Note 8] | 23,100 | — | ||||||
Professional fees | 44,084 | 31,982 | ||||||
Total operating expenses | 187,593 | 167,219 | ||||||
(Loss) / Gain on settlement of payables [Note 7] | (725,071 | ) | 524,189 | |||||
Exchange (Loss) / Gain | (64,117 | ) | (242 | ) | ||||
Net (loss) income before income taxes | (976,781 | ) | 356,728 | |||||
Income taxes [Note 10] | — | — | ||||||
Net (loss) income | (976,781 | ) | 356,728 | |||||
Foreign currency translation adjustment | 75,554 | (54,160 | ) | |||||
Comprehensive (loss) income | (901,227 | ) | 302,568 | |||||
(Loss) earnings per share - basic | (0.01 | ) | 0.01 | |||||
(Loss) earnings per share - diluted | (0.01 | ) | 0.01 | |||||
Weighted average number of common shares | ||||||||
Basic | 110,367,149 | 30,405,289 | ||||||
Diluted | 120,367,149 | 40,405,289 |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
Preference stock | Common stock | Common stock to be issued | Additonal paid-in | Accumulated other comprehensive | Accumulated | |||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | capital | income | deficit | Total | |||||||||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
As at December 31, 2016 | 1,000,000 | 1,000 | 155,289 | 155 | 30,250,000 | 30,250 | 849,984 | 377,095 | (2,842,519 | ) | (1,584,035 | ) | ||||||||||||||||||||||||||||
Foreign currency translation | — | — | — | — | — | — | — | (54,160 | ) | — | (54,160 | ) | ||||||||||||||||||||||||||||
Net profit for the period | — | — | — | — | — | — | — | — | 356,728 | 356,728 | ||||||||||||||||||||||||||||||
As at December 31, 2017 | 1,000,000 | 1,000 | 155,289 | 155 | 30,250,000 | 30,250 | 849,984 | 322,935 | (2,485,791 | ) | (1,281,467 | ) | ||||||||||||||||||||||||||||
Issuance of Shares for Debt Settlement of a shareholder | — | — | 161,992,828 | 161,993 | — | — | 971,957 | — | 1,133,950 | |||||||||||||||||||||||||||||||
Issuance of Shares for Debt Settlement of a third party | — | — | 121,095,200 | 121,095 | (250,000 | ) | (250 | ) | 725,071 | — | — | 845,916 | ||||||||||||||||||||||||||||
Issuance of Shares for past services | — | — | 3,300,000 | 3,300 | — | — | 19,800 | — | — | 23,100 | ||||||||||||||||||||||||||||||
Issuance of shares pursuant to share exchange | — | — | 30,000,000 | 30,000 | (30,000,000 | ) | (30,000 | ) | — | — | — | — | ||||||||||||||||||||||||||||
Foreign currency translation | — | — | — | — | — | — | — | 75,554 | — | 75,554 | ||||||||||||||||||||||||||||||
Net loss for the period | — | — | — | — | — | — | — | — | (976,781 | ) | (976,781 | ) | ||||||||||||||||||||||||||||
As at December 31, 2018 | 1,000,000 | 1,000 | 316,543,317 | 316,543 | — | — | 2,566,812 | 398,489 | (3,462,572 | ) | (179,728 | ) |
Year ended | Year ended | |||||||
December 31, 2018 | December 31, 2017 | |||||||
$ | $ | |||||||
OPERATING ACTIVITIES | ||||||||
Net (loss) income | (976,781 | ) | 356,728 | |||||
Adjustments to reconcile net loss to net cash used in operations: | ||||||||
Stock based compensation | 23,100 | — | ||||||
Loss/(Gain) on settlement of accounts and loans payables | 725,071 | (524,189 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Harmonized sales tax recoverable | — | 15,740 | ||||||
Prepaid expenses | (21,188 | ) | — | |||||
Accounts payable | 38,149 | 76,952 | ||||||
Accrued liabilities | 2,680 | (13,265 | ) | |||||
Cash used in operating activities | (208,969 | ) | (88,034 | ) | ||||
FINANCING ACTIVITIES | ||||||||
Loans Payable | 149,276 | 61,432 | ||||||
Due to a shareholder | (3,203 | ) | (5,098 | ) | ||||
Cash provided by financing activities | 146,073 | 56,334 | ||||||
Net increase (decrease) in cash during the period | (62,896 | ) | (31,700 | ) | ||||
Effect of foreign currency translation | 64,714 | (12,742 | ) | |||||
Cash at beginning | 1,882 | 46,324 | ||||||
Cash at end | 3,700 | 1,882 | ||||||
Non Cash Transactions | ||||||||
Conversion of debt into equity | 1,979,866 | — | ||||||
Additional cash flow information | ||||||||
Interest paid | — | — | ||||||
Taxes paid | — | — |
● | Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. |
● | Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. |
● | Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. |
· | 10,000,000 Shares shall be designated “Series A” |
· | 10,000,000 Shares shall be designated “Series B” |
Year Ended December 31, 2018 | Year Ended December 31, 2017 | |||||||
$ | $ | |||||||
Net income (loss) before income taxes | (976,781 | ) | 356,728 | |||||
Expected income tax expense (recovery) | (207,867 | ) | 145,523 | |||||
Non-deductible expenses | -- | -- | ||||||
Change in valuation allowance | 207,867 | (145,523 | ) | |||||
-- | -- |
As of December 31, 2018 | As of December 31, 2017 | |||||||
$ | $ | |||||||
Non-capital loss carryforwards | (1,000,375 | ) | (792,508 | ) | ||||
Valuation allowance | 1,000,375 | 792,508 | ||||||
-- | -- |
Consolidated Balance Sheets | 57 |
Consolidated Statements of Operations and Comprehensive Income (Loss) | 58 |
Consolidated Statements of Stockholders’ Deficiency | 59 |
Consolidated Statements of Cash Flows | 60 |
Notes to Consolidated Financial Statements | 61 |
As at March 31, 2019 $ | As at December 31, 2018 $ | |||||||
ASSETS | ||||||||
Cash | 3,012 | 3,700 | ||||||
Prepaid expenses | 17,483 | 20,163 | ||||||
Total current assets | 20,495 | 23,863 | ||||||
Total assets | 20,495 | 23,863 | ||||||
LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||||
Liabilities | ||||||||
Accounts payable [Note 5] | 133,946 | 101,119 | ||||||
Accrued liabilities | 6,483 | 11,472 | ||||||
Loan Payable [Note 6] | 116,000 | 91,000 | ||||||
Total current liabilities | 256,429 | 203,591 | ||||||
Total liabilities | 256,429 | 203,591 | ||||||
Stockholders deficiency | ||||||||
Preferred stock, $0.001 par value, 20,000,000 authorized. 1,000,000 shares issued and outstanding as at March 31, 2019 and December 31, 2018 [Note 7] | 1,000 | 1,000 | ||||||
Common stock, $0.001 par value, 500,000,000 authorized, 316,543,317 shares issued and outstanding as at March 31, 2019 and December 31, 2018 [Note 7] | 316,543 | 316,543 | ||||||
Additional paid-in-capital | 2,566,812 | 2,566,812 | ||||||
Accumulated other comprehensive income | 375,179 | 398,489 | ||||||
Accumulated deficit | (3,495,468 | ) | (3,462,572 | ) | ||||
Total stockholders deficiency | (235,934 | ) | (179,728 | ) | ||||
Total liabilities and stockholders deficiency | 20,495 | 23,863 |
Going Concern [Note 3] |
Subsequent events [Note 9] |
Three months ended March 31, 2019 $ | Three months ended March 31, 2018 $ | |||||||
REVENUE | — | — | ||||||
EXPENSES | ||||||||
General and administrative | 3,594 | 7,189 | ||||||
Management fees [Note 8] | 39,516 | 24,600 | ||||||
Professional fees | 11,171 | 5,801 | ||||||
Total operating expenses | 54,281 | 37,590 | ||||||
Interest Expense [Note 6] | (1,450 | ) | ||||||
Exchange (Loss) / Gain | 22,835 | — | ||||||
Net (loss) income before income taxes | (32,896 | ) | (37,590 | ) | ||||
Income taxes | — | — | ||||||
Net (loss) income | (32,896 | ) | (37,590 | ) | ||||
Foreign currency translation adjustment | (23,310 | ) | 14,369 | |||||
Comprehensive (loss) income | (56,206 | ) | (23,221 | ) | ||||
(Loss) earnings per share - basic and diluted | (0.00 | ) | (0.00 | ) | ||||
Weighted average number of common shares | ||||||||
Basic | 316,543,317 | 30,405,289 |
Preference stock | Common stock | Common stock to be issued | Additonal paid-in | Accumulated other compreshensive | Accumulated | |||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | capital | income | deficit | Total | |||||||||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
As at December 31, 2017 | 1,000,000 | 1,000 | 155,289 | 155 | 30,250,000 | 30,250 | 849,984 | 322,935 | (2,485,791 | ) | (1,281,467 | ) | ||||||||||||||||||||||||||||
Foreign currency translation | — | — | — | — | — | — | — | 14,369 | — | 14,369 | ||||||||||||||||||||||||||||||
Net loss for the period | — | — | — | — | — | — | — | — | (37,590 | ) | (37,590 | ) | ||||||||||||||||||||||||||||
As at March 31, 2018 | 1,000,000 | 1,000 | 155,289 | 155 | 30,250,000 | 30,250 | 849,984 | 337,304 | (2,523,381 | ) | (1,304,688 | ) | ||||||||||||||||||||||||||||
Foreign currency translation | — | — | — | — | — | — | — | 20,651 | — | 20,651 | ||||||||||||||||||||||||||||||
Net loss for the period | — | — | — | — | — | — | — | — | (32,815 | ) | (32,815 | ) | ||||||||||||||||||||||||||||
As at June 30, 2018 | 1,000,000 | 1,000 | 155,289 | 155 | 30,250,000 | 30,250 | 849,984 | 357,955 | (2,556,196 | ) | (1,316,852 | ) | ||||||||||||||||||||||||||||
Issuance of shares pursuant to share exchange | — | — | 30,000,000 | 30,000 | (30,000,000 | ) | (30,000 | ) | — | — | — | — | ||||||||||||||||||||||||||||
Issuance of Shares for past services | — | — | 150,000 | 150 | 3,150,000 | 3,150 | 19,800 | — | — | 23,100 | ||||||||||||||||||||||||||||||
Issuance of Shares for Debt Settlement of a third party | — | — | 121,095,200 | 121,095 | (250,000 | ) | (250 | ) | 725,071 | — | — | 845,916 | ||||||||||||||||||||||||||||
Issuance of Shares for Debt Settlement of a shareholder | — | — | 161,992,828 | 161,993 | — | — | 971,957 | — | — | 1,133,950 | ||||||||||||||||||||||||||||||
Foreign currency translation | — | — | — | — | — | — | — | (19,596 | ) | — | (19,596 | ) | ||||||||||||||||||||||||||||
Net loss for the period | — | — | — | — | — | — | — | — | (794,038 | ) | (794,038 | ) | ||||||||||||||||||||||||||||
As at September 30, 2018 | 1,000,000 | 1,000 | 313,393,317 | 313,393 | 3,150,000 | 3,150 | 2,566,812 | 338,359 | (3,350,234 | ) | (127,520 | ) | ||||||||||||||||||||||||||||
Issuance of Shares for past services | — | — | 3,150,000 | 3,150 | (3,150,000 | ) | (3,150 | ) | — | — | — | — | ||||||||||||||||||||||||||||
Foreign currency translation | — | — | — | — | — | — | — | 60,130 | — | 60,130 | ||||||||||||||||||||||||||||||
Net loss for the period | — | — | — | — | — | — | — | — | (112,338 | ) | (112,338 | ) | ||||||||||||||||||||||||||||
As at December 31, 2018 | 1,000,000 | 1,000 | 316,543,317 | 316,543 | — | — | 2,566,812 | 398,489 | (3,462,572 | ) | (179,728 | ) | ||||||||||||||||||||||||||||
Foreign currency translation | — | — | — | — | — | — | — | (23,310 | ) | — | (23,310 | ) | ||||||||||||||||||||||||||||
Net loss for the period | — | — | — | — | — | — | — | — | (32,896 | ) | (32,896 | ) | ||||||||||||||||||||||||||||
As at March 31, 2019 | 1,000,000 | 1,000 | 316,543,317 | 316,543 | — | — | 2,566,812 | 375,179 | (3,495,468 | ) | (235,934 | ) |
Three months ended March 31, 2019 $ | Three months ended March 31, 2018 $ | |||||||
OPERATING ACTIVITIES | ||||||||
Net (loss) income | (32,896 | ) | (37,590 | ) | ||||
Adjustments to reconcile net income (loss) to net cash used in operations: | ||||||||
Stock based compensation | — | — | ||||||
Loss/(Gain) on settlement of accounts and loans payables | — | — | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 3,095 | — | ||||||
Accounts payable | 33,240 | 16,569 | ||||||
Accrued liabilities | (5,264 | ) | 500 | |||||
Cash used in operating activities | (1,825 | ) | (20,521 | ) | ||||
FINANCING ACTIVITIES | ||||||||
Proceeds from Loans Payable | 25,000 | 41,553 | ||||||
Repayments to a shareholder | — | 3,569 | ||||||
Cash provided by financing activities | 25,000 | 45,122 | ||||||
Net increase (decrease) in cash during the period | 23,175 | 24,601 | ||||||
Effect of foreign currency translation | (23,863 | ) | (8,252 | ) | ||||
Cash at beginning | 3,700 | 1,882 | ||||||
Cash at end | 3,012 | 18,231 | ||||||
Additional cash flow information | ||||||||
Interest paid | — | — | ||||||
Taxes paid | — | — |
● | Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. |
● | Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. |
● | Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. |
· | 10,000,000 Shares shall be designated “Series A” |
Each Preference Share of Series A shall have 100 votes over that of each Common share and shall have rights convertible to 10 Common Shares. | |
· | 10,000,000 Shares shall be designated “Series B” |
Each Preference Share of Series B shall have no voting rights or power and shall have rights convertible to 10 Common Shares |
Filing fee under the Securities Act of 1933 | $ | 1,200 | ||
Accountants' fees and expenses | 16,500 | |||
Legal fees and related expenses | 25,000 | |||
Blue Sky fees and expenses | 500 | |||
Printing and Edgar expenses | 2,500 | |||
Transfer agent fees | 1,000 | |||
Miscellaneous | 3,000 | |||
Total | $ | 49,700 |
Name of Stockholder | Number of Shares | Consideration | ||||||
VICTOR ALTOMARE | 161,992,928 | $ | 1,133,949.80 | |||||
VICTOR ALTOMARE | 30,000,000 | (1 | ) | |||||
EMAC HANDELS AG | 250,000 | (2 | ) | |||||
Directors and/or Officers (3) | ||||||||
EUGENE GELSOMINO | 150,000 | Services | ||||||
Shares Issued for Debt (4) | ||||||||
JASBIR GILL | 30,287,925 | $ | 30,287.83 | |||||
ALFREDO SGAMBELLURI | 5,417,957 | $ | 5,417.96 | |||||
ROCCO AGOSTINO | 15,479,876 | $ | 15,479.88 | |||||
PAUL CLOUTIER | 11,609,907 | $ | 11,609.91 | |||||
FRANK ALTOMARE | 11,609,907 | $ | 11,609.91 | |||||
DANNYY PORCELLI | 15,479,876 | $ | 15,479.88 | |||||
DOMENIC DEMARIA | 30,959,752 | $ | 30,959.75 |
(1) | In addition to Mr. Altomare receiving 161,992,828 shares in exchange for debt in the amount of $1,133,949.80, he also received 30,000,000 shares of common stock as per the terms of the Share Exchange Agreement executed November 24, 2014. |
(2) | EMAC Handels AG received 250,000 shares of common stock pursuant to an Administrative Services Settlement Agreement, that was authorized by the board of directors on December 19, 2016, which shares were not issued until September 21, 2018 per agreement. EMAC Handels is a Swiss company owned and controlled by Reinhard Hiestand. |
(3) | The company issued 150,000 shares of common stock to Mr. Gelsomino for past fees as directors to the company. |
(4) | The indicated shares were issued to the respective individuals upon the conversion of the amount of debt corresponding to each individual's name.. |
Exhibit No. | Exhibit Description | |
3.1(1) | ||
3.2(1) | ||
3.3(1) | ||
4.1(1) | ||
5.1 | ||
10.1(1) | ||
10.2(1) | ||
10.3(3) | ||
10.4(4) | ||
16.1(2) | ||
21.1(1) | ||
23.1 | ||
23.2 | ||
23.3 |
1. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: | |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and | |
(iii) | To include any additional or changed material information with respect to the plan of distribution not previously disclosed in the registration statement, or any material change to such information in the registration statement. | |
2. | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time to be the initial bona fide offering thereof. | |
3. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |
4. | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement, or made in any such document immediately prior to such date of first use. |
Fearless Films, Inc. | |
(Registrant) | |
By: /s/ Dennis dos Santos | |
Dennis dos Santos | |
Chief Executive Officer |
Signature | Title | Date |
/s/ Dennis dos Santos Dennis dos Santos | Chief Executive Officer Chief Financial Officer and Director (Principal Accounting Officer) | May 28, 2019 |
/s/ Eugene Gelsomino Eugene Gelsomino | Director | May 28, 2019 |
/s/ Ann Gerard Ann Gerard | Secretary and Director | May 28, 2019 |