Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 27, 2020, our Board of Directors accepted the resignation of Dennis
dos Santos as a director, President, CEO and Chairman of the Board. Mr. dos
Santos also resigned as the Company's Interim Chief Financial Officer and Acting
Principal Accounting Officer and all positions held in our Canadian subsidiary,
Fearless Films (Canada). Additionally, the Board accepted the resignation of Ann
Gerard as a Fearless Films director. At the time of their resignations, there
were no disagreements between the Company and Mr. dos Santos or the Company and
Ms. Gerard on any matter relating to the Company's operations, policies or
practices. Eugene Gelsomino, an incumbent director, retained his position as a
director.
Also on September 27, 2020, three new directors were appointed to the Board of
Directors: Victor Altomare, Robert Davi and Goran Kalezic. Mr. Altomare was
appointed to serve as our new President and CEO, and Interim Chief Financial
Officer and Acting Principal Accounting Officer.
Below are resumes of the newly appointed directors.
Victor Altomare co-founded Fearless Films (Canada) in 2010. He is the
President/CEO of this operating subsidiary. Mr. Altomare is an actor and
producer, known for The Great Chameleon (2012), Get the Sucker Back (2015) and
Bag the Wolf (2000). Mr. Altomare studied acting at Academy of Canadian Cinema &
Television in Toronto before studying under Hollywood director Tom Logan. Mr.
Altomare has been involved in more than 50 productions, including more than 10
films whereby he was the production lead.
On January 6, 2020, we acquired from Mr. Altomare, full interest in the
theatrical film The Great Chameleon, a movie released in 2013 in which Mr.
Altomare performed and also served as co-writer and co-producer. Because of the
related party nature of the acquisition, it was decided that the final purchase
price of the film would be determined by an independent third-party valuation
firm and will be binding on both parties. As of the date hereof, the final terms
have not been determined.
Robert Davi is an award-winning actor, screenwriter, director, producer and jazz
vocalist with over 140 film and TV credits. From his portrayal of the opera
singing baddie in The Goonies and one of the most popular James Bond villains,
Franz Sanchez in Licence to Kill, to FBI Special Agent Big Johnson in Die Hard
or Al Torres in Showgirls, to most recently Leo Marks in The Iceman, Robert Davi
is one of the film industry's most recognized tough guys. He has also starred on
the small screen in hit shows like Profiler, Stargate Atlantis, Criminal Minds
and CSI. He is also a top vocalist in interpreting the Great American Songbook,
playing to sold-out audiences at venues like the Venetian in Las Vegas as a
headliner, the Harry Chapin Theater in East Meadow, Long Island and the Orleans
in Las Vegas. His debut album, Davi Sings Sinatra - On the Road to Romance,
produced by Phil Ramone rose to number six for several weeks on Billboard's Jazz
Charts.
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Goran Kalezic was a co-founder of Fearless Films (Canada) and is a writer and
director, known for The Great Chameleon (2012) - recognized as a revolutionary
comedy on major digital platforms, The Bartender (2005) - voted audience
favourite at Indyfest, Bag the Wolf (2000) - played nationwide on primetime
networks, and Only Minutes (1998) - Finalist at the Hollywood Film Festival. He
is also the author of Dostoevsky's Anarchists: A Screenplay Adaptation of
Dostoevsky's Demons (2018).
Previously, Mr. Kalezic was a party to the following transactions with Fearless
Films:
(a)The Company issued 200,000 shares of common stock to Goran Kalezic per the
Film Acquisition Agreement, executed June 15, 2020 between Goran Kalezic and the
Company. All rights and interests in the film Only Minutes were acquired by the
Company. The issuance price was $0.12 per common share.
(b) The Company issued 200,000 shares of common stock to Goran Kalezic per the
Film Acquisition Agreement, executed July 27, 2020 between Goran Kalezic and the
Company. All rights and interests to the film In the Lair were acquired by the
Company. The issuance price was $0.09 per common share.
(c)The Company issued 300,000 shares of common stock to Goran Kalezic per the
Script Acquisition Agreement, executed August 23, 2020 between Goran Kalezic and
the Company. All rights and interests to the script Dead Bounty were acquired by
the Company. The issuance price was $0.08 per common share.
Following his resignation from the Board of Directors, Mr. dos Santos has
entered into an Administration Agreement with the Company. Through a private
company, Mr. dos Santos will manage and oversee administrative related functions
in connection with Fearless Films' general operations.
Cautionary Note About Forward-looking Statements
Statements contained in this current report which are not historical facts, may
be considered "forward-looking statements," which term is defined by the Private
Securities Litigation Reform Act of 1995. Any "safe harbor" under this Act does
not apply to a "penny stock" issuer, which definition would include the company.
Forward-looking statements are based on current expectations and the current
economic environment. We caution readers that such forward-looking statements
are not guarantees of future performance. Unknown risks and uncertainties as
well as other uncontrollable or unknown factors could cause actual results to
materially differ from the results, performance or expectations expressed or
implied by such forward-looking statements.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
99.1 Press Release dated October 1, 2020
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