UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99673 / March 5, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-21888

In the Matter of 

Fearless Films, Inc.,

Respondent.

ORDER INSTITUTING 

ADMINISTRATIVE 

PROCEEDINGS AND NOTICE OF 

HEARING PURSUANT TO 

SECTION 12(j) OF THE 

SECURITIES EXCHANGE ACT 

OF 1934

I.

The Securities and Exchange Commission (“Commission”) deems it necessary and 

appropriate for the protection of investors that public administrative proceedings be, and hereby 

are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange 

Act”) against the respondent named in the caption (“Respondent”).

II.

After an investigation, the Division of Enforcement alleges that:

A. RESPONDENT

1. Fearless Films, Inc. (“FERL” or “Respondent”) (CIK No. 1122742) is a revoked

Nevada corporation located in Concord, Ontario, Canada with a class of securities registered 

with the Commission pursuant to Exchange Act Section 12(g). FERL is delinquent in its 

periodic filings with the Commission, having not filed any periodic reports since it filed a Form

10-Q for the period ended March 31, 2022, which reported a net loss of $236,354 for the prior 

three months. As of February 8, 2024, unsolicited quotations for the common stock of FERL

(Symbol: FERL) were quoted on OTC Link, whose parent company is OTC Markets Group Inc. 

B. DELINQUENT PERIODIC FILINGS

2. As discussed in more detail above, the Respondent is delinquent in its periodic 

filings with the Commission, has repeatedly failed to meet its obligation to file timely periodic 

reports, and failed to heed a delinquency letter sent to it by the Division of Corporation Finance 

requesting compliance with its periodic filing obligations or, through its failure to maintain a 
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valid address on file with the Commission as required by Commission rules, did not receive such 

letter.

3. Exchange Act Section 13(a) and the rules promulgated thereunder require issuers 

of securities registered pursuant to Exchange Act Section 12 to file with the Commission current 

and accurate information in periodic reports, even if the registration is voluntary under Section 

12(g). Specifically, Rule 13a-1 requires issuers to file annual reports, and Rule 13a-13 requires 

domestic issuers to file quarterly reports. 

4. As a result of the foregoing, the Respondent failed to comply with Exchange Act 

Section 13(a) and Rules 13a-1 and 13a-13 thereunder. 

III.

In view of the allegations made by the Division of Enforcement, the Commission deems 

it necessary and appropriate for the protection of investors that public administrative proceedings 

be instituted to determine: 

A. Whether the allegations contained in Section II hereof are true and, in connection 

therewith, to afford the Respondent an opportunity to establish any defenses to such allegations; 

and,

B. Whether it is necessary and appropriate for the protection of investors to suspend 

for a period not exceeding twelve months, or revoke the registration of each class of securities 

registered pursuant to Section 12 of the Exchange Act of the Respondent, and any successor 

under Exchange Act Rules 12b-2 or 12g-3, and any new corporate names of the Respondent.

IV.

IT IS ORDERED that a public hearing before the Commission for the purpose of taking 

evidence on the questions set forth in Section III hereof shall be convened at a time and place to 

be fixed by further order of the Commission, pursuant to Rule 110 of the Commission’s Rules of 

Practice, 17 C.F.R. § 201.110.

IT IS FURTHER ORDERED that Respondent shall file an Answer to the allegations 

contained in this Order within ten (10) days after service of this Order, as provided by Rule 

220(b) of the Commission’s Rules of Practice, 17 C.F.R. § 201.220(b).

IT IS FURTHER ORDERED that the Division of Enforcement and Respondent shall 

conduct a prehearing conference pursuant to Rule 221 of the Commission’s Rules of Practice, 17 

C.F.R. § 201.221, within fourteen (14) days of service of the Answer. The parties may meet in 

person or participate by telephone or other remote means; following the conference, they shall 

file a statement with the Office of the Secretary advising the Commission of any agreements 

reached at said conference. If a prehearing conference was not held, a statement shall be filed 

with the Office of the Secretary advising the Commission of that fact and of the efforts made to 

meet and confer.
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If Respondent fails to file the directed Answer, or fails to appear at a hearing or 

conference after being duly notified, the Respondents, and any successor under Exchange Act 

Rules 12b-2 or 12g-3, and any new corporate names of the Respondent, may be deemed in 

default and the proceedings may be determined against them upon consideration of this Order, 

the allegations of which may be deemed to be true as provided by Rules 155(a), 220(f), 221(f), 

and 310 of the Commission’s Rules of Practice, 17 C.F.R. §§ 201.155(a), 201.220(f), 201.221(f), 

and 201.310. 

This Order shall be served forthwith upon the Respondent by any means permitted by the 

Commission’s Rules of Practice. 

The Commission finds that it would serve the interests of justice and not result in 

prejudice to any party to provide, pursuant to Rule 100(c) of the Commission’s Rules of Practice, 

17 C.F.R. § 201.100(c), that notwithstanding any contrary reference in the Rules of Practice to 

service of paper copies, service to the Division of Enforcement of all opinions, orders, and 

decisions described in Rule 141, 17 C.F.R. § 201.141, and all papers described in Rule 150(a), 

17 C.F.R. § 201.150(a), in these proceedings shall be by email to the attorneys who enter an 

appearance on behalf of the Division, and not by paper service.

Attention is called to Rule 151(a), (b) and (c) of the Commission’s Rules of Practice, 17 

C.F.R. § 201.151(a), (b) and (c), providing that when, as here, a proceeding is set before the 

Commission, all papers (including those listed in the following paragraph) shall be filed 

electronically in administrative proceedings using the Commission’s Electronic Filings in 

Administrative Proceedings (eFAP) system accessed through the Commission’s website, 

www.sec.gov, at http://www.sec.gov/eFAP. Respondent also must serve and accept service of 

documents electronically. All motions, objections, or applications will be decided by the 

Commission. Any exhibits should be sent as separate attachments, not a combined PDF. 

The Commission finds that it would serve the interests of justice and not result in 

prejudice to any party to provide, pursuant to Rule 100(c) of the Commission’s Rules of Practice, 

17 C.F.R. § 201.100(c), that notwithstanding any contrary reference in the Rules of Practice to 

filing with or disposition by a hearing officer, all filings, including those under Rules 210, 221, 

222, 230, 231, 232, 233, and 250 of the Commission’s Rules of Practice, 17 C.F.R. §§ 201.210, 

221, 222, 230, 231, 232, 233, and 250, shall be directed to and, as appropriate, decided by the 

Commission. This proceeding shall be deemed to be one under the 30-day timeframe specified 

in Rule of Practice 360(a)(2)(i), 17 C.F.R. § 201.360(a)(2)(i), for the purposes of applying Rules 

of Practice 233 and 250, 17 C.F.R. §§ 201.233 and 250.

The Commission finds that it would serve the interests of justice and not result in 

prejudice to any party to provide, pursuant to Rule 100(c) of the Commission’s Rules of Practice, 

17 C.F.R. § 201.100(c), that the Commission shall issue a decision on the basis of the record in 

this proceeding, which shall consist of the items listed at Rule 350(a) of the Commission’s Rules 

of Practice, 17 C.F.R. § 201.350(a), and any other document or item filed with the Office of the 

Secretary and accepted into the record by the Commission. The provisions of Rule 351 of the 

Commission’s Rules of Practice, 17 C.F.R. § 201.351, relating to preparation and certification of 
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a record index by the Office of the Secretary or the hearing officer are not applicable to this 

proceeding.

The Commission will issue a final order resolving the proceeding after one of the 

following: (A) the completion of post-hearing briefing in a proceeding where the public hearing 

has been completed; (B) the completion of briefing on a motion for a ruling on the pleadings or a 

motion for summary disposition pursuant to Rule 250 of the Commission’s Rules of Practice, 17 

C.F.R. § 201.250, where the Commission has determined that no public hearing is necessary; or 

(C) the determination that a party is deemed to be in default under Rule 155 of the Commission’s 

Rules of Practice, 17 C.F.R. § 201.155, and no public hearing is necessary.

In the absence of an appropriate waiver, no officer or employee of the Commission 

engaged in the performance of investigative or prosecuting functions in this or any factually 

related proceeding will be permitted to participate or advise in the decision of this matter, except 

as witness or counsel in proceedings held pursuant to notice. Since this proceeding is not “rule 

making” within the meaning of Section 551 of the Administrative Procedure Act, it is not 

deemed subject to the provisions of Section 553 delaying the effective date of any final 

Commission action.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.

Vanessa A. Countryman

Secretary