UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                  -------------

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                      For fiscal year ended March 31, 2007

                          FEARLESS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


                                [FEARLESS LOGO]

------------------------------ ---------------------------- --------------------
            NEVADA                      333-135647               20-3155365
------------------------------ ---------------------------- --------------------
(State or other jurisdiction     (Commission File Number)      (IRS Employer
      of incorporation)                                      Identification No.)
------------------------------ ---------------------------- --------------------


                927 Lincoln Road, Suite 200, Miami, Florida 33139
                -------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (305) 674-1211
                                 --------------
              (Registrant's telephone number, including area code)

        Securities Registered pursuant to section 12(b) of the Act: None

           Securities Registered pursuant to section 12(g) of the Act:
                    Common stock par value $0.001 per share

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:
         Yes  [X]    No  [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act):
         Yes  [ ]    No  [X]

The issuer's revenues for the fiscal year ended March 31, 2007 were nil.

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of June 27, 2007 was $24,627,668.

As of June 25, 2007, the  registrant  had 57,855,800  shares of its common stock
outstanding.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (Check one): Yes  [ ]    No  [X]

<PAGE>


                          FEARLESS INTERNATIONAL, INC.

                                   FORM 10-KSB
                                      INDEX

<TABLE>
<CAPTION>
                                                                                           PAGE
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<S>          <C>                                                                            <C>

Special Note Regarding Forward-Looking Statements                                            1
PART I                                                                                       2
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Item 1.      Description of Business                                                         2
Item 2.      Property                                                                        8
Item 3.      Legal Proceedings                                                               8
Item 4.      Submission of Matters to a Vote of Security Holders                             8

PART II                                                                                      8
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Item 5.      Market for Common Equity and Related Stockholder Matters                        8
Item 6.      Management's Discussion and Analysis or Plan of Operation                       9
Item 7.      Financial Statements                                                           12
Item 8.      Changes In and Disagreements with Accountants on Accounting and
             Financial Disclosure                                                           12
Item 8A.     Controls and Procedures                                                        12
Item 8B.     Other Information                                                              13

PART III                                                                                    13
--------

Item 9.      Directors, Executive Officers, Promoters, Control Persons and Corporate
             Governance; Compliance with Section 16(A) of The Exchange Act                  13
Item 10.     Executive Compensation                                                         14
Item 11.     Security Ownership of Certain Beneficial Owners and Management                 15
Item 12.     Certain Relationships and Related Transactions, and Director Independence      15
Item 13.     Exhibit Index                                                                  16
Item 14.     Principal Accounting Fees and Services                                         16

Signatures
</TABLE>

<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This Annual Report on Form 10-KSB,  together with other  statements and
information we publicly disseminate, contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities  Act"),  and Section 21E of the Securities  Exchange Act of 1934, as
amended (the "Exchange  Act"). We intend such  forward-looking  statements to be
covered by the safe harbor provisions for forward-looking  statements  contained
in the  Private  Securities  Litigation  Reform Act of 1995,  and  include  this
statement  for  purposes  of  complying  with  these  safe  harbor   provisions.
Forward-looking statements,  which are based on certain assumptions and describe
our future plans, strategies and expectations, are generally identifiable by use
of the words "believe," "expect," "intend," "anticipate,"  "estimate," "project"
or similar expressions.  You should not rely on forward-looking statements since
they involve known and unknown risks,  uncertainties and other factors that are,
in some  cases,  beyond our control and which  could  materially  affect  actual
results, performances or achievements.  Factors that may cause actual results to
differ materially from current expectations  include, but are not limited to the
risk factors discussed in this Annual Report on Form 10-KSB. Accordingly,  there
is no assurance  that our  expectations  will be  realized.  Except as otherwise
required  by the  federal  securities  laws,  we  disclaim  any  obligations  or
undertaking to publicly release any updates or revisions to any  forward-looking
statement contained herein (or elsewhere) to reflect any change our expectations
with regard thereto,  or any change in events,  conditions or  circumstances  on
which any such statement is based.


                                       1
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

BACKGROUND

Fearless International, Inc., a Nevada corporation ("FEARLESS" or the "COMPANY")
is engaged in the design and  marketing  of luxury  performance  powerboats  and
yachts.  The  Company  is a  development  stage  company.  PBC,  LLC, a Missouri
company,  was formed February 23, 2004 to design and develop luxury  performance
boats and yachts.  This entity was dissolved and all assets and liabilities were
transferred to PB Holdings,  LLC, a Florida limited  liability company formed on
September 7, 2005. Due to changes in ownership,  PB Holdings,  LLC was dissolved
and Fearless Yachts,  LLC, a privately held Missouri limited  liability  company
("FEARLESS YACHTS"), was formed February 14, 2006.

On December 8, 2006,  the Company (then known as New Era Marketing,  Inc.),  and
Joseph MacKenzie,  its then majority  stockholder and president,  entered into a
Contribution  Agreement (the  "ACQUISITION  AGREEMENT") with Fearless Yachts and
its  individual  members.  In  connection  with the  closing of the  Acquisition
Agreement on December 11, 2006 (the  "ACQUISITION"),  Fearless  Yachts  became a
wholly-owned  subsidiary  of the  Company  and the  members of  Fearless  Yachts
received an  aggregate of  27,000,000  shares of the  Company's  common stock in
exchange for all issued and outstanding membership interests in Fearless Yachts.
As a result,  at the closing of the Acquisition,  the members of Fearless Yachts
contributed 100% of their membership interests therein in return for a number of
shares of common  stock of the  Company  representing  approximately  47% of the
57,100,000  shares  of  common  stock  issued  and  outstanding   following  the
Acquisition,  as the Company  concurrently  redeemed and canceled  approximately
8,900,000 shares of its common stock.

The  Acquisition  was  accounted for as a "reverse  acquisition,"  as the former
members of Fearless Yachts owned nearly a majority of the outstanding  shares of
the  Company's  common  stock  immediately  following  the  Acquisition  and all
executive  officers of the Company were prior to the  Acquisition  the executive
officers of Fearless Yachts.  Consequently,  Fearless Yachts is deemed to be the
acquirer in the reverse Acquisition and therefore the assets and liabilities and
the  historical  operations  of Fearless  Yachts  prior to the  Acquisition  are
reflected in the  financial  statements  and will be recorded at the  historical
cost basis of Fearless  Yachts.  The  consolidated  financial  statements of the
Company  subsequent to the  Acquisition  includes the assets and  liabilities of
both the Company and Fearless Yachts,  historical operations of Fearless Yachts,
and  operations  of the Company from the closing date of the  Acquisition.  As a
result of the issuance of the shares of the Company's  common stock  pursuant to
the Acquisition,  a change in control of the Company occurred on the date of the
consummation of the Acquisition.

The  financial  statements  included  in this  Annual  Report  were  prepared in
accordance with accounting principles applicable to a going concern. The Company
is in the development stage and has not, as yet, achieved commercial production.
At present,  management  devotes  significant  time to raise sufficient funds to
fund its  development  operations.  The  ability of the Company to continue as a
going concern with respect to its principal  business activity is dependent upon
its successful efforts to raise additional financing.

OVERVIEW

Fearless  Yachts,  the  subsidiary of Fearless,  was formed in 2004 to develop a
line of high speed luxury  motorboats  and luxury high  performance  yachts.  To
accomplish  this  objective,  Fearless hired Porsche Design Studio to design its
line of boats.  Fearless  is a  development  stage  company.  Fearless  has also
initiated a  relationship  with American  Marine  Holdings,  Inc.  ("AMH"),  the
manufacturer of Donzi and Pro-Line  boats,  to manufacture its high  performance
boats under a separate  line.  Fearless  anticipates  offering  more than luxury
performance   yachts;   in  management's   view,  it  will  offer  an  entry  to
unprecedented design and lifestyle for today's modern man and woman.

Management  believes  that  Fearless  has  significant  potential  to profit and
develop its business due to its innovation, creative design, and the substantial
number of leisure motor boat and yacht purchases throughout the world.  Fearless
expects  to have the  ability  to  offer a  unique  and  luxurious  product.  In
management's  opinion, this is the ideal time to launch luxury performance boats
and yachts given its belief that many key indicators  point to continued  growth
of the luxury high performance and yachting boat industries.

DESIGN

Fearless has established an exclusive  relationship  with Porsche Design Studio.
Porsche  Design  Studio and Fearless  have already  created a 28-foot high speed
luxury  performance boat and a 68-foot luxury  performance  yacht. The companies
are in the process of designing a 44-foot high speed luxury performance boat and
anticipate  beginning the development of an ultra high end 125-foot and 150-foot
luxury performance yachts. Each of the high end boat


                                       2
<PAGE>

and yacht lines is designed to be unique with regard to  construction  and style
in the motor craft  industry.  Tooling for the high speed  luxury motor boats is
done by Marine  Concepts,  the premier  tooling  facility  for high  performance
boats.

SALES

Fearless  officially  launched in the  28-foot  high-speed  performance  boat in
February 2007 at the Miami Boat Show, the largest boat show in the world.

Fearless  presently  is selling its high speed luxury  performance  boats in the
United States using the following three-pronged approach:

         (a)      Select dealerships located in key geographical regions;

         (b)      High end automotive  dealerships  that offer multiple high end
brands.  A kiosk at each  dealership  is being  developed  that  will  allow the
customer to experience the Fearless lifestyle; and

         (c)      Major boat shows throughout the United States.

In addition,  Fearless is in  discussions  with a select group of premier  yacht
brokerage houses to sell its luxury performance  yachts.  Fearless has contracts
on 31 boats with the first boat delivered June 28, 2007.

Fearless  plans to concentrate  its efforts on US sales through 2007.  Depending
upon  the  success  of  such  endeavors,   we  expect  to  subsequently   expand
internationally  in 2008 through key  distributors  in select  countries such as
Dubai, France,  England,  Italy,  Germany,  Russia,  Mexico,  Colombia,  Brazil,
Argentina, and the Dominican Republic.

MARKETING

Fearless has engaged the firm of Harrison  Shriftman to assist it in  generating
awareness for the Fearless  brand while  positioning  the yachts as the ultimate
accessory to own.

Fearless has also been working with Pro Access,  a marketing and branding  firm.
Pro  Access  has  extensive  experience  building  brands  and  has  implemented
marketing  campaigns for various Fortune 500 companies.  Pro Access and Fearless
are currently in discussion with some of globally recognized brands with respect
to cross  branding  as a means of  offering  exclusive  items  and high  quality
products to future Fearless consumers.

The  28-foot  high-speed  performance  boat has been  featured  in major TV news
networks  and  print  publications  such as Robb  Report,  Miami  Herald,  Cigar
Aficionado, Details, Time, Wired, Men Style, Esquire and PowerBoat Magazine.

MANUFACTURING

Fearless has entered  into a  manufacturing  agreement  with AMH, a company well
known for its  manufacturing  of high  performance  boats  under the Donzi trade
name. Fearless has  representatives  present at the Donzi production facility to
assure  quality  control  during  the  manufacturing  process.  As  part  of our
agreement  with AMH, AMH will  establish a separate  line to produce the 28-foot
and 44-foot luxury performance boats for Fearless at a fixed price. In addition,
Donzi will provide  warranty  service on all Fearless luxury  performance  boats
through Donzi's established network of dealerships.

INDUSTRY

Management  believes that the global demand for  recreational  boating is on the
rise.  The $23.7  billion in sales in 2005  combined  with the expected  average
yearly  increase  of 7%  provides  an  excellent  platform  from which to launch
Fearless  Yachts  (Source:  "Opportunity  Assessment  for  Composites  in Global
Boating Industry 2005-2010," E-Composites, Inc., dated 12/1/2005).

While North America still stands as the largest  recreational  boating region in
the  world,  Europe  has  seen  the  greatest  growth  in  recreational  boating
production  over  the past  five  years  (Source:  "Opportunity  Assessment  for
Composites in Global Boating  Industry  2005-2010,"  E-Composites,  Inc.,  dated
12/1/2005).


                                       3
<PAGE>

Management  believes that a current trend in the  recreational  boating industry
that Fearless can take advantage of is the desire for larger and more expensive,
high-end boats with greater performance.  This anticipated increasing demand for
luxury marine vehicles is partially  attributable to the 78 million baby boomers
that are reaching the age of maximum  earning power  (Source:  IBIS World,  Jan.
2006).

Recent  legislation  has  resulted in reduced  tariffs on boats  throughout  the
world. This will likely  facilitate our ability to offer competitive  pricing on
our high speed performance  boats,  which are manufactured in the United States,
thus easing our ability to penetrate foreign markets.  We anticipate  continuing
to design boats and yachts that will appeal to our target market by  maintaining
awareness of economic, environmental, and boating trends.

MATERIAL AGREEMENTS

AGREEMENT BETWEEN AMH & FEARLESS

General Conditions:

     o   For the manufacture by AMH and distribution by Fearless of a minimum of
         80 boats, including up to 4 prototypes; and

     o   Fearless will provide the Designs and Specifications ("D&S").

Production:

     o   Both parties will approve prototypes prior to production;

     o   AMH will:

                  Deliver  first boat  within two months and then 1-4 boats each
                  month for first 20 boats;  Purchase  production  materials  on
                  Fearless'   account  for  the  first  20  boats;  and  Reorder
                  production  materials  in lots of 20 after the  completion  of
                  boats 10, 30 and 50;

     o   Fearless will:

                  Reserve the right to inspect each boat before acceptance;
                  Provide a Letter  of  Credit  for the  drawing  of  production
                  material  costs of $2,080,000;  and Own all  works-in-progress
                  and retain lien rights.

Sharing of Risk:

     o   AMH retains risk of loss/damage until departure of AMH facility; and

     o   AMH and Fearless will jointly share builder's risk coverage.

Exclusivity:

     o   AMH cannot use the D&S for anything else;

     o   If  Fearless  terminates  the  agreement  prior to the end of its term,
         neither party can use the tooling without the other's consent; and

     o   AMH can't contract with another party while the agreement is in effect.

AGREEMENT BETWEEN PORSCHE DESIGN STUDIO & FEARLESS

General  Conditions:  General  Design  Agreement  (from initial idea sketches to
production) for developing motor  boats/yachts  under the Fearless Yachts brand.
The work started on January 1, 2006 and will end December 31, 2010,  unless such
term is extended by the parties.

Exclusivity:  During the term of this  agreement,  Porsche Design Studio may not
develop a  confusingly  similar  design for water motor craft  between 1 and 150
feet. However, Porsche Design Studio can cooperate with other boating companies.

EMPLOYEES

As of June 29,  2007,  Fearless  has 4  employees.  Fearless  also  engages  the
services of a number of  individual  and corporate  consultants.  We believe our
relations with our employees are good.  None of our employees are represented by
members of any labor union and we are not a party to any  collective  bargaining
agreement.


                                       4
<PAGE>

REPORTS TO SECURITY HOLDERS

We are subject to the  informational  requirements  of the  Exchange  Act and in
accordance  therewith must file reports,  proxy statements and other information
with the Securities and Exchange  Commission (the  "COMMISSION").  Such reports,
proxy statements and other information filed may be inspected without charge and
copies may be had at the prescribed  fees at the  Commission's  addresses and at
the Commission's website, each as provided immediately below.

The public may read and copy any  materials we file with the  Commission  at the
Commission's  Public Reference Room at 100 F Street, NE,  Washington,  DC 20549.
The public may obtain  information on the operation of the Public Reference Room
by calling  the  Commission  at  1-800-SEC-0330.  Additionally,  the  Commission
maintains  an  Internet  site  that  contains  reports,  proxy  and  information
statements,  and other information  regarding  issuers that file  electronically
with the Commission, which can be found at http://www.sec.gov.

                                  RISK FACTORS

RISKS RELATED TO OUR COMPANY

OUR AUDITORS HAVE ISSUED A "GOING CONCERN"  QUALIFICATION IN THEIR REPORT ON OUR
FINANCIAL  STATEMENTS.  Our auditors have included an  explanatory  paragraph in
their  report  for the year  ended  March  31,  2007  indicating  that  there is
substantial  doubt  regarding  our ability to continue as a going  concern.  The
financial statements included elsewhere in this Annual Report do not include any
adjustments  to  asset  values  or  recorded  liability  amounts  that  might be
necessary in the event we are unable to continue as a going  concern.  If we are
in fact  unable  to  continue  as a going  concern,  you may  lose  your  entire
investment in our common stock.

WE HAVE EXPERIENCED SEVERE WORKING CAPITAL AND LIQUIDITY SHORTAGES AND EXPECT TO
CONTINUE TO DO SO FOR THE NEAR  FUTURE.  We had a deficit in working  capital of
$3,261,290,  at March 31, 2007.  At March 31, 2006,  we had a deficit in working
capital of  $958,319.  Our  operating  expenses are  approximately  $260,000 per
month,  and we have no revenues as of March 31, 2007.  If we are  successful  in
selling  our boats and  generating  revenue,  our costs of doing  business  will
increase.  While  management is optimistic  about our  opportunities,  we do not
presently  expect to  generate  significant  revenues  until the end of the 2007
calendar  year, if at all.  Although we raised  approximately  $1,700,000 of net
proceeds  from our April  2006  private  placement  as of March 31,  2007 and an
additional  amount of $570,000 since that time from private sales of securities,
virtually  all of these  proceeds  have been used for  working  capital  and the
purchase of certain fixed assets. We are in urgent need of additional financing.

WE WILL CONTINUALLY NEED TO RAISE SIGNIFICANT ADDITIONAL CAPITAL TO CONTINUE OUR
BUSINESS  OPERATIONS.  At March 31, 2007,  our cash  position was $7,305 and our
current monthly operating expenses are approximately  $260,000. As stated above,
even with the proceeds received from our April 2006 private placement,  in order
to continue our business  development  activities,  we will be required to raise
approximately  $2,500,000  by no later  than the end of  September,  2007 and an
additional amount of approximately  $4,000,000 over the following twelve months.
In the  event  that we are  not  able  to  develop  our  business  as  presently
contemplated,  the amount we will  require  in  additional  financing  will rise
substantially.  In the event we are unable to  obtain,  on a timely  basis,  the
additional  financing required to meet our cash needs, we will have to reduce or
curtail  development of our business and our operations  which would  materially
and adversely affect our development efforts, and could ultimately result in the
loss of our business,  insolvency and even bankruptcy. Even if such financing is
obtained,  it may  not be on  commercially  acceptable  terms  or may  otherwise
substantially  dilute  the  equity  interests  of  current  stockholders  in our
company.

WE HAVE A HISTORY OF LOSSES SINCE OUR INCEPTION,  WE EXPECT FUTURE LOSSES AND WE
MAY NEVER  ACHIEVE OR SUSTAIN  PROFITABILITY.  We have  incurred net losses each
year  since our  inception  and have had  accumulated  losses  of  approximately
$228,538 through March 31, 2006 and approximately  $3,574,443  through March 31,
2007.  We expect to  continue  to incur net losses at least  through  the fourth
quarter  of our fiscal  year  ending on March 31,  2008 and these  losses may be
substantial.  To implement our business  strategy,  we will have to incur a high
level of fixed  operating  expenses and we will  continue to incur  considerable
business development expenses and capital expenditures.  Accordingly,  if we are
unable to generate  substantial  revenues  and  positive  cash flows we will not
achieve profitability.  Even if we do achieve profitability,  we may not be able
to sustain or increase our profitability on a quarterly or annual basis.


                                       5
<PAGE>

Our ability to generate future revenues will depend on a number of factors, many
of which are  beyond  our  control.  These  factors  include  the rate of market
acceptance  of our  products,  our ability to  establish  and develop  strategic
relationships  with our  manufacturers,  designers,  marketers  and  sellers and
regulatory  developments and general economic trends.  Due to these factors,  we
cannot  anticipate with any degree of certainty what our revenues,  if any, will
be in future periods.  You have limited historical  financial data and operating
results with which to evaluate our business and our prospects.  As a result, you
should  consider our  prospects in light of the early stage of our business in a
new and rapidly evolving market.

UNPROVEN PLAN OF OPERATIONS.  We have recently adopted a new plan of operations.
To date,  implementation  of this  strategy  has  been  limited,  with  only two
relationships  having been selected for further  development.  Accordingly,  our
business and  operations  should be considered to be in the  development  stage,
subject  to all of the  risks  inherent  in the  establishment  of new  business
ventures. There can be no assurance that the intended business and operations of
our company  will be  successful.  Any future  success  that we might enjoy will
depend upon many factors including  factors which may be beyond our control,  or
which cannot be predicted at this time. We may encounter unforeseen difficulties
or  delays  in the  implementation  of our plan of  operations.  There can be no
assurance  that such  difficulties  or delays  will not have a material  adverse
effect upon our financial  condition,  business prospects and operations and the
value of an investment in our company. The value of an investment in our company
can  also be  adversely  affected  by a  number  of  external  factors,  such as
conditions  prevailing in the securities  markets and/or the economy  generally.
Consequently,  an  investment  in  our  company  is  highly  speculative  and no
assurance can be given that purchasers of our securities will realize any return
on their investment or that purchasers will not lose their entire investment.

THE HOLDERS OF OUR NOTES ARE ENTITLED TO PAYMENT ON THE  MATURITY  DATE OF APRIL
1, 2007 IN AN  AGGREGATE  AMOUNT OF  $1,697,926  PLUS ACCRUED  INTEREST.  WE MAY
DETERMINE TO OFFER THESE HOLDERS THE ABILITY TO CONVERT THE NOTES INTO SHARES OF
OUR COMMON  STOCK.  IF WE ARE  OBLIGATED  TO REPAY THE AMOUNT UNDER THE NOTES IN
CASH, WE MAY NOT BE ABLE TO IMPLEMENT  OUR FULL PLAN OF OPERATION.  At a rate of
18%, the interest  payable  will be  approximately  $157,400 for an aggregate of
approximately  $1,855,326 at March 31, 2007,  to be repaid.  We may determine to
offer  these  holders the ability to convert the Notes into shares of our common
stock. However, even if we do make this offer, there can be no assurance that it
will be accepted by any of the  holders.  We would  likely be obligated to offer
the holders very favorable terms for any such conversion,  which would be likely
to have an adverse effect on the price of our common stock,  which effect may be
material. If such holders choose not to convert or extend the maturity, we would
be required to use our current  capital to repay the Notes.  We do not presently
have the ability to repay the Notes.  If we did, any repayment  would reduce any
funds otherwise available to fund the development of our business.  The maturity
date of the Notes has passed. We are in discussions with the holders and hope to
arrive  at a  resolution  favorable  to all  parties;  however  there  can be no
assurance that we will be successful in our attempts to do so.

RISKS RELATED TO OUR BUSINESS

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE HAD NO COMMERCIAL  PRODUCT SALES. WE
MAY NOT BE ABLE TO MANUFACTURE OR COMMERCIALIZE OUR PRODUCTS IN A COST-EFFECTIVE
MANNER.  We are still a development  stage  company.  Our  activities  have been
limited to attempting to establish relationships with manufacturers,  designers,
marketers and sellers. We may not be able to have any of our yachts designed and
manufactured in a cost-effective manner, if at all, and, if produced, we may not
be able to successfully market these products.

WE MAY NOT HAVE THE RESOURCES  NECESSARY  FOR MARKETING OUR YACHTS.  Our success
will  depend,  in  part,  on  whether  we are able to  enter  into and  maintain
collaborative   relationships   with   entities   charged  with   marketing  and
distributing  one or more of our  products.  We may not be able to  establish or
maintain such  collaborative  arrangements or to  commercialize  our products in
foreign territories, and even if we do, our collaborators may not have effective
sales  forces.  If we do  not,  or  are  unable  to,  enter  into  collaborative
arrangements  to sell and market our proposed  products,  we will need to devote
significant  capital,   management  resources,  and  time  to  establishing  and
developing an in-house  marketing and sales force with technical  expertise.  We
may be unsuccessful in doing so.

OUR MARKETING STRATEGIES MAY NOT BE SUCCESSFUL, WHICH WOULD ADVERSELY AFFECT OUR
FUTURE REVENUES AND  PROFITABILITY.  Our revenues and future prospects depend on
the successful marketing of our powerboats.  We cannot assure you that consumers
will be interested in purchasing our powerboats. We plan to use direct marketing
to sell our  products via  television  commercials,  infomercials,  magazine and
newspaper  advertising,  and the Internet,  as well as to retain marketing firms
who may employ  similar  means of reaching  potential  customers.  However,  our
infomercials and commercials may not generate  sufficient  income to continue to
air them. If our marketing  strategies


                                       6
<PAGE>

fail to attract  customers,  our product sales will not produce future  revenues
sufficient to meet our operating expenses or fund our future operations. If this
occurs, our business may fail and investors may lose their entire investment.

INTENSE COMPETITION. Success in the recreational boat and marine engine industry
is largely  dependent  on a  company's  ability to sell high  quality  boats and
engines at  attractive  prices  with ample  customer  service and  support.  Our
principal  competitors in the boat industry for product sales are companies such
as Mas, Ferretti Group,  Azimut,  Rodriguez Group,  Genmar Group,  Cigarette and
Apache.  All of our competitors have significantly  greater financial  resources
than we do.  Competition  for  product  sales is also based upon our  ability to
attract  independent  dealers  who are  willing  to  distribute  and  market our
products.

DEPENDENCE  ON NEW  PRODUCTS  AND  ADDITIONAL  CAPITAL.  The  recreational  boat
industry is capital intensive.  Average boat manufacturing  costs rise each year
as the cost of parts and labor continue to increase.  Thus, in the event that we
are  unable to raise  additional  capital  through  any  means,  there can be no
assurance  that  we  will be able  to  continue  as a  going  concern.  Further,
competitiveness  in the recreational boat industry requires that new products be
introduced to the market place in a constant and consistent manner.  There is no
assurance  that we will be able to produce new products  which generate the same
levels of revenue that we expect our products to produce.

IF PRODUCT  LIABILITY  CLAIMS ARE BROUGHT  AGAINST US, WE MAY INCUR  SIGNIFICANT
LIABILITIES.  Although we carry liability  insurance in amounts we believe to be
reasonable  to  cover us from  potential  damages  arising  from the sale of our
products,  we are exposed to potential  liability  claims. A liability claim may
result in  substantial  judgments as well as consume  significant  financial and
management  resources and result in adverse  publicity,  decreased  demand for a
product,  injury to our reputation,  and loss of revenues. We may not be able to
obtain insurance coverage,  or appropriate  coverage that we can afford, or that
will be adequate to satisfy any  liability  that may arise.  If losses from such
claims  exceed  our  liability  insurance  coverage,  we may  incur  substantial
liabilities.  If we are required to pay a substantial  judgment, we may not have
sufficient  financial  resources to complete  commercialization  of our products
and, if so, our financial condition, business and results of operations could be
materially and adversely affected.

RISKS RELATED TO OUR SECURITIES

WE HAVE ENTERED  INTO A SECURITY  AGREEMENT  TO SECURE OUR  INDEBTEDNESS  TO THE
HOLDERS  OF OUR NOTES.  All of our assets  have been  pledged as  collateral  to
secure our indebtedness to the holders of the Notes under the Security Agreement
executed in  connection  with the  Acquisition.  In the event that we default on
payment of our obligations,  our indebtedness could be declared  immediately due
and payable and, in certain  cases,  our assets could be  foreclosed  upon.  The
aforementioned  pledging of the assets to secure outstanding  indebtedness makes
such assets  unavailable to secure additional debt financing,  which most likely
will adversely affect our ability to borrow in the future. In the event that the
indebtedness  were foreclosed  upon, we would likely have to file for bankruptcy
protection, in which case the value of our shares of common stock would be zero.

OUR LEVEL OF DEBT WILL REDUCE OUR NET INCOME AND MAY RESTRICT OUR OPERATIONS. As
a result of the issuance of the approximately  $1,697,926 in Notes, we will have
a higher  amount of debt  than we had  before  completing  the  Acquisition.  In
addition to the negative effect on net income, our high level of debt could have
the following consequences:

     o   we may have  difficulty  borrowing  money  in the  future  for  working
         capital, capital expenditures, acquisitions or other purposes;

     o   we may have difficulty satisfying our debt obligations;

     o   certain of our indebtedness will be at variable  interest rates,  which
         will make us vulnerable to increases in interest rates;

     o   we may be less  flexible in reacting to changes in our business and the
         industry in which we operate;

     o   a significant  portion of our cash flow available from operations could
         be  required to pay  principal  and  interest  on our debt,  which will
         reduce the amount of funds that would  otherwise  be  available to fund
         capital  expenditures,  invest  in  new  technology  and  pursue  other
         business opportunities;

     o   we will be subject to numerous  restrictions  in the manner in which we
         conduct our business in the definitive financing  documents,  including
         restrictions on our ability to pay dividends,  make investments,  incur
         additional  debt,  sell  assets  and  enter  into   transactions   with
         affiliates; and

     o   we  may  be  placed  at a  competitive  disadvantage  compared  to  our
         competitors who have less debt.


                                       7
<PAGE>

WE ARE  SUBSTANTIALLY  LEVERAGED.  THIS COULD  AFFECT OUR ABILITY TO FULFILL OUR
OBLIGATIONS  UNDER THE NOTES.  Our  substantial  outstanding  debt has important
consequences to you, including the risk that we may not generate sufficient cash
flow from  financings  or  operations  to pay  principal  of and interest on our
indebtedness, including the Notes, or to invest in our businesses. Given that we
will be unable to satisfy our  obligations  with cash flow from  operations,  we
will have to attempt to raise cash to satisfy our obligations  through potential
sales of assets or equity or other debt financing,  if possible.  Our ability to
raise funds by selling assets or equity or debt  securities  depends on a number
of  factors,   including  market  conditions,   restrictions  contained  in  the
definitive  financing  document,  including  the Purchase  Agreement,  and other
factors. If we are unable to refinance indebtedness or raise funds through sales
of  assets  or equity or  otherwise,  we may be unable to pay  principal  of and
interest on the Notes.

ITEM 2.  PROPERTY

Beginning  October,  2006 we  leased  office  space  under a  sublease  expiring
December 31, 2009 for $4,000 per month.  The monthly rent payment includes rent,
sales  tax,  and  shared  office  expense  with  the  sublessor.  Our  corporate
headquarters are located at 927 Lincoln Road,  Suite 200, Miami,  Florida 33139.
Our  general  telephone  number is (305)  674-1211,  and our fax number is (305)
674-1311.

ITEM 3.  LEGAL PROCEEDINGS

We are not a party to any  pending  legal  proceeding.  We are not  aware of any
pending  legal  proceeding  to  which  any of our  officers,  directors,  or any
beneficial  holders of 5% or more of our voting  securities are adverse to us or
have a material interest adverse to us.

There has been an objection filed by No Fear, Inc. on two trademark applications
by Fearless  Yachts.  Its objection is on the alleged basis that the  trademarks
would be confusing and are too similar to marks held by No Fear,  Inc.  Fearless
Yachts  has  challenged  these  objections  as No Fear,  Inc.  does not have any
trademarks in the challenged fields. Management of the Company believes that the
goods and services  provided by Fearless Yachts are not sufficiently  related to
the goods and  services of No Fear,  Inc. and that the  trademarks  could not be
encountered by the same persons under  circumstances that could give rise to the
mistaken belief that the respective goods originate from the same providers. The
matters  are on a schedule  with a hearing to take place some time at the end of
2008.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of securities  holders for the quarter ended
March 31, 2007.

                                     PART II
                                     -------

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET  INFORMATION.  Our common stock, par value $0.001 par value per share, is
quoted on the OTC BB under the symbol FRLE.OB.  Prior to the consummation of the
Acquisition  on December 11, 2006 and our  acquisition of Fearless  Yachts,  our
company was only a shell  corporation  with no operations,  and our common stock
was not traded nor did it have a trading market.

Set forth  below are the range of high and low bid  quotations  for the  periods
indicated as reported by the Nasdaq Stock Market.  The market quotations reflect
inter-dealer  prices,  without retail mark-up,  mark-down or commissions and may
not necessarily represent actual transactions.

                                                            High       Low
                                                            ----       ---
Fiscal 2007
-----------

1st Quarter -  April 1, 2006 through June 30, 2006          NA       NA

2nd Quarter - July 1, 2006 through September 30, 2006       NA       NA

3rd Quarter - October 1, 2006 through December 31, 2006     $2.85    $0.50

4th Quarter - January 1, 2007 through March 31, 2007        $2.35    $0.45

Fiscal 2008
-----------

1st Quarter -  April 1, 2007 to date                        $0.90   $0.45


                                       8
<PAGE>

The last sale price of our common stock on June 27, 2007 was $0.52.

As of June 25,  2007,  our common stock was held of record by  approximately  56
shareholders.  This number does not include  beneficial  owners of common  stock
whose shares are held in the names of various dealers, clearing agencies, banks,
brokers and other  fiduciaries  There are no issued and  outstanding  options to
purchase shares of our common stock;  however,  there are warrants to purchase a
number of shares of our common stock that cannot be determined  unless and until
we complete our next round of financing.

Other than 18,576,000  shares of common stock,  all of our remaining  39,279,800
issued  and  outstanding  shares of common  stock are  deemed to be  "restricted
securities" for purposes of Rule 144 under the Securities Act and,  accordingly,
may not be sold absent their  registration  under the Securities Act or pursuant
to Rule 144 following  their being held for the applicable  holding  periods set
forth in Rule 144.

We  became a  reporting  company  under the  Exchange  Act upon the  filing  and
simultaneous  effectiveness  of  the  Form  8-A  registration  statement,  which
occurred as of August 1, 2006. Consequently,  our stockholders have been able to
rely upon Rule 144 since October 29, 2006.

In general,  under Rule 144 as currently in effect, a person or group of persons
whose shares are aggregated, who has beneficially owned restricted shares for at
least one year,  including  the  holding  period  of any prior  owner  except an
affiliate of ours,  would be entitled to sell,  within any three month period, a
number of  shares  that does not  exceed  1% of the  number of then  outstanding
shares of our  Common  Stock;  provided,  that  public  information  about us as
required by Rule 144 is available  and the seller  complies  with manner of sale
provisions and notice requirements.

Our transfer agent is 1st Global Stock  Transfer,  LLC,  located at 7361 Prairie
Falcon Rd Suite 110, Las Vegas, NV 89128.

DIVIDENDS.  We have not paid any cash dividends to date and do not anticipate or
contemplate  paying  dividends  in the  foreseeable  future.  It is the  present
intention of management to utilize all available  funds for the  development  of
Neah Power Washington's business.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.  None.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

This  annual  report  on Form  10-KSB  contains  a  number  of  "forward-looking
statements"  within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act.  Specifically,  all statements other than statements of
historical  facts  included  in  this  annual  report  regarding  our  financial
position,  business  strategy and plans and  objectives of management for future
operations are forward-looking statements.  These forward-looking statements are
based  on the  beliefs  of  management,  as  well  as  assumptions  made  by and
information  currently  available  to  management.  When used in this  quarterly
report, the words "anticipate,"  "believe," "estimate," "expect," "may," "will,"
"continue" and "intend," and words or phrases of similar import,  as they relate
to our  financial  position,  business  strategy  and plans,  or  objectives  of
management,   are  intended  to  identify  forward-looking   statements.   These
statements  reflect  our  current  view with  respect  to future  events and are
subject to risks, uncertainties and assumptions related to various factors.

You should understand that the following important factors, in addition to those
discussed below the heading  "Overview" and in our periodic reports and in other
filings  that we make  with the  Commission  under  the  Securities  Act and the
Exchange Act,  could affect our future  results and could cause those results to
differ materially from those expressed in such forward-looking statements:

         o        general economic conditions;

         o        limited operating history;

         o        results of additional development of our business;

         o        intense competition in our industry;

         o        our future capital needs and our ability to obtain  financing,
                  and


                                       9
<PAGE>

         o        other risks and  uncertainties as may be detailed from time to
time in our public announcements and filings with the SEC.

Although we believe that our expectations  are reasonable,  we cannot assure you
that our expectations will prove to be correct.  Should any one or more of these
risks or uncertainties  materialize,  or should any underlying assumptions prove
incorrect,  actual  results may vary  materially  from those  described  in this
annual report as anticipated, believed, estimated, expected or intended.

We  undertake no  obligation  to publicly  update or revise any  forward-looking
statements,  whether as a result of new information,  future events or any other
reason. All subsequent forward-looking statements attributable to our company or
any person acting on our behalf are expressly qualified in their entirety by the
cautionary  statements contained or referred to herein. In light of these risks,
uncertainties  and  assumptions,  the  forward-looking  events discussed in this
report may not occur.

The following discussion reflects management's analysis of the operating history
of our  company  and its  predecessor  entity,  Fearless  Yachts.  As such,  the
discussion only represents  management's current assessment of the operations of
the business. There can be no implication that the results discussed herein will
necessarily  continue into the future, or that any of the conclusions  expressed
below will necessarily be indicative of actual operating  results in the future.
This  discussion  should be read in  conjunction  with the  unaudited  financial
statements of March 31, 2007, and the related statements of expenses, changes in
members' equity (deficit) and cash flows for each of the three-month  period and
the twelve-month period ended on March 31, 2007.

OVERVIEW

The  Company  is  engaged in the  design  and  marketing  of luxury  performance
powerboats and yachts.

PBC, LLC, a Missouri company, was formed February 23, 2004 to design and develop
luxury  performance  boats and yachts.  This entity was dissolved and all assets
and  liabilities  were  transferred  to PB  Holdings,  LLC,  a  Florida  limited
liability  company  formed on September 7, 2005. PB Holdings was managed by Gary
Fears as majority equity owner. Due to changes in ownership,  PB Holdings,  LLC,
was dissolved and Fearless was formed February 14, 2006.

On December 11, 2006, in accordance  with the  Acquisition  Agreement,  Fearless
became a wholly-owned  subsidiary of the Company, which subsequently changed its
name from New Era Marketing, Inc. to Fearless International, Inc.

These financial statements are prepared in accordance with accounting principles
applicable to a going concern.  The Company is in the development  stage and has
not, as yet, achieved  commercial  production.  At present,  management  devotes
significant time to raise  sufficient funds to fund its development  operations.
The ability of the Company to continue as a going  concern  with  respect to its
planned principal  business activity is dependent upon its successful efforts to
raise additional financing.

CRITICAL ACCOUNTING POLICIES

ACCOUNTING FOR WARRANT  REGISTRATION RIGHTS

The Warrants have a registration rights provision for liquidated damages:

         a.       EITF Issue No. 05-4 "The Effect of a Liquidated Damages Clause
                  on a Freestanding  Financial  Instrument Subject to EITF Issue
                  No. 00-19,  `Accounting for Derivative  Financial  Instruments
                  Indexed  to,  and  Potentially  Settled  in, a  Company's  Own
                  Stock'"  addresses   financial   instruments  (such  as  stock
                  purchase  warrants),  which are accounted for under EITF 00-19
                  that may be issued at the same time and in  contemplation of a
                  registration  rights  agreement  that  includes  a  liquidated
                  damages clause.

         b.       EITF 05-4 discussed (a) whether a registration  rights penalty
                  meets the  definition  of a  derivative  and (b)  whether  the
                  registration  rights  agreement and the  underlying  financial
                  instrument  should be  considered  as a combined  freestanding
                  instrument or as separate freestanding  instruments.  However,
                  as of the September  15, 2005 meeting of the EITF,  discussion
                  of this Issue was postponed.


                                       10
<PAGE>

         c.       Therefore,  at this time, the liquidating damages feature does
                  not  have to be  separately  valued,  however  this is an open
                  issue and the  accounting may change (the  liquidated  damages
                  feature being  accounted for as an embedded  derivative),  and
                  the Company will account for this feature at that time.

ACCOUNTING FOR WARRANT FAIR VALUE

Due to the  contingencies  inherent in the fixing of the  exercise  price of the
warrants and the nature of the Company's operations at this time, the fair value
attributable  to these  warrants upon their  issuance is zero. The provision for
the warrant  exercise  price being reset if the company  raises money at a lower
price than the exercise  price may create a situation that will require the fair
value of the modification  (fair value immediately before the reset vs. the fair
value upon reset) to be charged to the income statement.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires the Company's  management to make estimates and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

FIXED ASSETS

Fixed  assets  are  recorded  at  cost.  They  will  be  depreciated  using  the
straight-line  method over the estimated  useful lives of the related  assets of
3-7 years, when they are put into service.

ADVERTISING COSTS

The Company expenses marketing, promotion, and advertising costs as incurred.

OFF-BALANCE SHEET ARRANGEMENTS

None.

RECENT ACCOUNTING PRONOUNCEMENTS

In  December  2004,  the FASB issued SFAS No.  153,  "Exchanges  of  Nonmonetary
Assets-An  Amendment of APB Opinion No. 29". SFAS 153  eliminates  the exception
from fair value  measurement  for  nonmonetary  exchanges of similar  productive
assets in paragraph  21(b) of APB Opinion No. 29,  "Accounting  for  Nonmonetary
Transactions",  and replaces it with an exception for exchanges that do not have
commercial  substance.  The  adoption of SFAS 153 in January 2006 did not have a
significant impact on the Company's financial statements.

In May  2005,  the FASB  issued  SFAS No.  154,  Accounting  Changes  and  Error
Corrections,  a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS
No. 154 provides  guidance on the  accounting  for and  reporting of  accounting
changes and error corrections.  It establishes retrospective application, or the
latest  practicable  date,  as the  required  method for  reporting  a change in
accounting  principle and the reporting of the correction of an error.  SFAS No.
154 is effective for accounting changes and corrections of errors made in fiscal
years  beginning  after December 15, 2005. The adoption of SFAS No. 154 will not
have a significant  impact on the Company's  results of operations and financial
condition.

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140." SFAS No.
155 amends SFAS No. 133,  "Accounting  for  Derivative  Instruments  and Hedging
Activities",  to  permit  fair  value  remeasurement  for any  hybrid  financial
instrument with an embedded derivative that otherwise would require bifurcation,
provided that the whole instrument is accounted for on a fair value basis.  SFAS
No. 155 amends  SFAS No.  140,  "Accounting  for the  Impairment  or Disposal of
Long-Lived Assets", to allow a qualifying special-purpose entity ("SPE") to hold
a derivative  financial  instrument that pertains to a beneficial interest other
than  another  derivative  financial  instrument.  SFAS No.  155  applies to all
financial  instruments  acquired or issued  after the  beginning  of an entity's
first fiscal year that begins after September 15, 2006, with earlier application
allowed.  The  Company  does not expect the  adoption  of SFAS No. 155 to have a
material  impact  on  its  consolidated  results  of  operations  and  financial
condition.

In July 2006, the FASB issued FASB  Interpretation  ("FIN") No. 48,  "Accounting
for Uncertainty in Income Taxes," which prescribes a comprehensive model for how
a company  should  recognize,  measure,  present and  disclose in its  financial
statements uncertain tax positions that the company has taken or expects to take
on a tax return (including a decision whether to file or not to file a return in
a particular jurisdiction). The accounting provisions of FIN No.48 are effective
for fiscal years  beginning  after  December 15, 2006.  The Company is currently
assessing  whether  adoption of this  Interpretation  will have an impact on our
financial position or results of operations.

In September 2006, the FASB issued Statement of Financial  Accounting  Standards
("SFAS") No. 157, "Fair Value  Measurements",  which establishes a framework for
reporting fair value and expands disclosures about fair value measurements. SFAS
No. 157 is effective for financial  statements issued for fiscal years beginning
after  November 15, 2007 and interim  periods  within those  fiscal  years.  The
Company is currently  assessing  the impact of the adoption of this  standard on
its financial statement.

In February 2007, the FASB issued  Statement of Financial  Accounting  Standards
No.  159,   "The  Fair  Value  Option  for   Financial   Assets  and   Financial
Liabilities-Including  an amendment of FASB Statement No. 115, ("SFAS No. 159").
SFAS No. 159 permits  entities to choose to measure many  financial  instruments
and certain


                                       11
<PAGE>

other items at fair value.  Most of the provisions of this Statement  apply only
to entities  that elect the fair value  option.  However,  the amendment to FASB
Statement  No.  115,  "Accounting  for  Certain  Investments  in Debt and Equity
Securities," ("SFAS No. 115"),  applies to all entities with  available-for-sale
and trading securities. SFAS No. 159 is effective for the Company's consolidated
financial  statements for the annual  reporting  period beginning after November
15,  2007.  The  Company  is  currently   evaluating  the  impact  of  this  new
pronouncement on its consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

The  Company  has  funded  its  operations  and  met  its  capital  expenditures
requirements  primarily  though  cash  generated  from  contributions  from  its
shareholders, sales of its securities, and borrowings.

As of March 31, 2007, the Company had negative  working capital in the amount of
$3,261,290  compared to a negative  working  capital of $958,319 as of March 31,
2006. Cash used by operating activities was $868,548 for the twelve months ended
March 31, 2007  compared  to cash used by  operating  activities  for the twelve
months ended March 31, 2006 of $135,480.

The factors that  predominantly  impact working capital and therefore cash flows
from operations are operating expenses.

Net cash used by investing activities for the twelve months ended March 31, 2007
were  $1,623,333  as compared to $121,306 for the twelve  months ended March 31,
2006.  The net cash used by investing  activities was  predominantly  due to the
purchase of certain fixed assets.

Net cash provided from financing activities was $2,298,806 for the twelve months
ended March 31, 2007. Net cash provided from  financing  activities was $457,166
for the  twelve  months  ended  March  31,  2006.  The cash flow  provided  from
financing  activities was primarily  derived from the net cash received from the
sale of the Company's securities and borrowings.

Management expects to continue to invest in the Company's expansion and this may
have a negative impact on cash flows.  Management believes that expansion in the
areas  of  sales  and   operations   are  essential  in  attaining   growth  and
profitability in the future.  Cash on hand on the date hereof and cash generated
by operations in conjunction  with our working capital will not be sufficient to
continue our business for the next twelve months. Management continually reviews
the Company's  overall  capital and funding needs,  taking into account  current
business needs, as well as future goals and requirements. Based on the Company's
business strategy, management believes the Company will need to increase its net
capital  and  that the best  way to do this is  through  the sale of  additional
securities or debt instruments.  For more information on cash flows,  please see
the  statement  of cash flows  included in our  financial  statements  appearing
elsewhere herein.

Should the Company's  costs and expenses  prove to be greater than its currently
anticipates,  or should the Company change its current business plan in a manner
that will  increase  or  accelerate  its  anticipated  costs and  expenses,  the
depletion of its working capital would be accelerated.

ITEM 7.  FINANCIAL STATEMENTS

The  response  to this Item is included  as a separate  Exhibit to this  report.
Please see pages F-1 through F-11

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES

We maintain  disclosure controls and procedures that are designed to ensure that
information  required to be  disclosed  in our Exchange Act reports is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Commission's  rules and forms,  and that such  information  is  accumulated  and
communicated to our management,  including our chief executive officer and chief
financial officer, to allow timely decisions regarding required  disclosure.  In
designing and  evaluating  the disclosure  controls and  procedures,  management
recognized  that any controls and  procedures,  no matter how well  designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives,  as ours are designed to do, and management necessarily was required
to apply its judgment in evaluating the  cost-benefit  relationship  of possible
controls and procedures.


                                       12
<PAGE>

As of March 31, 2007, an evaluation was performed under the supervision and with
the  participation of our management,  including our chief executive officer and
chief financial officer, of the effectiveness of the design and operation of our
disclosure  controls  and  procedures.  Based  upon that  evaluation,  our chief
executive  officer and chief  financial  officer  concluded  that our disclosure
controls  and  procedures  are  effective  to  ensure  that  required   material
information is included in this report. There has been no change in our internal
control over financial  reporting during the current quarter that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

ITEM 8B. OTHER INFORMATION

None.

                                    PART III
                                    --------

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

The following table sets forth information regarding the members of our board of
directors and our executive officers and other significant employees. All of our
officers and directors  were appointed on December 11, 2006, the closing date of
the Acquisition.  All of our directors hold office until the next annual meeting
of stockholders and their  successors are duly elected and qualified.  Executive
officers serve at the pleasure of the board of directors.

NAME                      AGE    POSITION

Jeffrey I. Binder         60     Chairman, Chief Executive Officer and President
Charles W. De Angelo      44     Chief Operating Officer & Secretary
Carol A. Stephan          58     Chief Financial Officer

JEFFREY I. BINDER.  Mr. Binder has served as chief executive officer and manager
of  Fearless  since July 14,  2006.  He became our chief  executive  officer and
director at the closing of the  Acquisition.  Since January 2006, Mr. Binder has
served as the Chairman of Infinity 8. From August 2002 through  August 2004, Mr.
Binder was the chairman of Watermark  International  Productions.  Mr. Binder is
the Chairman of JeMJ Financial  Services,  Inc., a private  holding company with
various  ownership  interests in public and private companies and real estate, a
position he has held since 1987. As Chairman of JeMJ,  Mr. Binder put together a
private group of investors that purchased  Commodore Cruise Lines from EfJohn, a
publicly  traded  company in Finland.  Mr. Binder  received his Juris  Doctorate
Degree from George Washington National Law Center, Washington DC in 1971.

CHARLES W. DE ANGELO. Mr. De Angelo has served as the chief operating officer of
Fearless since its inception in 2004 and is one of its founding  members.  Since
1995, Mr. De Angelo has served as operations manager for Gemco Management, Inc.,
a diversified  holding company focused on ocean front real estate and mega yacht
renovation  projects;  however,  he will  henceforth  dedicate  all his  time to
Fearless. In 1990, Mr. De Angelo relocated to South Florida and started a luxury
yacht charter  business  associated  with the 5 star Boca Raton Resort and Club.
The fleet included 2 luxury yachts and a high  performance  race boat. From 1984
through 1989,  he served as a financial  analyst with Citibank NA. Mr. De Angelo
holds a U.S. Merchant Marine Masters License.  He received his B.S. in Marketing
from St. John's University in 1984 and expects to receive an MBA in finance from
St. John's University in 2007.

CAROL A.  STEPHAN.  Ms.  Stephan  has served as the chief  financial  officer of
Fearless  since  inception in 2004.  Since moving to Florida in 1988 Ms. Stephan
has held senior financial  positions in turn around  environments and has held a
senior  position in a startup  company,  PrimeCo,  which  evolved  into  Verizon
Wireless. Additionally, she has been responsible for division operations in such
locations as Hong Kong, Ireland and Latin America. Ms. Stephan received her B.S.
in  Accounting  and  Finance  in 1978 and  received  her  M.B.A.  in  Operations
Management and Finance from Benedictine University in 1980.

FAMILY RELATIONSHIPS.  None.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS. Except as set forth herein, no officer
or director of the Company has,  during the last five years:  (i) been convicted
in or is currently subject to a pending a criminal proceeding; (ii) been a party
to a  civil  proceeding  of a  judicial  or  administrative  body  of  competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree  or final  order  enjoining  future  violations  of,  or  prohibiting  or
mandating  activities subject to any federal or state securities or banking laws
including,  without limitation,  in any way limiting involvement in any business
activity,  or finding any violation  with respect to such law, nor (iii) has


                                       13
<PAGE>

any  bankruptcy  petition  been filed by or against  the  business of which such
person was an executive officer or a general partner, whether at the time of the
bankruptcy of for the two years prior thereto.

AUDIT  COMMITTEE.  At present the Company does not have an audit  committee  and
consequently  the entire board of directors  is deemed to  constitute  the audit
committee.  Since our management recently changed as a result of the acquisition
of Fearless Yachts,  we were not able to identify and appoint a suitable nominee
in time for this Annual Report. Our board of directors presently consists solely
of Mr.  Binder,  who is not  independent  within  any  definition.  We intend to
appoint at least one independent member to our board of directors as promptly as
practicable. We have begun to interview qualified individuals for service on our
audit committee and our management is diligently  pursuing such a candidate with
a view to appointing an audit committee promptly.

AUDIT COMMITTEE  FINANCIAL EXPERT. We do not have an audit committee,  nor do we
have an audit committee financial expert.  However, as stated immediately above,
we are currently pursuing at least one candidate to serve on our audit committee
and  expect  to  nominate  a person  qualified  to  serve as an audit  committee
financial expert shortly.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. Section 16(a) of the Exchange
Act requires our directors and executive officers,  and persons who beneficially
own more than 10% of a  registered  class of our  equity  securities,  to report
their initial beneficial ownership and any subsequent changes in that beneficial
ownership of our securities to the Commission. Directors, executive officers and
beneficial owners of more than 10% of our Company's common stock are required by
SEC  regulations  to furnish us with copies of all Section 16(a) forms that they
file.

We were not subject to the Section  16(a) as at the end of our last fiscal year,
which ended on March 31, 2006. To the Company's  knowledge,  no present officer,
director  or  beneficial  owner of more  than ten  percent  of any  class of the
Company's equity  securities  registered  pursuant to Section 12 of the Exchange
Act or any other  person  subject to Section 16 of the Exchange Act with respect
to the  Company  failed to file on a timely  basis  reports  required by Section
16(a) of the Exchange Act  subsequent to the Company's  acquisition  of Fearless
Yachts.

CODE OF ETHICS.  To date,  we have not adopted a Code of Ethics as  described in
Item 406 of Regulation  S-B. Given our recent  acquisition of Fearless,  we have
not yet had the  opportunity  to adopt a code of ethics.  However,  we intend to
adopt a code of ethics as soon as practicable.

ITEM 10. EXECUTIVE COMPENSATION

The following  Summary  Compensation  Table sets forth, for the year ended March
31, 2007, the compensation for services in all capacities  earned by all persons
serving as the Company's  Chief  Executive  Officer during the period then ended
and each other  executive  officer  whose total annual  salary,  bonus and other
annual  compensation  may have  exceeded  $100,000  for such  period (the "NAMED
EXECUTIVE OFFICERS").

<TABLE>
<CAPTION>
                                                                                           NONQUALIFIED
                                                                         NON-EQUITY        DEFERRED
                                                               OPTION    INCENTIVE PLAN    COMPENSATION     ALL OTHER
NAME AND PRINCIPAL POSITION     YEAR     SALARY      BONUS     AWARDS    COMPENSATION      EARNINGS         COMPENSATION    TOTAL
---------------------------     ----     ------      -----     ------    ------------      --------         ------------    -----

<S>                             <C>      <C>         <C>       <C>                                          <C>             <C>
Joseph MacKenzie                2007     --          --        --                                           --
Former President

Jeffrey I. Binder               2007     $200,000    --        --                                           $28,000         $228,000
Chief Executive Officer(1)

Charles De Angelo               2007     $87,500     --        --                                           $3,300          $90,800
Chief Operating Officer

Carol Stephan                   2007     $41,360     --        --                                           --              $41,360
Chief Financial Officer
</TABLE>

(1) See "Employment Agreement" below.

EMPLOYMENT  AGREEMENT.  On July 14, 2006, Fearless Yachts and Mr. Binder entered
into  an  employment  agreement  providing  for the  salary  shown  above  on an
annualized   basis.  The  employment   agreement  was  adopted


                                       14
<PAGE>

by our  company  substantially  as it was  entered  into with  Fearless  Yachts,
including with respect to the salary. Under the employment agreement,  we expect
to pay Mr.  Binder a bonus  equal to five  percent  (5%) of our net  profits  as
reflected in our audited  financial  statements  beginning  with the fiscal year
ended  March 31,  2007.  We  expect  that Mr Binder  will be issued  options  to
purchase  shares of our common stock for a price and with respect to a number of
shares of our common  stock to be based on our net profits as  reflected  in our
audited  financial  statements  beginning  with the fiscal  year ended March 31,
2007.

STOCK OPTION PLANS.  We do not  currently  have any stock option plans in place,
but we may determine to adopt such a plan  applicable to members of our board of
directors, employees or others in the future.

ITEM 11. SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT  AND
RELATED STOCKHOLDER MATTERS

The following  table sets forth certain  information,  as of June 25, 2007, with
respect to the  beneficial  ownership of our common stock by each: (i) holder of
more than five percent (5%) of the outstanding  shares of our common stock; (ii)
our officers and directors; and (iii) all our officers and directors as a group.
Our outstanding  voting  securities at the close of business on the date of this
annual report consisted of 57,855,800  shares of common stock,  $.001 par value.
Unless otherwise indicated,  the address of each of the named persons is care of
Fearless International, Inc., 927 Lincoln Road, Suite 200, Miami, Florida 33139.

<TABLE>
<CAPTION>
                                                                            Percentage
Name And Address                          Shares Beneficially Owned (1)     Beneficially Owned
----------------                          -----------------------------     ------------------

<C>                                                          <C>                         <C>
Jeffrey I. Binder (2)                                         7,997,400                  13.8%

Charles W. De Angelo                                          2,497,500                   4.3%

Carol A. Stephan                                                 20,000                      *

All officers and directors as a group
(4 persons)                                                  10,514,900                  18.2%
</TABLE>

* Less than one percent.

(1) Unless otherwise  indicated,  we believe that all persons named in the table
have sole voting and  investment  power with respect to all shares of our common
stock  beneficially owned by them. A person is deemed to be the beneficial owner
of securities  which may be acquired by such person within 60 days from the date
on which beneficial ownership is to be determined, upon the exercise of options,
warrants or convertible securities. Each beneficial owner's percentage ownership
is determined by assuming that options, warrants and convertible securities that
are held by such person  (but not those held by any other  person) and which are
exercisable within such 60 day period, have been exercised.

(2) Consists of 5,499,900 shares of our common stock directly held by Mr. Binder
and 2,497,500  shares of our common stock  indirectly held by Mr. Binder through
JeMJ Financial  Services,  Inc., an entity in which Mr. Binder holds sole voting
and dispositive power.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 18, 2006,  the Company (then known as New Era  Marketing,  Inc.) issued
1,750,000  shares  of $0.001  par value  common  stock to Joseph  MacKenzie,  an
officer and director at the time,  in exchange for cash in the amount of $7,500.
Pending the forward  split that was  effectuated  on November  20,  2006,  these
shares were split into 21,000,000 shares of common stock. In connection with the
closing of the Acquisition,  all but 12,100,000 of Mr. MacKenzie's shares of our
common stock were cancelled.

Pursuant to the employment agreement entered into with Mr. Binder as of July 14,
2006,  he was  granted the right to purchase  twenty-five  percent  (25%) of the
equity  in  Fearless  Yachts  for a price of  $2,500.  Immediately  prior to the
closing of the  Acquisition,  Mr.  Binder  held 20.37% of the equity of Fearless
Yachts in his own name and an additional 9.25% through JeMJ Financial  Services,
Inc., an entity in which he holds sole voting and dispositive  power and that is
wholly owned by him. JeMJ  Financial  Services  acquired its interest on October
18, 2006 through the payment of $925.


                                       15
<PAGE>

Other than the foregoing,  none of the following  parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently  proposed  transaction  that has or will  materially
affect us:

         o        Any of our directors or officers;

         o        Any person proposed as a nominee for election as a director;

         o        Any person who  beneficially  owns,  directly  or  indirectly,
                  shares carrying more than 10% of the voting rights attached to
                  our outstanding shares of common stock;

         o        Any of our promoters; or

         o        Any relative or spouse of any of the foregoing persons who has
                  the same house address as such person.

All current  transactions  between us and our officers,  directors and principal
stockholders or any affiliates  thereof are, and in the future will be, on terms
no less favorable to us than could be obtained from unaffiliated third parties.

ITEM 13. EXHIBITS

The exhibits listed below are required by Item 601 of Regulation S-B.

Exhibit No.       Exhibit Name
-----------       ------------

31.1              Certification  of Chief  Executive  Officer,  pursuant to Rule
                  13a-14(a)  of the  Exchange  Act, as enacted by Section 302 of
                  the Sarbanes-Oxley Act of 2002. (1)

31.2              Certification  of Chief  Financial  Officer,  pursuant to Rule
                  13a-14(a)  of the  Exchange  Act, as enacted by Section 302 of
                  the Sarbanes-Oxley Act of 2002. (1)

32.1              Certification of Chief Executive Officer pursuant to 18 United
                  States  Code  Section  1350,  as enacted by Section 906 of the
                  Sarbanes-Oxley Act of 2002. (1)

32.2              Certification of Chief Financial Officer pursuant to 18 United
                  States  Code  Section  1350,  as enacted by Section 906 of the
                  Sarbanes-Oxley Act of 2002. (1)

(1)      Filed herewith.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The  following  table sets forth fees  billed to us by our  auditors  during the
fiscal years ended March 31, 2007 and 2006 for:  (i)  services  rendered for the
audit  of our  annual  financial  statements  and the  review  of our  quarterly
financial  statements,  (ii) services by our auditor that are reasonably related
to the  performance of the audit or review of our financial  statements and that
are not reported as Audit Fees,  (iii) services  rendered in connection with tax
compliance,  tax advice and tax  planning,  and (iv) all other fees for services
rendered.

                                            March 31, 2007     March 31, 2006
                                            --------------     --------------
                  (i)   Audit Fees              $30,000            $28,168
                  (ii)  Audit Related Fees      $                  $
                  (iii) Tax Fees                $                  $
                  (iv)  All Other Fees          $ 5,200            $
                                                -------            -------
                  Total fees                    $35,200            $28,168
                                                =======            =======


                                       16
<PAGE>

AUDIT FEES.  Consists of fees billed for professional  services rendered for the
audit  of our  consolidated  financial  statements  and  review  of the  interim
consolidated  financial  statements  included in quarterly  reports and services
that are normally provided by Kempisty & Company,  Certified Public Accountants,
P.C.  ("KEMPISTY"),  in  connection  with  statutory and  regulatory  filings or
engagements.

AUDIT-RELATED  FEES.  Consists of fees billed for assurance and related services
that are  reasonably  related to the  performance  of the audit or review of our
consolidated financial statements and are not reported under "Audit Fees".

TAX FEES. Consists of fees billed for professional  services for tax compliance,
tax advice and tax planning.

ALL OTHER  FEES.  Consists  of fees for  products  and  services  other than the
services reported above.

POLICY  ON AUDIT  COMMITTEE  PRE-APPROVAL  OF AUDIT  AND  PERMISSIBLE  NON-AUDIT
SERVICES OF INDEPENDENT  AUDITORS.  We currently do not have an audit committee.
Accordingly,  our board of  directors'  policy is to  pre-approve  all audit and
permissible  non-audit  services  provided by the  independent  auditors.  These
services may include audit services,  audit-related  services,  tax services and
other services.  Pre-approval  is generally  provided for up to one year and any
pre-approval  is detailed as to the  particular  service or category of services
and is generally  subject to a specific  budget.  The  independent  auditors and
management  are  required  to  periodically  report  to our  board of  directors
regarding  the  extent of  services  provided  by the  independent  auditors  in
accordance with this  pre-approval,  and the fees for the services  performed to
date.  Our board of  directors  may also  pre-approve  particular  services on a
case-by-case basis.


                                       17
<PAGE>

                           FEARLESS INTERNATIONAL, INC

                              FINANCIAL STATEMENTS

                                AT MARCH 31, 2007



<PAGE>

                           FEARLESS INTERNATIONAL, INC




                                      INDEX



                                                                           PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                       F2

CONSOLIDATED BALANCE SHEET                                                    F3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                               F4

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY                    F5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                               F6

NOTES TO FINANCIAL STATEMENTS                                             F7-F11


                                       F1

<PAGE>


<TABLE>
<S>            <C>          <C>                  <C>                  <C>
KEMPISTY & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS, P.C.
------------------------------------------------------------------------------------------
15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX (212) 513-1930
</TABLE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Fearless International, Inc.
(A Development Stage Company)

We have audited the accompanying consolidated balance sheet of Fearless
International, Inc. as of March 31, 2007 and the related statements of
operations, changes in stockholders' equity and cash flows for each of the years
in the two years then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fearless International, Inc. at
March 31, 2007, and the results of its operations and cash flows for each of the
years in the two years then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not generated any revenue and has incurred start-up
losses to date. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management 's plan in regard to these
matters are also discussed in Note 1. The financial statements do not include
any adjustment that might result from the outcome of this uncertainty.



Kempisty & Company
Certified Public Accountants PC
New York, New York
June 27, 2007


                                       F2

<PAGE>

                     FEARLESS INTERNATIONAL, INC
                    (A Development Stage Company)
                      Consolidated Balance Sheet


                                                                  MARCH 31, 2007
                                                                  --------------
ASSETS
       CURRENT ASSETS

            CASH                                                        $ 7,305
            OTHER CURRENT ASSETS                                          5,500
                                                                   -------------
       TOTAL CURRENT ASSETS                                              12,805
                                                                   -------------
       FIXED ASSETS
            TOOLING FOR BOAT ENGINES                                    265,000
            28' TOOLING                                                 517,060
            28' PROTOTYPE                                               400,000
            44' DESIGN AND TOOLING                                      146,878
            GENERAL BOAT DESIGN                                       1,013,305
            OTHER FIXED ASSETS                                           20,870
                                                                   -------------
               TOTAL FIXED ASSETS                                     2,363,113
            ACCUMULATED DEPRECIATION                                    (30,607)
                                                                   -------------
       NET FIXED ASSETS                                               2,332,506
                                                                   -------------
TOTAL ASSETS                                                        $ 2,345,311
                                                                   =============
LIABILITIES & EQUITY
       LIABILITIES
            CURRENT LIABILITIES
                 ACCOUNTS PAYABLE                                     $ 834,718
                      CUSTOMER PROGRESS PAYMENTS                        175,900
                      SHORT TERM LOANS (NOTE 4)                         254,423
                      ACCRUED EXPENSES (NOTE 5)                         306,583
                      BRIDGE LOAN (NOTE 3)                            1,697,926
                      PAYROLL LIABILITIES                                 4,545
                                                                   -------------
            TOTAL CURRENT LIABILITIES                                 3,274,095
                                                                   -------------
       TOTAL LIABILITIES                                              3,274,095
       EQUITY
            COMMON STOCK: 0.001 PAR VALUE, 840,000,000
                 SHARES AUTHORIZED; 57,600,000 SHARES
                 OUTSTANDING (NOTE 7)                                    57,600
            ADDITIONAL PAID-IN CAPITAL                                2,588,059
            RETAINED EARNINGS                                          (228,538)
            NET INCOME                                               (3,345,905)
                                                                   -------------
       TOTAL EQUITY                                                    (928,784)
                                                                   -------------
TOTAL LIABILITIES & EQUITY                                          $ 2,345,311
                                                                   =============

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


                                       F3

<PAGE>

                          FEARLESS INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Condensed Consolidated Statement of Operations
                 For the Years Ended March 31, 2007 and 2006 and
                February 23, 2004 (Inception) to March 31, 2007

<TABLE>
<CAPTION>
                                                                                         February 23, 2004
                                                          Twelve Months Ended             (Inception) to
                                                   March 31, 2007      March 31, 2006     March 31, 2007
                                                   --------------      --------------    -----------------
<S>                                                <C>                 <C>                <C>
OPERATING EXPENSES
     MARKETING                                      $    385,203        $          -       $     385,203
     ADVERTISING                                         122,511                 464             122,975
     PROMOTIONS/BOAT SHOWS                               419,785              73,517             494,951
     PROFESSIONAL/LEGAL FEES                             365,312              65,853             450,175
     PAYROLL EXPENSES                                    339,163                   0             339,163
     TRAVEL EXPENSES                                     101,677              38,779             168,238
     DEPRECIATION                                         30,607                   0              30,607
     LEGAL SETTLEMENT                                  1,175,000                   0           1,175,000
     OTHER GENERAL & ADMINISTRATIVE EXPENSES              90,058               1,364              91,542
                                                   --------------      --------------      --------------
          TOTAL OPERATING EXPENSES                     3,029,316             179,977           3,257,854
                                                   --------------      --------------      --------------
LOSS FROM OPERATIONS                                  (3,029,316)           (179,977)         (3,257,854)
OTHER EXPENSE
     BRIDGE LOAN FEES                                    140,987                   0             140,987
     INTEREST EXPENSE                                    175,602                   0             175,602
                                                   --------------      --------------      --------------
          TOTAL OTHER EXPENSE                            316,589                   0             316,589
                                                   --------------      --------------      --------------
NET (LOSS) BEFORE TAX PROVISION                       (3,345,905)           (179,977)         (3,574,443)

TAX (BENEFIT) PROVISION                                        0                   0                   0
                                                   --------------      --------------      --------------

NET (LOSS)                                          $ (3,345,905)       $   (179,977)       $ (3,574,443)
                                                   ==============      ==============      ==============

BASIC AND DILUTED (LOSS) PER SHARE                  $     (0.058)       $     (0.003)       $     (0.063)
                                                   ==============      ==============      ==============

WEIGHTED AVERAGE SHARES OUTSTANDING                   57,219,178          57,100,000          57,100,000
                                                   ==============      ==============      ==============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


                                       F4

<PAGE>

                           FEARLESS INTERNATIONAL, INC
                          (A Development Stage Company)
       Consolidated Statement of Changes in Shareholders' Equity (Deficit)
                 February 23, 2004 (Inception) to March 31, 2007

<TABLE>
<CAPTION>
                                              Common Stock              Additional
                                      -----------------------------      Paid-In         Members         Retained          Total
                                          Shares         Amount           Capital         Equity         Earnings          Equity
                                      -----------------------------    -------------    ----------    --------------    ------------
<S>                                      <C>              <C>           <C>              <C>           <C>               <C>
Balance February 23, 2004                57,100,000       $ 57,100                                     $                 $   57,100

Net Loss for Year                                                                                           (17,505)        (17,505)
                                      -----------------------------    -------------    ----------    --------------    ------------

Balance March 31, 2004                   57,100,000         57,100                                          (17,505)         39,595

Net Loss for Year                                                                                           (31,056)        (31,056)
                                      -----------------------------    -------------    ----------    --------------    ------------

Balance, March 31 2005                   57,100,000         57,100                                          (48,561)          8,539

Net Loss for Year                                                                                          (179,977)       (179,977)
Contributions from Members                                                               $ 10,000                 0          10,000
                                      -----------------------------    -------------    ----------    --------------    ------------

Balance, March 31, 2006                  57,100,000         57,100                         10,000          (228,538)       (161,438)

Net Loss for Year                                                                                        (3,345,905)     (3,345,905)
Reverse Merger with New Era                                             $   843,824       (10,000)                          833,824
Stock Issued for Settlement                 500,000            500        1,174,500                                       1,175,000
Sale of Stock                                                               569,735                                         569,735
                                      -----------------------------    -------------    ----------    --------------    ------------

Balance March 31, 2007                   57,600,000       $ 57,600      $ 2,588,059      $      -      $ (3,574,443)     $ (928,784)
                                      =============================    =============    ==========    ==============    ============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


                                       F5

<PAGE>

                          FEARLESS INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Condensed Consolidated Statement of Cash Flows
                 For the Years Ended March 31, 2007 and 2006 and
                     February 23, 2004 (Inception) to Date

<TABLE>
<CAPTION>
                                                                        TWELVE MONTHS ENDED            FEBRUARY 23, 2004
                                                                 --------------     --------------      (INCEPTION) TO
                                                                 MARCH 31, 2007     MARCH 31, 2006      MARCH 31, 2007
                                                                 --------------     --------------     -----------------
<S>                                                              <C>                <C>                <C>
   CASH FLOWS FROM OPERATING ACTIVITIES
        NET (LOSS)                                                $ (3,345,905)       $ (179,977)       $ (3,574,443)
        ADJUSTMENTS TO RECONCILE NET INCOME
        TO NET CASH PROVIDED (USED) BY OPERATIONS:
             DEPRECIATION EXPENSE                                       30,607                 0              30,607
             STOCK ISSUED FOR SETTLEMENT                             1,175,000                 0           1,175,000
             DEPOSITS                                                   (4,000)                0              (4,000)
             DUE FROM SHAREHOLDERS                                         300            (1,800)             (1,500)
             ACCOUNTS PAYABLE                                          788,422            46,297             834,718
             CUSTOMER PROGRESS PAYMENTS                                175,900                 0             175,900
             ACCRUED EXPENSES                                          306,583                 0             306,583
             PAYROLL LIABILITIES                                         4,545                 0               4,545
                                                                 --------------      ------------      --------------
        NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES              (868,548)         (135,480)         (1,052,590)
   CASH FLOWS FROM INVESTING ACTIVITIES
        PURCHASE OF FIXED ASSETS                                    (1,623,333)         (121,306)         (2,363,114)
                                                                 --------------      ------------      --------------
   NET CASH USED  INVESTING ACTIVITIES                              (1,623,333)         (121,306)         (2,363,114)
   CASH FLOWS FROM FINANCING ACTIVITIES
        CAPITAL CONTRIBUTION                                           890,924            10,000             900,924
        NOTES PAYABLE TO MEMBER                                                          247,166
        MEMBER NOTES PAYBLE TO EQUITY                                 (914,203)                0
        SHORT TERM LOAN PROCEEDS                                       254,423                 0             254,423
        BRIDGE LOAN PROCEEDS                                         1,497,926           200,000           1,697,926
        PROCEEDS FROM SALE OF STOCK                                    569,735                 0             569,735
                                                                 --------------      ------------      --------------
   NET CASH PROVIDED BY FINANCING ACTIVITIES                         2,298,806           457,166           3,423,008
                                                                 --------------      ------------      --------------
NET CASH INCREASE FOR PERIOD                                          (193,075)          200,380               7,305
CASH AT BEGINNING OF PERIOD                                            200,380                 0                   0
                                                                 --------------      ------------      --------------
CASH AT END OF PERIOD                                                  $ 7,305        $  200,380        $      7,305
                                                                 ==============      ============      ==============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.


                                       F6
<PAGE>


NOTES TO THE AUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. NATURE OF BUSINESS AND OPERATION

Fearless International, Inc., a Nevada corporation (the "COMPANY") is engaged in
the design and  marketing  of luxury  performance  powerboats  and  yachts.  The
Company is a development stage company.

PBC, LLC, a Missouri company, was formed February 23, 2004 to design and develop
luxury  performance  boats and yachts.  This entity was dissolved and all assets
and  liabilities  were  transferred  to PB  Holdings,  LLC,  a  Florida  limited
liability company formed on September 7, 2005.

Due to changes in ownership, PB Holdings, LLC was dissolved and Fearless Yachts,
LLC, a privately held Missouri limited  liability company  ("FEARLESS  YACHTS"),
was formed February 14, 2006.

On December 8, 2006,  the Company (then known as New Era Marketing,  Inc.),  and
Joseph MacKenzie,  its then majority  stockholder and president,  entered into a
Contribution  Agreement (the  "ACQUISITION  AGREEMENT") with Fearless Yachts and
its  individual  members.  In  connection  with the  closing of the  Acquisition
Agreement on December 11, 2006 (the  "ACQUISITION"),  Fearless  Yachts  became a
wholly-owned  subsidiary  of the  Company  and the  members of  Fearless  Yachts
received an  aggregate of  27,000,000  shares of the  Company's  common stock in
exchange for all issued and outstanding membership interests in Fearless Yachts.
As a result,  at the closing of the Acquisition,  the members of Fearless Yachts
contributed 100% of their membership interests therein in return for a number of
shares of common  stock of the  Company  representing  approximately  47% of the
57,100,000  shares  of  common  stock  issued  and  outstanding   following  the
Acquisition,  as the Company  concurrently  redeemed and canceled  approximately
8,900,000 shares of its common stock.

ACCOUNTING TREATMENT; CHANGE OF CONTROL.

The  Acquisition  was  accounted for as a "reverse  acquisition,"  as the former
members of Fearless Yachts owned nearly a majority of the outstanding  shares of
the  Company's  common  stock  immediately  following  the  Acquisition  and all
executive  officers of the Company were prior to the  Acquisition  the executive
officers of Fearless Yachts.  Consequently,  Fearless Yachts is deemed to be the
acquirer in the reverse Acquisition and therefore the assets and liabilities and
the  historical  operations  of Fearless  Yachts  prior to the  Acquisition  are
reflected in the  financial  statements  and will be recorded at the  historical
cost basis of Fearless.  The  consolidated  financial  statements of the Company
subsequent to the  Acquisition  includes the assets and  liabilities of both the
Company and Fearless  Yachts,  historical  operations  of Fearless  Yachts,  and
operations of the Company from the closing date of the Acquisition.  As a result
of the  issuance of the shares of the  Company's  common  stock  pursuant to the
Acquisition,  a change in control  of the  Company  occurred  on the date of the
consummation of the Acquisition.

These financial statements are prepared in accordance with accounting principles
applicable to a going concern.  The Company is in the development stage and just
begun commercial production. At present,  management devotes significant time to
raise  sufficient funds to fund its development  operations.  The ability of the
Company to continue as a going  concern  with  respect to its planned  principal
business  activity is dependent upon its successful  efforts to raise additional
financing.

RECENT ACCOUNTING PRONOUNCEMENTS

In  December  2004,  the FASB issued SFAS No.  153,  "Exchanges  of  Nonmonetary
Assets-An  Amendment of APB Opinion No. 29". SFAS 153  eliminates  the exception
from fair value  measurement  for  nonmonetary  exchanges of similar  productive
assets in paragraph  21(b) of APB Opinion No. 29,  "Accounting  for  Nonmonetary
Transactions",  and replaces it with an exception for exchanges that do not have
commercial  substance.  The  adoption of SFAS 153 in January 2006 did not have a
significant impact on the Company's financial statements.

In May  2005,  the FASB  issued  SFAS No.  154,  Accounting  Changes  and  Error
Corrections,  a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS
No. 154 provides  guidance on the  accounting  for and  reporting of  accounting
changes and error corrections.  It establishes retrospective application, or the
latest  practicable  date,  as the  required  method for  reporting  a change in
accounting  principle and the reporting of the correction of an error.  SFAS No.
154 is effective for accounting changes and corrections of errors made in fiscal
years  beginning  after December 15, 2005. The adoption of SFAS No. 154 will not
have a significant  impact on the Company's  results of operations and financial
condition.

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140." SFAS No.
155 amends SFAS No. 133,  "Accounting  for  Derivative  Instruments  and Hedging
Activities",  to  permit  fair  value  remeasurement  for any  hybrid  financial
instrument with an embedded derivative that otherwise would require bifurcation,
provided that the whole instrument is accounted for on a fair value basis.  SFAS
No. 155 amends  SFAS No.  140,  "Accounting  for the  Impairment  or Disposal of
Long-Lived Assets", to allow a qualifying special-purpose entity ("SPE") to hold
a derivative  financial  instrument that pertains to a beneficial interest other
than  another  derivative  financial  instrument.  SFAS No.  155  applies to all
financial  instruments  acquired or issued  after the  beginning  of an entity's
first fiscal year that begins after September 15, 2006, with earlier application
allowed.  The  Company  does not expect the  adoption  of SFAS No. 155 to have a
material  impact  on  its  consolidated  results  of  operations  and  financial
condition.

In July 2006, the FASB issued FASB  Interpretation  ("FIN") No. 48,  "Accounting
for Uncertainty in Income Taxes," which prescribes a comprehensive model for how
a company  should  recognize,  measure,  present and  disclose in its  financial
statements uncertain tax positions that the company has taken or expects to take
on a tax return (including a decision whether to file or not to file a return in
a particular jurisdiction). The accounting provisions of FIN No.48 are effective
for fiscal years  beginning  after  December 15, 2006.  The Company is currently
assessing  whether  adoption of this  Interpretation  will have an impact on our
financial position or results of operations.

In September 2006, the FASB issued Statement of Financial  Accounting  Standards
("SFAS") No. 157, "Fair Value  Measurements",  which establishes a framework for
reporting fair value and expands disclosures about fair value measurements. SFAS
No. 157 is effective for financial  statements issued for fiscal years beginning
after  November 15, 2007 and interim  periods  within those  fiscal  years.  The
Company is currently  assessing  the impact of the adoption of this  standard on
its financial statement.

In February 2007, the FASB issued  Statement of Financial  Accounting  Standards
No.  159,   "The  Fair  Value  Option  for   Financial   Assets  and   Financial
Liabilities-Including  an amendment of FASB Statement No. 115, ("SFAS No. 159").
SFAS No. 159 permits  entities to choose to measure many  financial  instruments
and certain other items at fair value.  Most of the provisions of this Statement
apply only to entities that elect the fair value option.  However, the amendment
to FASB  Statement  No. 115,  "Accounting  for Certain  Investments  in Debt and
Equity   Securities,"   ("SFAS  No.   115"),   applies  to  all  entities   with
available-for-sale  and trading  securities.  SFAS No. 159 is effective  for the
Company's  consolidated  financial  statements for the annual  reporting  period
beginning  after  November 15, 2007.  The Company is  currently  evaluating  the
impact of this new pronouncement on its consolidated financial statements.

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The  consolidated  financial  statements  reflect  the  financial  position  and
operating  results of the Company  which  include its wholly  owned  subsidiary,
Fearless Yachts.

FISCAL YEAR

The Company's fiscal year-end is March, 31st, which is its natural business year
end.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires the Company's  management to make estimates and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported


                                       F7
<PAGE>

amounts of revenue and expenses  during the  reporting  period.  Actual  results
could differ from those estimates.

FIXED ASSETS

Fixed Assets are stated at cost, net of accumulated  depreciation.  Depreciation
is calculating using the straight-line method over the estimated useful lives of
the  assets,  which  range from one to ten years.  Maintenance  and  repairs are
charged to expense when incurred.

Fixed assets consist of the following:

                                                     As of            As of
                                                 March 31, 2007   March 31, 2006
                                                 --------------   --------------

         Fixed assets at cost                      $2,363,113        $739,781
         Less:  accumulated depreciation               30,607              --
                                                   ----------        --------

         Net Fixed Assets                          $2,332,506        $739,781
                                                   ==========        ========


ADVERTISING COSTS

The Company expenses marketing, promotion, and advertising costs as incurred.

EARNINGS PER SHARE

SFAS No. 128,  "Earnings Per Share," requires dual  presentation of earnings per
share - "basic" and "diluted."  Basic earnings per share is computed by dividing
income available to common  stockholders (the numerator) by the weighted average
number of common shares (the  denominator)  for the period.  The  computation of
diluted  earnings per share is 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 potentially  dilutive common shares had
been issued.

NOTE 3. BRIDGE LOANS PAYABLE AND WARRANTS

The bridge loans payable were originally issued as 10% Senior Secured Promissory
Notes,  with  outstanding  principal  due and payable on the earlier to occur of
July 27, 2006 or upon closing of a financing of $5,000,000.  In connection  with
the closing of the Acquisition, Fearless Yachts and the Company agreed to permit
the lenders to surrender the notes for  cancellation in exchange for new secured
promissory  notes  issued by the  Company  (the  "NOTES")  having  substantially
similar terms as the notes originally issued by Fearless Yachts. The Notes carry
an  interest  rate equal to 18% and have a maturity  date of April 1, 2007.  The
Company  expects  lenders  holding a considerable  majority,  if not all, of the
dollar amount under the notes  originally  issued by Fearless to surrender these
notes for the Notes to be issued by the Company. As of March 31, 2007, the total
amount  owed by the Company to the lenders  under the Notes was  $1,697,926  and
total accrued  interest at March 31, 2007 was $157,343  based upon the 18% rate.
The bridge  loan fees of 13% and agency  fees of $75,000  have been  expensed as
additional interest.

All purchasers under the Securities  Purchase  Agreement also acquired a warrant
to purchase common stock of the Company. These warrants will entitle each holder
thereof to purchase a presently  indeterminate  number of shares of common stock
of the  Company  at an  exercise  price,  subject  to  adjustment,  that is also
presently indeterminate.

The warrants have a Registration Rights provision for liquidated damages:

         a.   EITF Issue No. 05-4 "The Effect of a Liquidated  Damages Clause on
              a  Freestanding  Financial  Instrument  Subject  to EITF Issue No.
              00-19,  `Accounting for Derivative  Financial  Instruments Indexed
              to, and Potentially  Settled in, a Company's Own Stock'" addresses
              financial instruments (such as stock purchase warrants), which are
              accounted for under EITF 00-19 that may be issued at the same time
              and in  contemplation  of a  registration  rights  agreement  that
              includes a liquidated damages clause.


                                       F8
<PAGE>

         b.   EITF 05-4  discussed  (a) whether a  registration  rights  penalty
              meets  the   definition  of  a  derivative  and  (b)  whether  the
              registration   rights  agreement  and  the  underlying   financial
              instrument  should  be  considered  as  a  combined   freestanding
              instrument or as separate freestanding instruments. However, as of
              the  September  15, 2005 meeting of the EITF,  discussion  of this
              Issue was postponed.

         c.   Therefore,  at this time, the liquidating damages feature does not
              have to be  separately  valued,  however this is an open issue and
              the accounting may change (the  liquidated  damages  feature being
              accounted  for as an embedded  derivative),  and the Company  will
              account for this feature at that time.

Due to the  contingencies  inherent in the fixing of the  exercise  price of the
warrants and the nature of the Company's operations at this time, the fair value
attributable to these warrants upon their issuance is zero.

NOTE 4. SHORT TERM LOANS

The short term loans,  aggregating  $254,423 as of March 31, 2007, do not accrue
any interest. An aggregate of $254,423 of the loans were made by related parties
to the Company.

NOTE 5. ACCRUED EXPENSES

Accrued expenses consist of the following:

                                                              For the Year Ended
                                                               2007        2006
                                                             -------     -------

                  Interest on Bridge Loans                   157,343          --
                  Accrued Payroll                            149,240          --
                                                             -------     -------

                  Total Accrued Expenses                     306,583          --
                                                             =======     =======


NOTE 6. EARNINGS (LOSS) PER SHARE

Statement of financial  Accounting  Standard ("SFAS") 128, "Earnings per Share",
requires a basic per share and  diluted  earnings  per share  presentation.  The
computations of basic earnings  (loss) per share and diluted  earnings per share
amounts are based upon the weighted average number of outstanding  common shares
during the period.

                                                       For Years Ended March 31,
                                                          2007           2006
                                                       ----------     ----------

Weighted average number of common shares
outstanding                                            57,219,178     57,100,000

Effect of dilutive shares                                       0              0
                                                       ----------     ----------

Dilutive shares outstanding                            57,219,178     57,100,000
                                                       ==========     ==========

NOTE 7. COMMON STOCK

There are currently  840,000,000  shares of common stock  authorized  with a par
value of $.001 per share.  At March 31, 2007,  there were 57,600,000 such shares
issued and outstanding, of which 39,024,000 are restricted.

NOTE 8. COMMITMENTS AND CONTINGENCES

On March 14, 2006,  the Company  entered into an agreement  with Porsche  Design
Studio.  Under the terms of the  agreement,  Porsche Design Studio has agreed to
design, on an exclusive basis,  high-speed  motorboats and yachts up to 150 feet
in length.  Under the terms,  the Company  agrees to pay Porsche Design Studio a
set fee to be determined on a project-by-project basis for such design services.


                                       F9
<PAGE>

On May 9, 2006,  the Company  entered into an  agreement  with  American  Marine
Holdings, LLC (AMH). Under the terms of the agreement,  AMH has agreed to assist
the Company in the development of the mold for its high-speed  28-foot motorboat
and to construct it at a fixed price to the Company.

On October 1, 2006,  the  Company  entered  into an  agreement  with  Harrison &
Shriftman,  LLC, to provide public relations  services,  brand  consultation and
strategic  partnership  outreach.  There is a monthly  fee of $15,000  for these
services.

On December 27, 2006, the Company entered into a financial  advisory  engagement
letter whereas Forvest Trust SA ("FORVEST") will act as it non-exclusive advisor
in  connection  with the  raising  funds,  refinancing  of debt and  mergers and
acquisitions for certain said fees and warrants.

On December 27, 2006, the Company entered into a Securities  Purchase  Agreement
with Forvest under which the Company  agreed to sell its 18% Secured  Promissory
Notes in the aggregate principal amount of up to $750,000.

On January 4, 2007,  the Company  entered into an agreement  with ZA  Consulting
Inc.,  ("ZA"),  as its  investor  relations  consultant  with respect to matters
concerning the financial and investment communities. There will be a monthly fee
of $5,000 for these services.

On March 1, 2007, the Company entered into a one year agreement with Pro Access,
Inc,  as its  marketing  company to generate  creative  marketing  programs  and
campaigns to garner brand awareness and sales for Fearless' related  businesses.
There is a monthly fee of $20,000 for these services.

NOTE 9. INCOME TAXES

Provisions for federal,  state and local income taxes are calculated on reported
financial  statement  pretax  income  based on current  tax law.  The income tax
benefit for the year ended March 31, 2007 consists of the following:

                                       Current          Deferred         Total
                                       -------          --------         -----

Federal                               $(700,000)       $ 700,000       $      --
State and local                         (80,000)          80,000              --
                                      ---------        ---------       ---------
                                      $(780,000)       $ 780,000       $      --
                                      =========        =========       =========

Provisions for federal,  state and local income taxes are calculated on reported
financial  statement  pretax  income  based on current  tax law.  The income tax
provision for the year ended March 31, 2006 consists of the following:

                                       Current          Deferred         Total
                                       -------          --------         -----

Federal                               $      --         $      --      $      --
State and local                              --                --             --
                                      ---------         ---------      ---------
                                      $      --         $      --      $      --
                                      =========         =========      =========


The reconciliation of the income tax computed at the U.S. Federal statutory rate
to income tax expense for the periods ended March 31, 2007 and 2006:

                                                              March 31,
                                                                2007       2006
                                                                ----       ----
Tax expense (benefit) at Federal rate (34%)                    -34.0%     -34.0%
State and local income tax, net of Federal benefit              -4.0%      -4.0%
Effect of losses taken by LLC members                           24.0%      38.0%
Change in valuation allowance                                   14.0%       0.0%
                                                               -----      -----
  Net income tax (benefit) allowance                              --         --
                                                               =====      =====


                                      F10
<PAGE>

Deferred income taxes reflect the net income tax effect of temporary differences
between  the  carrying  amounts  of the  assets and  liabilities  for  financial
reporting  purposes and amounts used for income taxes.  The  Company's  deferred
income tax assets and liabilities consist of the following:

                                                                       March 31,
                                                                         2007
                                                                         ----

Loss Carry forwards                                                   $ 780,000
Valuation allowance                                                    (780,000)
                                                                      ---------
                                                                      $      --
                                                                      =========

The Company has a net operating loss carry forward of  approximately  $2,000,000
which expires in 2027.

The Company has provided a full valuation  allowance against deferred tax assets
at March 31, 2007, due to uncertainties in the Company's  ability to use its net
operating losses. During 2007, the valuation allowance increased by $780,000.

For the year ended March 31, 2006 and the period April 1, 2006 through  December
8, 2006 the Company  operated as an LLC. Under this form of organization the tax
benefits were used by the LLC members.

NOTE 10. SUBSEQUENT EVENTS

The  Company  established  a letter of  credit  facility  on April 26,  2007 for
$2,080,000 with Mellon United  National Bank for drawing of production  material
costs by AMH.  This was  secured by a pledge  agreement  with Kevin  Flynn.  The
agreement has a one year term and pays interest to Mr. Flynn at 15% per annum.

On April 17, 2007,  the Company  entered into a stock  placement  agreement with
Bellador  Advisory Services under which Bellador agrees to recommend the Company
stock to Bellador's  clients  outside the United  States only as an  investment.
Bellador  agrees to arrange  for up to  $3,000,000  (U.S.) of net funding to the
Company.


                                      F11
<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed  on its  behalf  by the  undersigned  thereunto  duly
authorized.

                                      FEARLESS INTERNATIONAL, INC.


Date:  June 29, 2007

                                      By:   /s/ Jeffrey Binder
                                            ------------------
                                            Jeffrey Binder
                                            Chairman and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


Signature                                            Title                  Date
---------                                            -----                  ----
/s/ Jeffrey I. Binder          President, CEO and Chairman         June 29, 2007
---------------------
Jeffrey I. Binder

<PAGE>

                                  EXHIBIT INDEX


EXHIBIT NO.                         DESCRIPTION OF EXHIBITS
-----------                         -----------------------

   31.1       Certification  of  Chief  Executive  Officer,   pursuant  to  Rule
              13a-14(a)  of the  Exchange  Act, as enacted by Section 302 of the
              Sarbanes-Oxley Act of 2002. (1)

   31.2       Certification  of  Chief  Financial  Officer,   pursuant  to  Rule
              13a-14(a)  of the  Exchange  Act, as enacted by Section 302 of the
              Sarbanes-Oxley Act of 2002. (1)

   32.1       Certification  of Chief  Executive  Officer  pursuant to 18 United
              States  Code  Section  1350,  as  enacted  by  Section  906 of the
              Sarbanes-Oxley Act of 2002. (1)

   32.2       Certification  of Chief  Financial  Officer  pursuant to 18 United
              States  Code  Section  1350,  as  enacted  by  Section  906 of the
              Sarbanes-Oxley Act of 2002. (1)

(1) Filed herewith