UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended December 31, 2007FEARLESS INTERNATIONAL, INC.(Exact name of registrant as specified in its charter)



|NEVADA                          | 000-52159                | 20-3155365                       
|------------------------------- | ------------------------ | ---------------------------------
|                               
|(State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.)
|incorporation)                  |                          |                                  

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)

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 o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes o     No x

As of December 31, 2007, Fearless International, Inc. had 67,664,197 shares of common stock outstanding.

Transitional Small Business Disclosure Format: Yes o     No x

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|                              |      | TABLE OF CONTENTS                                                                       |    
|----------------------------- | ---- | --------------------------------------------------------------------------------------- | ---
|Part I. Financial Information | Page
|                              |      |                                                                                         | No.
|Item 1.                       |      | Financial Statements (Unaudited)                                                        |    
|                              |      |                                                                                         |    
|                              |      | Consolidated Balance Sheet - As of December 31, 2007                                    | 3  
|                              |      | Consolidated Statements of Income - for the three months and nine months ended December | 4  
|                              |      | 31, 2007 and 2006                                                                       |    
|                              |      |                                                                                         |    
|                              |      | Consolidated Statements of Cash Flows - for the three months and nine months ended      | 5  
|                              |      | December 31, 2007 and 2006                                                              |    
|                              |      |                                                                                         |    
|                              |      | Notes to Consolidated Financial Statements                                              | 6  
|                              |      |                                                                                         |    
|Item 2.                       |      | Managements Discussion and Analysis of Financial Condition and Results of Operations   | 10 
|                              |      |                                                                                         |    
|Item 3.                       |      | Controls and Procedures                                                                 | 12 
|                             
|Part II. Other Information    |     
|Item 1.                       |      | Legal Proceedings                                                                       | 13 
|                              |      |                                                                                         |    
|Item 2.                       |      | Unregistered Sales of Equity Securities and Use of Proceeds                             | 13 
|                              |      |                                                                                         |    
|Item 3.                       |      | Defaults upon Senior Securities                                                         | 13 
|                              |      |                                                                                         |    
|Item 4.                       |      | Submission of Matters to a Vote of Security Holders                                     | 13 
|                              |      |                                                                                         |    
|Item 5.                       |      | Other Information                                                                       |    
|                              |      |                                                                                         |    
|Item 6.                       |      | Exhibits                                                                                | 13 
|Signatures                    | 14  

2

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FEARLESS INTERNATIONAL, INC.(A Development Stage Company)Consolidated Balance SheetAs of December 31, 2007(unaudited)

|ASSETS                                                    |   |            |  
|--------------------------------------------------------- | - | ---------- | -
|Current Assets                                            |   |            |  
|Cash                                                      | $ | 21,484     |  
|Accounts Receivable                                       |   | 282,245    |  
|Other Current Assets                                      |   | 4,000      |  
|Total Current Assets                                      |   | 307,729    |  
|                                                         
|Fixed Assets (net of accumulated depreciation of $283,515 |   | 4,367,872  |  
|                                                         
|TOTAL ASSETS                                              | $ | 4,675,601  |  
|                                                         
|LIABILITIES & EQUITY                                      |   |            |  
|Liabilities                                               |   |            |  
|Current Liabilities                                       |   |            |  
|Accounts Payable                                          | $ | 1,058,163  |  
|Accrued Expenses                                          |   | 800,251    |  
|Customer Progress Payments                                |   | 170,875    |  
|Short Term Loan, Mellon Bank (Note 4)                     |   | 1,987,001  |  
|Short Term Loans (Note 4)                                 |   | 1,043,424  |  
|Discount on Short Term Loans (Note 5)                     |   | (52,500    | )
|Bridge Loans (Note 3)                                     |   | 1,572,926  |  
|Total Current Liabilities                                 |   | 6,580,140  |  
|                                                         
|Total Liabilities                                         |   | 6,580,140  |  
|                                                         
|Shareholders' Deficiency                                  |   |            |  
|Common Stock: $0.001 Par Value, 840,000,000               |   |            |  
|Shares Authorized; 67,664,197 Shares                      |   |            |  
|Outstanding (Note 6)                                      |   | 67,664     |  
|Additional Paid in Capital                                |   | 4,786,260  |  
|Retained Earnings                                         |   | (3,574,443 | )
|Deficit Accumulated During the Development Stage          |   | (3,184,020 | )
|Total Shareholders' Deficiency                            |   | (1,904,539 | )
|                                                         
|TOTAL LIABILITIES & SHAREHOLDERS' DEFICIENCY              | $ | 4,675,601  |  

The accompanying notes are an integral part of these consolidated financial statements.

3

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FEARLESS INTERNATIONAL, INC(A Development State Company)Consolidated Statement of OperationsFor the Three Months and Nine Months Ended December 31, 2007 and 2006 andFebruary 23, 2004 (Inception) to December 31, 2007(unaudited)

|                                          |  |   |                                 |   |   |                                |   |   |                |   |   |            |   |   | February 23, 2004 |  
|----------------------------------------- |  | - | ------------------------------- | - | - | ------------------------------ | - | - | -------------- | - | - | ---------- | - | - | ----------------- | -
|                                          |  |   | Three Months Ended December 31, |   |   | Nine Months Ended December 31, |   |   | (Inception) to |  
|                                          |  |   | 2007                            |   |   | 2006                           |   |   | 2007           |   |   | 2006       |   |   | December 31, 2007 |  
|Revenue                                   |  |   |                                 |   |   |                                |   |   |                |   |   |            |   |   |                   |  
|Sales 28'                                 |  | $ | 751,910                         |   | $ | -                              |   | $ | 1,761,485      |   | $ | -          |   | $ | 1,761,485         |  
|                                         
|Cost of Sales                             |  |   | 559,008                         |   |   | 0                              |   |   | 1,235,652      |   |   | 0          |   |   | 1,235,652         |  
|Gross Profit                              |  |   | 192,902                         |   |   | 0                              |   |   | 525,833        |   |   | 0          |   |   | 525,833           |  
|                                         
|Operating Expenses                        |  |   |                                 |   |   |                                |   |   |                |   |   |            |   |   |                   |  
|Marketing                                 |  |   | 62,841                          |   |   | 149,996                        |   |   | 250,040        |   |   | 228,746    |   |   | 635,243           |  
|Advertising                               |  |   | 9,333                           |   |   | 85,728                         |   |   | 47,060         |   |   | 86,231     |   |   | 170,035           |  
|Promotions/Boat Shows                     |  |   | 140,586                         |   |   | 80,228                         |   |   | 300,976        |   |   | 103,142    |   |   | 795,927           |  
|Professional and Legal Fees               |  |   | 225,605                         |   |   | 157,186                        |   |   | 543,801        |   |   | 263,731    |   |   | 993,977           |  
|Travel Expenses                           |  |   | 59,857                          |   |   | 38,483                         |   |   | 217,299        |   |   | 66,487     |   |   | 385,535           |  
|Depreciation                              |  |   | 91,280                          |   |   | 6,017                          |   |   | 252,909        |   |   | 6,016      |   |   | 283,516           |  
|Payroll Expenses                          |  |   | 167,358                         |   |   | 131,607                        |   |   | 500,112        |   |   | 200,878    |   |   | 839,275           |  
|Stock Compensation                        |  |   | 517,300                         |   |   | 0                              |   |   | 729,300        |   |   | 0          |   |   | 729,300           |  
|Organizational Expenses                   |  |   | 9,154                           |   |   | 0                              |   |   | 58,362         |   |   | 25         |   |   | 69,650            |  
|Insurance                                 |  |   | 7,039                           |   |   | 0                              |   |   | 51,547         |   |   | 0          |   |   | 80,922            |  
|Rent Expense                              |  |   | 12,000                          |   |   | 12,000                         |   |   | 32,000         |   |   | 12,000     |   |   | 60,000            |  
|Charity                                   |  |   | 0                               |   |   | 0                              |   |   | 11,800         |   |   | 0          |   |   | 11,800            |  
|Legal Settlement                          |  |   | 0                               |   |   | 0                              |   |   | 0              |   |   | 0          |   |   | 1,175,000         |  
|Warranty Expense                          |  |   | 0                               |   |   | 0                              |   |   | 19,200         |   |   | 0          |   |   | 19,200            |  
|Other General and Administrative Expenses |  |   | 12,843                          |   |   | 13,250                         |   |   | 53,388         |   |   | 14,925     |   |   | 76,267            |  
|Total Operating Expenses                  |  |   | 1,315,196                       |   |   | 674,495                        |   |   | 3,067,794      |   |   | 982,181    |   |   | 6,325,647         |  
|                                         
|Loss From Operations                      |  |   | (1,122,294                      | ) |   | (674,495                       | ) |   | (2,541,961     | ) |   | (982,181   | ) |   | (5,799,814        | )
|                                         
|Other Expense                             |  |   |                                 |   |   |                                |   |   |                |   |   |            |   |   |                   |  
|Interest Expense                          |  |   | 306,147                         |   |   | 69,117                         |   |   | 616,870        |   |   | 100,124    |   |   | 792,474           |  
|Other                                     |  |   | 13,170                          |   |   | (35,000                        | ) |   | 25,189         |   |   | 90,986     |   |   | 166,175           |  
|Total Other Expense                       |  |   | 319,317                         |   |   | 34,117                         |   |   | 642,059        |   |   | 191,110    |   |   | 958,649           |  
|                                         
|Net (Loss) Before Tax Provision           |  |   | (1,441,611                      | ) |   | (708,612                       | ) |   | (3,184,020     | ) |   | (1,173,291 | ) |   | (6,758,463        | )
|                                         
|Tax (Benefit) Provision                   |  |   | 0                               |   |   | 0                              |   |   | 0              |   |   | 0          |   |   | 0                 |  
|                                         
|Net (Loss)                                |  | $ | (1,441,611                      | ) | $ | (708,612                       | ) | $ | (3,184,020     | ) | $ | (1,173,291 | ) | $ | (6,758,463        | )
|                                         
|Basic and Diluted (Loss) Per Share        |  | $ | (0.02                           | ) | $ | (0.01                          | ) | $ | (0.05          | ) | $ | (0.02      | ) |   |                   |  
|                                         
|Weighted Average Shares Outstanding       |  |   | 63,079,379                      |   |   | 57,100,000                     |   |   | 62,158,983     |   |   | 57,100,000 |   |   |                   |  

The accompanying notes are an integral part of these consolidated financial statements.

4

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FEARLESS INTERNATIONAL, INC.(A Development Stage Company)Consolidated Statement of Cash FlowsFor the Nine Months Ended December 31, 2007
and 2006 andFebruary 23, 2004 (Inception) to Date(unaudited)

|                                                 |  |                                |            |                |  |                   |            |   |  | February
    23, 2004
|------------------------------------------------ |  | ------------------------------ | ---------- | -------------- |  | ----------------- | ---------- | - |  | ---------------------
|                                                 |  | Nine Months Ended December 31, |            | (Inception) to
|                                                 |  | 2007                           |            | 2006           |  | December 31, 2007
|Cash Flows from Operating Activities             |  |                                |            |                |  |                   |            |   |  |                      
|Deficit Accumulated During the Development Stage |  | $                              | (3,184,020 | )              |  |                   | (1,173,292 | ) |  | $                    
|Adjustments to Reconcile Net Income              |  |                                |            |                |  |                   |            |   |  |                      
|to Net Cash Provided by Operations:              |  |                                |            |                |  |                   |            |   |  |                      
|Depreciation                                     |  |                                | 252,909    |                |  |                   | 6,017      |   |  |                      
|Stock Issued for Settlement                      |  |                                | -          |                |  |                   | -          |   |  |                      
|Stock Compensation                               |  |                                | 729,300    |                |  |                   | -          |   |  |                      
|Amortization of Discount on Short Term Loan      |  |                                | 7,500      |                |  |                   | -          |   |  |                      
|Fees on Issuance of Short Term Loan              |  |                                | 130,000    |                |  |                   | -          |   |  |                      
|Changes in Assets and Liabilities:               |  |                                |            |                |  |                   |            |   |  |                      
|Deposits                                         |  |                                | -          |                |  |                   | (4,000     | ) |  |                      
|Accounts Payable                                 |  |                                | 223,110    |                |  |                   | 290,047    |   |  |                      
|Customer Progress Payments                       |  |                                | (5,025     | )              |  |                   | -          |   |  |                      
|Accrued Expenses                                 |  |                                | 493,669    |                |  |                   | 179,843    |   |  |                      
|Payroll Liabilities                              |  |                                | (4,210     | )              |  |                   | 14,358     |   |  |                      
|Receivables                                      |  |                                | (280,745   | )              |  |                   | 300        |   |  |                      
|Net Cash Provided (Used) by Operating Activities |  |                                | (1,637,512 | )              |  |                   | (686,727   | ) |  |                      
|                                                
|Cash Flows From Investing Activities             |  |                                |            |                |  |                   |            |   |  |                      
|Purchase of Fixed Assets                         |  |                                | (2,288,274 | )              |  |                   | (1,173,800 | ) |  |                      
|Net Cash Used From Investing Activities          |  |                                | (2,288,274 | )              |  |                   | (1,173,800 | ) |  |                      
|                                                
|Cash Flows from Financing Activities             |  |                                |            |                |  |                   |            |   |  |                      
|Capital Contribution                             |  |                                |            |                |  |                   |            |   |  |                      
|Proceeds from Sale of Stock                      |  |                                | 1,478,965  |                |  |                   | -          |   |  |                      
|Short Term Loan Proceeds                         |  |                                | 2,780,606  |                |  |                   | 775,000    |   |  |                      
|Repayment of Short Term Loan                     |  |                                | (194,606   | )              |  |                   |            |   |  |                      
|Notes Payable to Member                          |  |                                | -          |                |  |                   | (914,203   | ) |  |                      
|Member Notes Payable to Equity                   |  |                                | -          |                |  |                   | 890,924    |   |  |                      
|Bridge Loan Proceeds (Payment)                   |  |                                | (125,000   | )              |  |                   | 994,817    |   |  |                      
|Net Cash Provided by Financing Activities        |  |                                | 3,939,965  |                |  |                   | 1,746,538  |   |  |                      
|                                                
|Net Cash Increase for Period                     |  |                                | 14,179     |                |  |                   | (113,989   | ) |  |                      
|Cash at Beginning of Period                      |  |                                | 7,305      |                |  |                   | 200,380    |   |  |                      
|Cash at End of Period                            |  | $                              | 21,484     |                |  | $                 | 86,391     |   |  | $                    



The accompanying notes are an integral part of
      these consolidated financial statements.

5

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. 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 recapitalization, 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. Consequently, upon completion of the transaction, the financial
statements became those of Fearless Yachts with adjustments to reflect the changes
in the equity structure of the public shell. No goodwill or intangible assets
were  recorded as part of the transaction.

Going Concern

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.

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

Basis of Presentation

These Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form
10-QSB and Item 310 of Regulation S-B.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments
(which include normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flows at December 31, 2007 and for all periods presented have been made. Operating results for the nine months
ended December 31, 2007 are not necessarily indicative of the results that may be expected for the year ending March 31, 2008.

These financial statements should be read in conjunction with the Companys Annual Report on Form 10-KSB for the period ending March 31, 2007.



6

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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.

Revenue Recognition

Revenue is recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements. The Company recognizes revenue when ownership has been transferred
to the customer pursuant to applicable laws and regulations, including factors such as when there has been evidence of a sales arrangement, delivery has occurred, the price to the buyer is fixed or determinable, and collectability is reasonably
assured.

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.

Recent Accounting Pronouncements

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. The adoption of
this statement is not expected to have a material effect on the Companys consolidated financial statements.

NOTE 3. BRIDGE LOANS PAYABLES 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 December 31, 2007, the total amount
owed by the Company to the lenders under the Notes was $1,572,926 and total accrued interest at December 31, 2007 was $378,970 based upon the 18% rate. The bridge loan fees of 13% and agency fees of $75,000 have been expensed as
additional interest.

The warrants have a Registration Rights Agreement which requires the Company to use commercially reasonable efforts to effect the registration of the registrable securities sold. There is no provision for liquidated damages
in the event the securities are not registered.

7

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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.

When the exercise price of the warrant is fixed, the Company will be able to determine the amount of debt discount to be associated with the warrants to be recorded as additional interest expense.  Additionally, at that
time, the Company will determine the proper accounting for the warrants, as either equity or debt with reference to APB14, EITFs 00-19 and 00-27 and FSP EITF 00-19-2.

NOTE 4. SHORT TERM LOANS

The short term loans as of December 31, 2007 total $1,043,423. Loans totaling $323,423 do not accrue any interest. An aggregate of $298,423 of the loans were made by related parties to the Company. See Note 9
below. There is a promissory note for $720,000 due March 14, 2008. See Note 5 below.

The Company established a Line of Credit of $2,080,000 with Mellon United Nation Bank (Mellon) on April 24, 2007. The interest rate on the note is subject to change from time to time based on changes in an
index which is the rate announced from time to time by Mellon as its Prime Rate The interest rate for the period ended December 31, 2007 was 7.25% . The note matures April 8, 2008. This line of credit was used to establish a letter of credit
facility on April 26, 2007 for $2,080,000 with Mellon United National Bank. Donzi Marine, LLC will draw down on this letter of credit for all production material costs. As of December 31, 2007, the beneficiary, Donzi Marine, LLC has made
drawings of $2,181,607 and the outstanding Standby Letter of Credit balance is $92,999 which includes reimbursements by the Company of $194,606. Interest for this loan for the three and nine months ending December 31, 2007 was
$19,810 and $34,530.

There is an off-balance sheet pledge agreement that the Company entered into on April 13, 2007 whereby Kevin F. Flynn pledged $2,080,000 in a letter of credit to Mellon. The Company agreed to pay Kevin F. Flynn interest
at a per annum rate equal to 15% of the face amount of the agreement.  For the quarter and nine months ending December 31, 2007, the Company recorded interest expense of $78,641 and $223,956.

NOTE 5. SHORT TERM PROMISSORY NOTE WITH DISCOUNT ON NOTE

The Company entered into agreement on November 15, 2007 in which we issued two Secured Promissory Notes in the total amount of $600,000. The net proceeds from this transaction was $530,000. There was a discount on
the note of $60,000 which is being amortized over length of the note. The remaining $10,000 was charged as legal fees. The amount to be repaid was subsequently increased to $720,000 after December 15, 2007. This additional fee was
charged as interest in the current period. As of December 31, 2007, the unamortized discount on the note is $52,500. There was also an aggregate of 3,200,000 shares of stock issued to the holders of the notes. The notes are due upon the earlier
of 1) the date that the Company raises net proceeds in a financing of at least $600,000 and 2) March 15, 2008 or such later date as is agreed to in writing by the Payee.

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.

NOTE 7. COMMON STOCK

There are currently 840,000,000 shares of common stock authorized with a par value of $.001 per share.  At December 31, 2007, there were 67,664,197 such shares issued and outstanding, of which 47,064,197 are restricted.

NOTE 8. COMMON STOCK SUBSCRIBED, SUBSCRIPTION RECEIVABLE

During the three months ended September 30, 2007, common stock, which had been subscribed through Bellador Advisory Services (see Note 9), was issued to the subscriber. Subsequent to the stock being issued, the subscriber cancelled their subscription and never forwarded the appropriate funds. The 260,700 shares issued has not been
included in the Companys total shares outstanding, but have been accounted for as common stock subscribed. The stock certificates have subsequently been cancelled.

8

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For the period ended December 31, 2007, there were no shares of common stock subscribed.

NOTE 9. REG S STOCK

On April 17, 2007 the Company entered into a stock placement agreement with Bellador Advisory Services (BAS) whereby the Company receives no less than 50% of the sales price of common stock sold by BAS based
upon the closing bid price on the OTCBB on the date of sale. As of December 31, 2007, the Company has received aggregate net proceeds of $313,415 from the sale of 2,816,321 shares of common stock for $626,830. Between October 1, 2007 and
December 31, 2007, the Company received net proceeds of $172,203 from the sale of 2,167,021 shares of common stock for $346,935

Effective November 23, 2007, the stock placement agreement with Bellador Advisory Services was cancelled.

NOTE 10. 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' 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. Fees paid under this agreement were $440,000.

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'
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.

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.

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.

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

On June 19, 2007, the Company entered into an agreement with AB Yachts, srl. Under the terms of the agreement, AB Yachts agreed to construct 68 and 125 motor yachts at a fixed price to the Company. The Company
commits to purchase ten (10) vessels of 68 and one (1) 125 motor yacht over a five year period ending February 1, 2012. If this commitment is not met by the end of the term, the Company will pay 180,000 Euros for each vessel not
ordered.

On June 25, 2007, the Company entered into an agreement with Porsche Design Studio. Under the terms of the agreement, Porsche Design Studio has agreed to design the exterior superstructure for a 125 yacht. The Company
agreed to pay Porsche Design Studio at a fixed price.

NOTE 11. SUBSEQUENT EVENTS

On February 1, 2008, the Company entered into an Extension of Letter of Credit Agreement with Kevin F. Flynn. This agreement renews the Letter of Credit for an additional one year term commencing April 13, 2008, and
ending

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April 12, 2009. In addition, the original warrants of 2,1000,000 previously issued to Kevin F. Flynn at an exercise price of $0.50 per share has been amended to $0.25 per share.  Furthermore, as additional
consideration for the extension, Kevin Flynn shall be granted an additional 2,100,000 warrants to purchase shares of common stock at a purchase price of $0.25 per share. Fearless has agreed to pay $25,000 for payment of the Letter of Credit
Fee and $25,000 for legal expenses, payable to Kevin Flynn upon closing of the Fearless Financing Transaction.

On February 1, 2008, the Company has entered into an agreement with Jet Trading and Leasing LLC. Under the terms of the agreement, Fearless received $150,000 less $9,000 held in escrow by Fearless Attorney for
necessary obligations as they arise. A Fearless 28 boat has been secured by the lender as collateral. Management of the Company expects to have repaid the $155,000 within 30 days.

Item 2: Management's Discussion and Analysis or Plan of Operations

This quarterly report on Form 10-QSB contains a number of 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).
Specifically, all statements other than statements of historical facts included in this quarterly 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 Securities and
Exchange Commission (the SEC) 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:

- general economic conditions;
- limited operating history;
- results of additional development of our business;
- intense competition in our industry;
- our future capital needs and our ability to obtain financing, and
- 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 Quarterly 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
the 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 audited financial statements of March 31, 2007, and

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the related statements of expenses, changes in members equity (deficit) and cash flows for 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 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.

Recent Accounting Pronouncements

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. The adoption of
this statement is not expected to have a material effect on the Companys consolidated financial statements.

Off-Balance Sheet Arrangements.

There is an off-balance sheet pledge agreement that the Company entered into on April 13, 2007 whereby Kevin F. Flynn pledged $2,080,000 in a letter of credit to Mellon. The Company agreed to pay Kevin F. Flynn
interest at a

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per annum rate equal to 15% of the face amount of the agreement.  For the quarter and nine months ending December 31, 2007, the Company recorded interest expense of $78,641 and $223,956.

Liquidity and Capital Resources.The Company has funded its operations and met its capital expenditures requirements primarily though cash generated from contributions from its
members, shareholders and borrowings.

As of December 31, 2007, the Company had negative working capital in the amount of $6,272,411 compared to a negative working capital of $2,413,971 as of December 31, 2006. Cash used by operating activities was
$1,637,512 for the nine months ended December 31, 2007. These compare to cash used by operating activities for the nine months ended December 31, 2006 of $686,727.

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

Net cash used by investing activities for the nine months ended December 31, 2007 was $2,288,274, as compared to $1,173,800 for the nine months ended December 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 $3,939,965 for the nine months ended December 31, 2007. Net cash provided from financing activities was $1,746,538 for the nine months ended December 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 secure
additional financing and that the best way to do this is through the sale of additional securities or debt instruments as described above.  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 it 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 3: Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our chief executive and 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.

As of December 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.

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Part II. Other Information

Item 1: Legal Proceeding

There were no legal proceedings during the quarter ending December 31, 2007.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

During the period covered by this report, the Company entered into Subscription Agreements with each of several purchasers for the sale of its shares of common stock. Under these agreements, the Company sold 2,417,021
shares of its common stock to certain purchasers and received net proceeds therefrom in the amount of $247,203. The shares were sold pursuant to the exemption from registration provided by Regulation S of the Securities Act of 1933, as amended.
The Company used the proceeds from the sale of the shares to acquire certain fixed assets and general operating expenses necessary to furthering the Companys business.

Item 3: Defaults Upon Senior Securities

None

Item 4: Submission of Matters to a Vote of Security Holders

Not applicable.Item 5: Other InformationNot applicable.Item 6: ExhibitsSee Exhibit Index.

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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: February15,2008 |                             
|                      |                             
|                      | By:                         
|                      |                             
|                      |                             
|                      |                             
|                      | By:                         
|                      |                             
|                      |                             

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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

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