UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported): June 4, 2008
FEARLESS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-52159 20-3155365
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(State or other jurisdiction (Commission File No.) (IRS Employer ID)
of incorporation)
972 Lincoln Road, Suite 200, Miami, Florida 33139
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(Address of principal executive offices and Zip Code)
(305) 674-1211
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information called for under this Item 1.01 is incorporated by
reference to Item 8.01 to the extent required by this item 1.01.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
The information called for under this Item 2.03 is incorporated by
reference to Item 8.01 to the extent required by this item 2.03.
ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT
FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT
The information called for under this Item 2.04 is incorporated by
reference to Item 8.01 to the extent required by this item 2.04.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information called for under this Item 3.02 is incorporated by
reference to Item 8.01 to the extent required by this item 3.02.
ITEM 8.01 OTHER EVENTS
On June 4, 2008 we entered into an agreement with Midsummer Ventures,
LP ("Midsummer") and Mahoney Associates, Inc. ("Mahoney" and collectively, the
"Investors"), pursuant to which the Investors agreed to extend until July 24,
2008 the maturity date of the Secured Promissory Notes ("Notes") issued by us on
November 15, 2007. In consideration for the foregoing, we paid a forbearance fee
in the aggregate amount of $30,000, increased the aggregate principal amount of
the Notes from $720,000 to $855,000, agreed to pay the Investors a specified
portion of certain cash proceeds we receive, and agreed to issue to the
Investors an aggregate of 2,000,000 shares of our common stock.
As the Investors are accredited investors, the issuance of such
securities was exempt from the registration requirements of the Securities Act
of 1933, as amended, pursuant to, among other things, Section 4(2) thereunder.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
10.6 Letter Agreement between Fearless, Midsummer and Mahoney
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FEARLESS INTERNATIONAL, INC.
Dated: June 6, 2008 By: /s/ Charles De Angelo
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Charles De Angelo
Chief Operating Officer