-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ISDwDTeEUjQIT81BE3+EYXbP+vh3f5LoQaQqFhfip519bc+3ycMDa7gEIUk7o5Qx BwvE99SGrgOcJgQ0Ed5LZg== 0000930413-08-003689.txt : 20080609 0000930413-08-003689.hdr.sgml : 20080609 20080609133303 ACCESSION NUMBER: 0000930413-08-003689 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080604 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080609 DATE AS OF CHANGE: 20080609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fearless International, Inc. CENTRAL INDEX KEY: 0001357800 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 000000000 FISCAL YEAR END: 0307 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52159 FILM NUMBER: 08887594 BUSINESS ADDRESS: STREET 1: 102620 SOUTHERN HIGHLANDS PARKWAY STREET 2: SUITE 110-433 CITY: LAS VEGAS STATE: NV ZIP: 89141 BUSINESS PHONE: 626-335-7750 MAIL ADDRESS: STREET 1: 102620 SOUTHERN HIGHLANDS PARKWAY STREET 2: SUITE 110-433 CITY: LAS VEGAS STATE: NV ZIP: 89141 FORMER COMPANY: FORMER CONFORMED NAME: New Era Marketing Inc DATE OF NAME CHANGE: 20060330 8-K 1 c53939.txt 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 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File No.) (IRS Employer ID) of incorporation) 972 Lincoln Road, Suite 200, Miami, Florida 33139 ------------------------------------------------------------------------------- (Address of principal executive offices and Zip Code) (305) 674-1211 ------------------------------------------------------------------------------- (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 ------------------- Charles De Angelo Chief Operating Officer EX-10.6 2 c53939_ex10-6.txt FEARLESS INTERNATIONAL, INC. 927 LINCOLN ROAD, SUITE 200 MIAMI, FLORIDA 33139 May 30, 2008 VIA EMAIL AND FACSIMILE Midsummer Ventures, LP c/o Midsummer Capital, LLC 295 Madison Avenue, 38th Floor New York, New York 10017 Mahoney Associates, Inc. c/o LH Financial Services Corp. 150 Central Park South, 2nd Floor New York, New York 10019 Re: EXTENSION OF MATURITY DATE FOR DECEMBER 2007 NOTES -------------------------------------------------- To whom it may concern: Reference is made to the Secured Promissory Notes (the "NOTES") issued by Fearless International, Inc., a Nevada corporation (the "COMPANY"), on November 15, 2007, to each of Midsummer Ventures, LP ("MIDSUMMER") and Mahoney Associates, Inc. ("MAHONEY" and collectively, the "INVESTORS") pursuant to that certain Loan and Security Agreement, dated November 15, 2007 (the "LOAN AGREEMENT"). Capitalized terms used but not defined in this Letter Agreement (this "AGREEMENT") shall have the meaning given to such terms in the Notes or the Loan Agreement. Subject to each Investor's agreement to extend the Maturity Date until July 24, 2008, which agreement shall be evidenced by such Investor's signature at the end of this Agreement, the Company hereby notifies the Investors that in consideration of such extension: (a) as a forbearance fee only and not as a payment of principal or interest on the Notes, on the date hereof the Company shall pay each Investor $15,000 via wire transfer in immediately available funds pursuant to the bank account set forth on each Investor's signature page hereto; (b) the principal amount of the Notes is hereby increased as set forth on SCHEDULE I attached hereto; (c) Until July 24, 2008, in the event that the Company receives any cash proceeds, through any means or any source, including but not limited to, cash receivables and revenues or through the issuance of equity or debt securities, other than indebtedness not secured by any assets of the Company and subordinated in writing to the Investors, pursuant to a written agreement acceptable to the Investors, ("CASH INFUSION"), the first $200,000, in the aggregate, of such Cash Infusion (net of reasonable and customary fees 1 incurred directly in connection with such Cash Infusion) shall be applied according to the following schedule: (i) the first $50,000 shall be used by the Company for working capital of the Company or its subsidiaries; (ii) the second $50,000 shall be immediately paid to the Investors, ratably, applied to outstanding principal on the Notes; (iii) the third $50,000 shall be used by the Company for working capital of the Company or its subsidiaries; and (iv) the fourth $50,000 shall be immediately paid to the Investors ratably, applied to outstanding principal on the Notes. Prior to July 24, 2008, Cash Infusions in excess of $200,000, other than Cash Infusions derived from indebtedness not secured by any assets of the Company and subordinated in writing to the Investors, pursuant to a written agreement acceptable to the Investors, in the aggregate, shall be paid and split as received 75% to the Investors ratably, applied to outstanding principal on the Notes, and 25% to be used by the Company for working capital of the Company or its subsidiaries. On or after July 24, 2008 the Notes shall be immediately due and payable in full and 100% of any cash on hand (whether from prior Cash Infusions or otherwise) or new Cash Infusions must be used first to pay-off the Notes in full; (d) the Company will issue one million (1,000,000) shares of Common Stock (the "SHARES") to each Investor no later than the tenth Trading Day after the date hereof; and (e) the Company shall execute the Confession of Judgment, attached hereto as EXHIBIT B, in favor of each of the Investors and the Company shall provide each such duly executed Confession of Judgment to each such Investor simultaneously herewith. The parties agree that the Confession of Judgment shall be held in escrow by the Investors and shall not be filed or released from escrow prior to July 24, 2008. Should the Company satisfy the Notes in full prior to July 24, 2008, the Confession of Judgment shall be returned to the Company and shall otherwise be null and void. Each of the undersigned represents and warrants that it is the sole holder of any interest in the Notes originally issued to it, that it has not transferred, pledged or otherwise disposed of any interest therein and that the undersigned has the authority to sign this Agreement and give the waivers set forth herein. The Company hereby represents and warrants to each of the Investors that the Shares are duly authorized and, when issued and paid for, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, charges, security interests, encumbrances, right of first refusals, preemptive rights or other restrictions imposed by the Company. The Company has 2 reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. Subject to each Investor's agreement, which agreement shall be evidenced by such Investor's signature at the end of this Agreement, (a) within 1 business day of the date of this Agreement, we shall file a Current Report on Form 8-K, reasonably acceptable to each Investor disclosing the material terms of this Agreement and (b) within 3 business days of the date of this Agreement, we shall deliver an amended and restated Note to each Investor reflecting the increased principal amounts set forth on SCHEDULE I. Except as expressly set forth herein, all terms, conditions and provisions of the Notes shall remain in full force and effect. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together, when executed and delivered by facsimile or .pdf copies, shall constitute one and the same instrument. *************** 3 Please indicate your agreement to the foregoing by signing in the space provided below, whereupon this Agreement shall become a binding agreement between us. FEARLESS INTERNATIONAL, INC. BY: ----------------------------- Name: Title: MIDSUMMER VENTURES, LP BY: - ---------------------------- Name: Title: WIRE INSTRUCTIONS: - ------------------ MAHONEY ASSOCIATES, INC. BY: - ---------------------------- Name: Title: WIRE INSTRUCTIONS: - ------------------ 4 SCHEDULE I ---------- - ------------------------- ------------------------- ------------------------ Name Previously Outstanding Amended Outstanding Principal Amount Principal Amount - ------------------------- ------------------------- ------------------------ Midsummer Ventures LP $360,000 $427,500 - ------------------------- ------------------------- ------------------------ Mahoney Associates, Inc. $360,000 $427,500 - ------------------------- ------------------------- ------------------------ 5 -----END PRIVACY-ENHANCED MESSAGE-----