X0202 3 2006-12-11 0 0001357800 Fearless International, Inc. FRLE 0001033035 BINDER JEFFREY I C/O FEARLESS INTERNATIONAL, INC. 927 LINCOLN ROAD, SUITE 200 MIAMI FL 33139 1 1 1 0 Chief Executive Officer Common Stock 2497500 I JeMJ Financial Services, Inc. Common Stock 5499000 D On December 11, 2006, Fearless Yachts, LLC ("Fearless") became a wholly-owned subsidiary of the Issuer, and the members of Fearless received shares of the Issuer's common stock in exchange for their membership interests in Fearless. As former members of Fearless, Mr. Binder and JeMJ Financial Services, Inc. contributed their membership interests therein in return for 5,499,900 and 2,497,500 shares, respectively, of common stock of the Issuer. Mr. Binder holds shared voting and dispositive power over the shares held by JeMJ Financial Services, Inc. with his wife Dr. Rosalie Binder. /s/ Jeffrey I. Binder 2007-01-31