---

**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-QSB

(Mark One)

x QUARTERLY REPORT
  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2005

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
  ACT

For the transition period from _______________ to _______________

Commission file number 000-28305

FAIRCHILD INTERNATIONAL CORPORATION(Exact name of small business issuer as specified in its charter)

|Nevada                                                 |                                     
|------------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation
      or | 91-1880015                          
|organization)                                          | (I.R.S. Employer Identification No.)

Suite 600, 595 Hornby StreetVancouver, British Columbia, V6C 1A4(Address of principal executive offices)

604.646.5611(Issuer's telephone number)

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports
  required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
  distribution of securities under a plan confirmed by a court. Yes  ̈
  No  ̈

APPLICABLE ONLY TO CORPORATE ISSUERS

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

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable
  date:

36,605,050 common shares, par value $0.001 as at August 17, 2005

Transitional Small Business Disclosure Format (Check one):
  Yes  ̈ No x

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Part I - FINANCIAL INFORMATION

|Item 1. | Financial Statements.
|------- | ---------------------

Our financial statements are stated in United States Dollars
  (US$) and are prepared in accordance with United States Generally Accepted
  Accounting Principles.

DISCLOSURE

To: The Shareholders ofFairchild International Corporation

It is the opinion of management that the interim financial statements for the quarter ended June 30, 2005 include all adjustments necessary in order to ensure that the financial statements are not misleading.

Vancouver, British Columbia
  Date: August 19, 2005

/s/ Robert Klein
  ___________________________________________
  Director of Fairchild International Corporation

2

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Fairchild International Corporation(A Development Stage Company)

June 30, 2005

|                                                              | Index
|------------------------------------------------------------- | -----
|                                                              |      
|Consolidated Balance Sheet                                    | F-1  
|                                                              |      
|Consolidated Statement of Operations                          | F-2  
|                                                              |      
|Consolidated Statement of Cash
      Flows                    | F-3  
|                                                              |      
|Consolidated Statement of Stockholders
      Equity (Deficit) | F-4  
|                                                              |      
|Notes to the Consolidated Financial
      Statements          | F-5  

F-i

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FAIRCHILD INTERNATIONAL CORPORATION(A Development
Stage Company)Consolidated Balance Sheet(Expressed in US
dollars)(Unaudited)

|                                                                        |  | June 30, |  
|----------------------------------------------------------------------- |  | -------- | -
|                                                                        |  | 2005     |  
|                                                                        |  | $        |  
|Assets                                                                  |  |          |  
|                                                                        |  |          |  
|Current Assets                                                          |  |          |  
|Cash and cash equivalents                                               |  | 760      |  
|Prepaid
      expenses and other                                        |  | 8,654    |  
|Total Current Assets                                                    |  | 9,414    |  
|                                                                        |  |          |  
|Property and Equipment                                                  |  | 204      |  
|                                                                        |  |          |  
|Total Assets                                                            |  | 9,618    |  
|                                                                        |  |          |  
|Liabilities and Stockholders' Deficit                                   |  |          |  
|                                                                        |  |          |  
|Current Liabilities                                                     |  |          |  
|Accounts payable and accrued
      liabilities                          |  | 34,264   |  
|Accounts payable - related parties
      (Note 3)                       |  | 23,897   |  
|Loans
      payable                                                     |  | 44,648   |  
|Total Current Liabilities                                               |  | 102,809  |  
|                                                                        |  |          |  
|Asset retirement obligation                                             |  | -        |  
|Total Liabilities                                                       |  | 102,809  |  
|Stockholders' Deficit                                                   |  |          |  
|                                                                        |  |          |  
|Preferred Stock                                                         |  |          |  
|Authorized: 1,000,000 shares,
      with a $0.01 par value; none issued |  | -        |  
|                                                                        |  |          |  
|Common Stock (Note 4)                                                   |  |          |  
|Authorized: 100,000,000 shares,
      with a $0.001 par value;          |  |          |  
|Issued: 36,470,050 shares                                               |  | 36,470   |  
|                                                                        |  |          |  
|Accumulated Other Comprehensive Loss                                    |  | (81      | )
|                                                                        |  |          |  
|Deficit accumulated
      During the Development Stage                  |  | (129,580 | )
|Total Stockholders
      Deficit                                       |  | (93,191  | )
|Total Liabilities
      and Stockholders Deficit                       |  | 9,618    |  

The accompanying notes are an integral part of these
consolidated financial statements.F-1

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FAIRCHILD INTERNATIONAL CORPORATION(A Development Stage Company)
  Consolidated Statement of Operations
  (Expressed in US dollars)
  (Unaudited)

|                                              |  | Accumulated from    |   |  |              |   |  |            |  
|--------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ---------- | -
|                                              |  | December 14, 2004   |   |  | Three Months |   |  | Six Months |  
|                                              |  | (Date of Inception) |   |  | Ended        |   |  | Ended      |  
|                                              |  | to June 30,         |   |  | June 30,     |   |  | June 30,   |  
|                                              |  | 2005                |   |  | 2005         |   |  | 2005       |  
|                                              |  | $                   |   |  | $            |   |  | $          |  
|                                              |  |                     |   |  |              |   |  |            |  
|Revenue                                       |  |                     |   |  | -            |   |  | -          |  
|                                              |  |                     |   |  |              |   |  |            |  
|Expenses                                      |  |                     |   |  |              |   |  |            |  
|                                              |  |                     |   |  |              |   |  |            |  
|Consulting                                    |  | 40,402              |   |  | 8,103        |   |  | 30,387     |  
|General and administrative                    |  | 6,694               |   |  | 516          |   |  | 6,694      |  
|Professional
      fees                       |  | 5,545               |   |  | 1,493        |   |  | 5,545      |  
|                                              |  |                     |   |  |              |   |  |            |  
|                                              |  | 52,641              |   |  | 10,112       |   |  | 42,626     |  
|                                              |  |                     |   |  |              |   |  |            |  
|Net loss                                      |  | (52,641             | ) |  | (10,112      | ) |  | (42,626    | )
|                                              |  |                     |   |  |              |   |  |            |  
|Other comprehensive loss                      |  |                     |   |  |              |   |  |            |  
|Foreign
      currency translation adjustment |  | (81                 | ) |  | (81          | ) |  | (81        | )
|                                              |  |                     |   |  |              |   |  |            |  
|Comprehensive loss                            |  | (52,722             | ) |  | (10,193      | ) |  | (42,707    | )

The accompanying notes are an integral part of these
consolidated financial statements.F-2

---

FAIRCHILD INTERNATIONAL CORPORATION(A Development Stage Company)
  Consolidated Statement of Cash Flows
  (Expressed in US dollars)
  (Unaudited)

|                                                           |  | Six Months |  
|---------------------------------------------------------- |  | ---------- | -
|                                                           |  | Ended      |  
|                                                           |  | June 30,   |  
|                                                           |  | 2005       |  
|                                                           |  | $          |  
|Cash Flows Used In Operating Activities                    |  |            |  
|Net loss for the period                                    |  | (42,626    | )
|Changes in operating assets and
      liabilities:         |  |            |  
|Increase
      in accounts payable and accrued liabilities |  | 12,116     |  
|Increase
      in accounts payable - related parties       |  | 10,913     |  
|Net Cash Used in Operating
      Activities                |  | (19,597    | )
|                                                           |  |            |  
|Investing Activities                                       |  |            |  
|Net
      cash acquired on business acquisition            |  | 565        |  
|Net Cash Provided
      By Investing Activities            |  | 565        |  
|                                                           |  |            |  
|Financing Activities                                       |  |            |  
|Proceeds
      from issuance of common stock               |  | 19,337     |  
|Net Cash Provided
      By Financing Activities            |  | 19,337     |  
|Effect of Exchange
      Rate Changes on Cash              |  | 71         |  
|Increase in Cash and Cash Equivalents                      |  | 376        |  
|Cash and Cash Equivalents,
      beginning of period       |  | 384        |  
|Cash and Cash Equivalents,
      end of period             |  | 760        |  
|                                                           |  |            |  
|Supplemental Disclosures                                   |  |            |  
|Cash paid for taxes                                        |  | -          |  
|Cash
      paid for interest                               |  | -          |  

The accompanying notes are an integral part of these
consolidated financial statements.F-3

---

FAIRCHILD INTERNATIONAL CORPORATION(A Development Stage Company)
  Consolidated Statement of Stockholders Equity (Deficit)
  (Expressed in US dollars)
  (Unaudited)

|                                                         |  |             |   |  |         |   |  |               |   |  | Deficit     |   |  |         |  
|-------------------------------------------------------- |  | ----------- | - |  | ------- | - |  | ------------- | - |  | ----------- | - |  | ------- | -
|                                                         |  |             |   |  |         |   |  | Accumulated   |   |  | Accumulated |   |  |         |  
|                                                         |  |             |   |  |         |   |  | Other         |   |  | During the  |   |  |         |  
|                                                         |  | Common      |   |  |         |   |  | Comprehensive |   |  | Development |   |  |         |  
|                                                         |  | Stock       |   |  | Amount  |   |  | Income        |   |  | Stage       |   |  | Total   |  
|                                                         |  | #           |   |  | $       |   |  | $             |   |  | $           |   |  | $       |  
|                                                         |  |             |   |  |         |   |  |               |   |  |             |   |  |         |  
|Balance  December 14, 2004 (Date of
      Inception)    |  |            |   |  |        |   |  |              |   |  |            |   |  |        |  
|                                                         |  |             |   |  |         |   |  |               |   |  |             |   |  |         |  
|Issue of common stock for cash                           |  | 20,000,000  |   |  | 407     |   |  |              |   |  |            |   |  | 407     |  
|                                                         |  |             |   |  |         |   |  |               |   |  |             |   |  |         |  
|Issue of common stock for intangible asset               |  | 10,000,000  |   |  | 204     |   |  |              |   |  |            |   |  | 204     |  
|                                                         |  |             |   |  |         |   |  |               |   |  |             |   |  |         |  
|Net
      loss for the period                            |  |            |   |  |        |   |  |              |   |  | (10,015     | ) |  | (10,015 | )
|Balance  December 31, 2004                              |  | 30,000,000  |   |  | 611     |   |  |              |   |  | (10,015     | ) |  | (9,404  | )
|                                                         |  |             |   |  |         |   |  |               |   |  |             |   |  |         |  
|Issue of common stock
      for cash                     |  | 47,500      |   |  | 19,337  |   |  |              |   |  |            |   |  | 19,337  |  
|                                                         |  | 30,047,500  |   |  | 19,948  |   |  |              |   |  | (10,015     | ) |  | 9,933   |  
|Adjustment to number of shares issued and                |  |             |   |  |         |   |  |               |   |  |             |   |  |         |  
|outstanding as a result of the reverse takeover          |  |             |   |  |         |   |  |               |   |  |             |   |  |         |  
|transaction:                                             |  |             |   |  |         |   |  |               |   |  |             |   |  |         |  
|                                                         |  |             |   |  |         |   |  |               |   |  |             |   |  |         |  
|- Add issued and outstanding stock of Fairchild
      at |  |             |   |  |         |   |  |               |   |  |             |   |  |         |  
|time of reverse acquisition                              |  | 6,422,550   |   |  | 6,423   |   |  |              |   |  | (66,840     | ) |  | (60,417 | )
|- Deduct issued and outstanding stock of Syngas          |  | (30,047,500 | ) |  | (19,948 | ) |  |              |   |  | 19,948      |   |  |        |  
|                                                         |  |             |   |  |         |   |  |               |   |  |             |   |  |         |  
|Issue of common stock on acquisition of Syngas           |  | 30,047,500  |   |  | 30,047  |   |  |              |   |  | (30,047     | ) |  |        |  
|                                                         |  |             |   |  |         |   |  |               |   |  |             |   |  |         |  
|Foreign Currency translation adjustment                  |  |            |   |  |        |   |  | (81           | ) |  |            |   |  | (81     | )
|                                                         |  |             |   |  |         |   |  |               |   |  |             |   |  |         |  
|Net loss for the period                                  |  |            |   |  |        |   |  |              |   |  | (42,626     | ) |  | (42,626 | )
|Balance  June
      30, 2005                            |  | 36,470,050  |   |  | 36,470  |   |  | (81           | ) |  | (129,580    | ) |  | (93,191 | )

The accompanying notes are an integral part of these
consolidated financial statements.F-4

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FAIRCHILD INTERNATIONAL CORPORATION(A Development Stage Company)
  Notes to the Consolidated Financial Statements
  (Expressed in US dollars)
  (Unaudited)

|1. | Nature of Operations and Going Concern Considerations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | On January 28, 2005, Fairchild International Corporation (Fairchild) entered into two Share Exchange Agreements to acquire all of the shares of Syngas Energy Corp. (Syngas). Syngas was incorporated in the
Province of British Columbia, Canada, on December 14, 2004, and its principal business involves an integrated gasification production system technology that combines modern gasification with turbine technologies to produce synthetic gas, hydrogen or
electricity. Fairchild intends to further develop the technology to make it commercially viable and intends to then sell or license the technology. Syngas is in the development stage as defined under Statement of Financial Accounting Standards
(SFAS) No. 7 Accounting and Reporting by Development Stage Enterprises.Effective June 30, 2005, the acquisition of Syngas by Fairchild was completed through the issuance of one share of Fairchild common stock for each
share of Syngas outstanding. Fairchild issued 30,047,500 shares of common stock to the shareholders of Syngas, and as a result, the former Syngas shareholders own approximately 82% of the outstanding common stock of Fairchild.                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The acquisition of Syngas by Fairchild is considered a reverse acquisition and accounted for under the purchase method of accounting. Under reverse acquisition accounting, Syngas is considered the acquirer for accounting and
financial reporting purposes, and acquired the assets and assumed the liabilities of Fairchild. Assets acquired and liabilities assumed are reported at their historical amounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These consolidated financial statements include the accounts of Fairchild since the effective date of the reverse acquisition (June 30, 2005) and the historical accounts of its wholly-owned subsidiary, Syngas, since inception
(collectively, the Company). All significant intercompany balances and transactions have been eliminated on consolidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the Companys financial position and the results of its operations for the
periods presented. This report on Form 10-Q should be read in conjunction with the Companys financial statements and notes thereto included in the Companys Form 10-K for the fiscal year ended December 31, 2004. The Company assumes that
the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that
context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Companys Form 10-K for the fiscal year ended December 31, 2004, has been omitted. The results of operations for the six-month period
ended June 30, 2005 are not necessarily indicative of results for the entire year ending December 31, 2005.                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | As of June 30, 2005, the Company had not reached a level of operations which would finance day-to- day activities. These financial statements have been prepared on the assumption that the Company is a going concern, meaning it
will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate when a company is not expected to continue
operations for the foreseeable future. The Companys continuation as a going concern is dependent upon its ability to attain profitable operations and generate funds therefrom and/or raise equity capital or borrowings sufficient to meet current
and future obligations. Management plans to raise equity financings of approximately $500,000 over the next twelve months to finance operations. There is no guarantee that the Company will be able to complete any of these objectives. The Company
incurred losses from operations of $52,461 since inception and has a working capital deficiency of $93,395 and these conditions, among others, give rise to substantial doubt about the Companys ability to continue as a going
concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

F-5

---

| | As at June 30, 2005, $2,917 is owing to a director and officer of the
      Company, and $20,980 is owing to company where a director is a major shareholder
      and director. These amounts are unsecured, non-interest bearing and have
      no terms of repayment.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Common Stock
|-- | ------------
|   |             
|   | a)          

| | b) | On February 11, 2005, the Company issued 87,532 shares
        at $0.50 per share to two consultants pursuant to consulting services
        agreements.                                                                                                                                 
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                          
| | c) | On March 9, 2005, the Company issued 200,000 shares
        at $0.50 per share to two consultants pursuant to consulting services
        agreements.                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                          
| | d) | On March 14 and 17, 2005, the Company issued a total
        of 2,000,000 shares at $0.25 per share to two consultants pursuant to
        the consulting services agreements described in Note 7.                                                                                       
| |    |                                                                                                                                                                                                                                                                                          
| | e) | On April 5, 2005, the Company granted 100,000 stock
        options to a consultant to purchase 100,000 shares of common stock at
        $0.25 per share on or before April 5, 2006. On April 5, 2005, these options
        were exercised in full for proceeds of $25,000.            
| |    |                                                                                                                                                                                                                                                                                          
| | f) | On April 8, 2005, the Company issued 30,000,000 shares
        of common stock and on June 15, 2005 issued 47,500 shares of common stock,
        pursuant to the Share Exchange Agreements. Refer to Note 6.                                                                            
| |    |                                                                                                                                                                                                                                                                                          
| | g) | On April 30, 2005, the Company granted 500,000 stock
        options to a consultant to purchase 500,000 shares of common stock at
        $0.30 per share on or before April 30, 2006. On June 27, 2005, 35,000
        of these options were exercised in full for proceeds of $10,500.
| |    |                                                                                                                                                                                                                                                                                          
| | h) | On June 8, 2005, the Company issued a total of 2,000,000
        shares at $0.25 per share to two consultants pursuant to the consulting
        services agreements described in Note 7.                                                                                                
| |    |                                                                                                                                                                                                                                                                                          
| | i) | The Company has 47,500 share purchase warrants outstanding
        entitling the holders to acquire 47,500 shares of common stock exercisable
        at $0.75 per share up to January 26, 2006.                                                                                         

|5. | Stock Options                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                 
|   | The Company adopted a Stock Option Plan dated February
      25, 2005 (the 2005 Stock Option Plan) under which the Company is
      authorized to grant options to acquire up to a total of 8,200,000 common
      shares. The term of any stock options granted under the plan is limited to
      ten years.
|   |                                                                                                                                                                                                                                                                                                                 
|   | A summary of the Companys stock option activity is as
      follows:                                                                                                                                                                                                                                           

| |                                                                                                                                                                                         |  | June 30, 2005 |  
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -
| |                                                                                                                                                                                         |  |               |  
| |                                                                                                                                                                                         |  |               |  
| |                                                                                                                                                                                         |  | Number of     |  
| |                                                                                                                                                                                         |  | shares        |  
| |                                                                                                                                                                                         |  |               |  
| | Balance, beginning of period                                                                                                                                                            |  | -             |  
| | Options granted                                                                                                                                                                         |  | 600,000       |  
| | Options exercised                                                                                                                                                                       |  | (135,000      | )
| | Options expired                                                                                                                                                                         |  | -             |  
| | Options cancelled                                                                                                                                                                       |  | -             |  
| |                                                                                                                                                                                         |  |               |  
| | Balance, end of period                                                                                                                                                                  |  | 465,000       |  
| |                                                                                                                                                                                         |  |               |  
| | The fair value of the options granted during the
      period was estimated at the date of the grant using the Black-Scholes option
      pricing model with the following assumptions. | 
| |                                                                                                                                                                                         |  |               |  
| |                                                                                                                                                                                         |  |               |  
| | Expected dividend yield                                                                                                                                                                 |  |               |  
| | Risk-free interest rate                                                                                                                                                                 |  |               |  

F-6

---

| | Expected volatility                                                                                                                                       | 116% | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | 
| | Expected option life (in years)                                                                                                                           | 1.00 | 
| |                                                                                                                                                           |      | 
| | The stock-based compensation of $86,571 was included
      in the results of operations of Fairchild, prior to the date of the reverse
      acquisition.

|6. | Acquisition of Syngas Energy Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Pursuant to two Share Exchange Agreements dated January
      28, 2005, which closed on June 30, 2005, the Company acquired all the
      issued and outstanding common stock of Syngas Energy Corp. (Syngas) in
      exchange for the issuance of 30,047,500 common shares of the Company.
      Syngas is a private company incorporated in the Province of British
      Columbia, Canada. Its primary business involves an integrated gasification
      production system technology that combines modern gasification with gas
      turbine technologies to produce synthetic gas, hydrogen or electricity.
      The Company intends to further develop the technology to make it
      commercially viable and intends to then sell or license the technology. As
      a result of the issuance of the shares, the former shareholders of Syngas
      own approximately 82% of the outstanding common stock of the Company.
      Accordingly, this transaction was accounted for as a reverse acquisition
      using the purchase method of accounting. Under reverse acquisition
      accounting, Syngas is considered the acquirer for accounting and financial
      reporting purposes, and acquired the assets and assumed the liabilities of
      the Company. The net liabilities assumed have been charged to accumulated
      deficit.

| |                            |  | $       |  
| | -------------------------- |  | ------- | -
| | Cash                       |  | 565     |  
| | Working capital deficiency |  | (60,982 | )
| | Net liabilities assumed    |  | (60,417 | )

|7. | Commitment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company entered into two consulting agreements
        dated January 1, 2005 where the consultants assisted in identifying potential
        business opportunities or potential business acquisitions in energy related
        fields, performed due diligence on potential acquisitions, and provided
        advice in negotiating terms and conditions. An acquisition was completed
        on June 30, 2005 with Syngas and the two consultants received 4,000,000
        shares of common stock with a fair value of $1,100,000 during the six-month
        period ended June 30, 2005.

|8. | Subsequent Events
|-- | -----------------

| | a) | On July 13, 2005, a director of the Company exercised
        stock options to acquire 100,000 shares of common stock at $0.30 per share
        for cash proceeds of $30,000.                                                                                                
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                               
| | b) | On July 19, 2005, the Company adopted the 2005 Non-Qualified
        Stock Compensation Plan (the 2005 Non-Qualified Plan) under
        which the Company is authorized to issue up to 1,000,000 shares of common
        stock, to be registered on a Form 8 registration.
| |    |                                                                                                                                                                                                                                                                               
| | c) | On July 20, 2005, the Company granted stock options
        under the 2005 Stock Option Plan to acquire up to 500,000 shares of common
        stock exercisable at a price of $0.30 per share up to July 20, 2010.                                                           
| |    |                                                                                                                                                                                                                                                                               
| | d) | On August 11, 2005, the Company issued 35,000 shares
        of common stock pursuant to the exercise of 35,000 stock options at $0.30
        per share for cash proceeds of $10,500.                                                                                        

F-7

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|Item 2. Management's Plan of Operation.
|---------------------------------------

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this quarterly report, the terms "we", "us", "our", and "Fairchild" mean Fairchild International Corporation, unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

The following discussion should be read in conjunction with our consolidated financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our
plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and
elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".

Corporate History

Fairchild was incorporated on June 20, 1997 under the laws of the State of Nevada under the name Goanna Resources, Inc. On June 24, 1999 we changed our name to Fairchild International Corporation.

Our Current Business

Although Fairchilds primary business activities during the past three years have been related to participation in oil and gas wells, Fairchild has relinquished many of its oil and gas interests and intends to focus its business in the
acquisition and development of alternative fuel and energy technologies. On April 15, 2005, Fairchild entered into four debt assignment agreements whereby Fairchild re-conveyed to Patch International Inc. all of its interests in active oil and gas
properties. The four agreements are included in this report as Exhibits 10.1, 10.2, 10.3 and 10.4. During the quarter ended June 30, 2005, Fairchild was mainly involved in completing its acquisition of Syngas Energy Corp.

Acquisition

On June 30, 2005, Fairchild completed the acquisition of Syngas
  Energy Corp. (Syngas), a developer of integrated gasification technologies
  that produce energy in the form of gas and heat as well as electricity. With
  the completion of the acquisition, Fairchild acquired 100% of the outstanding
  capital stock of Syngas in exchange for the issuance of 30,047,500 common shares
  of Fairchild. As a result of the issuance, the five prior shareholders of Syngas
  now hold approximately 82% of the outstanding common stock of Fairchild. The
  consideration exchanged in connection with this transaction was determined through
  negotiation by the parties.

3

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Syngas was a private company in the business of the development and commercialization of methods to produce energy such as electricity, and synthetic. Syngas underlying strategy is to provide a viable alternative to burying or sea dumping
waste and consequently poisoning land, lakes and oceans. Syngas business strategy is to produce, sell, lease and maintain the energy generators. It is also Syngas strategy to retain an ownership portion of the co-generated energy, heat,
electricity, and synthesized gases being produced.

Syngas intends to focus on developing and marketing the current process while researching new methods of clean energy production. Syngas intends to subcontract fabrication to outside sources that have a proven track record of efficiency, reliability
and competitive quality and pricing. Syngas is in the process of upgrading its unit that demonstrates the application of the technology.

Results of Operations

Six Months Ended June 30, 2005, Three Months Ended June 30, 2005 and Period from inception to June 30, 2005

The acquisition of Syngas by Fairchild is considered a reverse acquisition and Syngas is considered the acquirer for accounting and financial reporting purposes. Accordingly, the consolidated financial statements included above include the accounts
of Fairchild since the effective date of the reverse acquisition (June 30, 2005) and the historical accounts of its wholly-owned subsidiary since inception.

We incurred a comprehensive loss of $(52,722) from continuing operations for the period from the date of Syngas conception (December 14, 2005) to June 30, 2005, mainly due to consulting and management expense, accounting and auditing
expenses and research and development. During the three months ended June 30, 2005, we incurred a comprehensive loss of $10,193, mainly due to consulting and management fees, and for the six months ended June 30, 2005, Fairchild incurred a
comprehensive loss of $42,707. Due to our continued losses and lack of revenues there is substantial doubt about our ability to continue as a going concern.

Lack of Revenues

At this time, our ability to generate any revenues continues to be uncertain. The auditor's report on our December 31, 2004 financial statements contains an additional explanatory paragraph that identifies issues that raise substantial doubt about
our ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. During the six months ended June 30, 2005 we generated no revenues. Also, since Syngas
inception (December 14, 2004) to June 30, 2005, Fairchild generated no revenues. Fairchild has relinquished most of its interests in oil and gas interests and does not anticipate any future revenues from oil and gas activities. Fairchild intends to
focus on developing revenues from the licensing or sale of alternative fuel technologies through its subsidiary, Syngas.

Expenses

For the six months ended June 30, 2005, Fairchild incurred expenses of $42,626, comprised of $30,387 in consulting fees, $6,694 in general and administrative fees and $5,545 in professional fees. The general and administrative fees
consisted of $3,750 in research and development, $1,001 in travel expenses, $515 in postage and courier, and the balance in gas and vehicle expense, bank charges, meals and foreign exchange loss. The professional fees consisted only of
accounting and auditing expenses.

During the three months ended June 30, 2005, Fairchild incurred
  expenses of $10,112, comprised of $8,103 in consulting and management
  fees, $516 in general and administrative fees and $1,493 in accounting
  and auditing expenses (professional fees). Since the date of inception of Syngas
  (December 14, 2004) to June 30, 2005, Fairchild incurred expenses of $52,641,
  comprised of $40,402 in consulting fees, $6,694 in general and administrative
  fees and $5,545 in professional fees (for accounting and auditing services).

4

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Liquidity and Capital Resources

These financial statements have been prepared on the basis
  of a going concern, which contemplates the realization of assets and the satisfaction
  of liabilities in the normal course of business. Fairchild has suffered recurring
  losses and has not generated profitable operations since inception. The continuance
  of Fairchild as a going concern is dependent on obtaining financing from third
  parties. Fairchild is trying to raise $500,000 for general working capital
  and to fund research and development of its gasification technologies over the
  next 12 months. There can be no guarantee that management will be successful
  in raising capital, and its failure to do so may prevent Fairchild from developing
  its business.

As of June 30, 2005 we had cash and cash equivalents of $760, and prepaid expenses and other current assets of $8,654. As of June 30, 2005, we had total current assets of $9,414 and total current liabilities of $102,809. As of June
30, 2005 we had a net working capital deficiency of $93,395.

Plan of Operation

Fairchild intends to develop the business of Syngas and to cease further investment in oil and gas drilling activities. As of August 15, 2005, the only remaining wells in which we have an interest are located in Tehama County, California. We intend
to sell these interests in order to cover debts we have incurred related to these wells.

We intend to focus on the development of Syngas. We intend to maintain Syngas current model of commercializing its proprietary process to produce energy using environmentally friendly methods. We also intend to expand Syngas product
offerings in terms of the type of energy produced and the methodologies used to produce these energies.

We will be primarily dependent upon proceeds from the sale of our securities for the near future, until such time as Syngas begins to develop revenues. We anticipate that for Fairchild and Syngas to implement our business plan, we will require
approximately $250,000 over the twelve months ending June 30, 2006 for general and administrative costs, as well as to upgrade Syngas prototype model. We also anticipate we will need approximately a further $250,000 to fund
Syngas intended research and development. We anticipate that Syngas will generate revenues within the next eighteen months from sales of Syngas proprietary technologies. If we are successful in generating such revenues, we plan to apply
them towards the anticipated general and administrative expenses of Syngas. There are no assurances that we will receive any revenues or that such revenues will be sufficient to cover our expenses.

To the extent that we consider acquisitions as a means to expand, or if we decide to commence with the manufacture of applications of Syngas technology, we will require additional funds. There is no assurance that we will be able to obtain
such additional funds on favorable terms, if at all. Our inability to raise sufficient funds could prevent us from implementing our business plan.

Research and Development

We do not currently, and did not previously, have research and development policies in place. We have not expended any material amounts on research or development of our oil and gas properties, except to the extent that the funds we expended to
acquire our interest in the properties were spent in the development on the properties. Syngas spent $3,750 in research and development since its inception on December 14, 2004 to June 30, 2005 to develop its gasification technology. We do
intend, in the future, to spend approximately $250,000 to fund Syngas intended research and development activities. We are currently negotiating to acquire a technology related to the development of alternate fuel. If we are successful in
acquiring this or other technologies, our expenditures on research and development will increase significantly.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment through June 30, 2006.

Employees

Fairchilds wholly owned subsidiary, Syngas, has two
  employees, Mr. Wilf Ouellette and Ms. Gloria Porter. Both employees of the subsidiary
  have experience in the energy industry.

5

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Related Party Transactions

As at June 30, 2005, $2,917 was owing to Anish Somani, previously a director and officer of Fairchild, and $20,980 is owing to 975110 Alberta Ltd., a company owned and controlled by Wilf Ouellette, a director of Fairchild and Syngas. These
amounts are unsecured, non-interest bearing and have no terms of repayment.

RISK FACTORS

Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in
connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will
almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual
results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Our shares of common stock are considered speculative while we proceed with our commitments to develop and market our proprietary Syngas process and our commitment to expand our product offering or while we continue our search for new business
opportunities. Prospective investors should consider carefully the risk factors set out below.

Lack of Experience

Management lacks technical training in the commercialized alternative energy industry. This lack of technical training and experience might cause us to miss opportunities that more technically experienced managers would recognize and take advantage
of. Although management is actively looking to recruit an advisory board to compliment their skills, with no direct training or experience in these areas, our management may not be fully aware of many of the specific requirements related to working
in this industry. Their decisions and choices may not be well thought out and our operations and earnings and ultimate financial success may suffer irreparable harm.

Limited Operating History and History of Losses

We have no operating history in the energy markets and therefore have no history of earnings in the sector. We have a limited oil and gas operating history and therefore have a limited history of earnings in this sector. We started our oil and gas
operations in early 2002 with the acquisition of our interest in our current properties, along with their subsequent divestiture. We started our alternative energy operations during our last quarter. To date, we have incurred substantial net losses
as a result of our operations to date. Our ability to generate significant revenues is uncertain. In order for us to make a profit, our revenues will need to increase significantly.

Lack of Financial Resources

Our ability to continue research and development and, if warranted,
  manufacture of our proprietary processes and products will be dependent upon
  our ability to raise significant additional financing. If we are unable to obtain
  such financing, a portion of our interest in our proprietary processes and products
  may be lost due to the necessity of taking on partners or licensing out the
  fruits of our research and development efforts. We have limited financial resources
  and currently no cash flow from operations and we are dependent for funds on
  our ability to sell our common shares, primarily on a private placement basis.
  There can be no assurance that we will be able to obtain financing on that basis
  in light of factors such as the market demand for our securities, the state
  of financial markets generally and other relevant factors. The method of financing
  employed by us to date results in increased dilution to the existing shareholders
  each time a private placement is conducted.

6

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There can be no assurance that additional funding will be
  available to us for research and development of our projects or to fulfill our
  obligations under any applicable agreements. There can be no assurance that
  we will be able to obtain adequate financing in the future or that the terms
  of such financing will be favorable. Failure to obtain such additional financing
  could result in delay or indefinite postponement of further research and development
  of our projects with the possible loss of the opportunity to commercialize such
  projects.

Going Concern Qualification

There is substantial doubt about our ability to continue as a going concern due to the losses incurred since inception, our stockholders' deficiency, and lack of sufficient revenues to support the expenses of Fairchild.

We anticipate that we may require financing from unrelated third parties in order to continue seeking a suitable business opportunity or business combination. We anticipate that we will have sufficient capital to fund our ongoing operations until
that time. However, we may be required to raise additional financing for a particular business combination or business opportunity. We would likely seek to secure any additional financing necessary through private placements of our common stock.

There can be no assurance that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions
acceptable to us could have a materially adverse effect upon Fairchild. Although we believe that we have access to funds sufficient to meet our immediate needs, we may require further funds to finance the development of any business opportunity that
we acquire or that our research suggests warrants further investigation. There can be no assurance that such funds will be available or available on terms satisfactory to us. If additional funds are raised by issuing equity securities, further
dilution to existing or future shareholders is likely to result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire.
Inadequate funding could also impair our ability to compete in the marketplace, which may result in the dissolution of Fairchild.

Currency Fluctuations

We maintain our accounts in US and Canadian currencies and are therefore subject to currency fluctuations and such fluctuations may materially affect our financial position and results. We do not engage in currency hedging activities.

Need to Manage Growth

In the event our processes and products are sold on a commercial basis, we could experience rapid growth in revenues, personnel, complexity of administration and in other areas. There can be no assurance that we will be able to manage the
significant strains that future growth may place on our administrative infrastructure, systems, and controls. If we are unable to manage future growth effectively, our business, operating results and financial condition may be materially adversely
affected.

Dependence on Key Personnel/Employees

We are dependent on our ability to hire and retain highly skilled and qualified personnel. We face competition for qualified personnel from numerous industry sources, and there can be no assurance that we will be able to attract and retain qualified
personnel on acceptable terms. We do not have key man insurance on any of our employees. The loss of service of any of our key personnel could have a material adverse effect on our operations or financial condition.

Due to the fact that our processes are proprietary and innovative,
  it is uncertain at this time whether we will sell outright the processes or
  products with the purchaser of the energy responsible for operations or retain
  ownership and operate the Syngas processes and/or product offering with Syngas
  responsible for their operation. In either case, Syngas will be dependent upon
  training new staff to monitor and maintain the processes and products.

7

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"Penny Stock" Rules May Restrict the Market for Fairchilds
  Shares

Our shares of common stock are subject to rules promulgated by the Securities and Exchange Commission the (SEC) relating to "penny stocks," which apply to companies whose shares are not traded on a national stock exchange or on the
NASDAQ system, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the SEC. These rules require brokers who sell "penny stocks" to persons other than established customers and "accredited
investors" to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in such penny stocks. These rules may discourage or restrict the ability of brokers
to sell our shares of common stock and may affect the secondary market for our shares of common stock. These rules could also hamper our ability to raise funds in the primary market for our shares of common stock.

Possible Volatility of Share Prices

Our shares of common stock are currently publicly traded on the Over-the-Counter Bulletin Board service of the National Association of Securities Dealers, Inc. The trading price of our shares of common stock has been subject to wide fluctuations.
Trading prices of our shares of common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our shares of common stock will be matched or
maintained. These broad market and industry factors may adversely affect the market price of our shares of common stock, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of
management's attention and resources.

Indemnification of Directors, Officers and Others

Our by-laws contain provisions with respect to the indemnification of our officers and directors against all expenses (including, without limitation, attorneys' fees, judgments, fines, settlements, and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact that the person is one of our officers or directors) incurred by an officer or director in defending any such proceeding to the maximum extent permitted by Nevada law.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of our company under Nevada law or otherwise, we have been advised the opinion of the
Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Future Dilution

Our constating documents authorize the issuance of 100,000,000 shares of common stock, each with a par value of $0.001 and 1,000,000 shares of preferred stock, par value $0.01. In the event that we are required to issue any additional shares
or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such
securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.

8

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Anti-Takeover Provisions

We do not currently have a shareholder rights plan or any anti-takeover
  provisions in our by-laws. Without any anti-takeover provisions, there is no
  deterrent for a take-over of our company, which may result in a change in our
  management and directors.

Risks Relating to the Industry

Alternate Energy

Economically viable sources of alternate energy are subject to a number of risk factors. While the rewards to an investor can be substantial if an economically viable discovery is made, few of the technologies that are explored are ultimately
developed into revenue generating sources.

Potential Profitability of Alternative Energy Depends Upon Factors Beyond the Control of Fairchild

The potential profitability of alternative energy projects is dependent upon many factors beyond our control. For instance, world prices and markets for alternative energy are unpredictable, highly volatile, potentially subject to governmental
fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments.

Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. These changes and events may materially affect our financial
performance.

Associated Risks

Energy operations generally involve a high degree of risk. Hazards such as unusual or unexpected power outages, labor disruptions, blow-outs, leakages, fire, inability to obtain suitable or adequate machinery, equipment or labor, and other risks are
involved. We may become subject to liability for hazards against which it cannot adequately insure or which it may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.

Although we can predict from the prototype, there is no way to conclusively state in advance of putting the proprietary Syngas Process into use whether it will yield energy (gas or electricity) in sufficient quantities to cover research and
development or completion costs or to be economically viable. The prototype data, other technologies and the study of current alternative energy producing projects do not enable us to know conclusively prior to completion that sufficient energy will
be present, or if present, if it is in commercial quantities. We cannot assure that the analogies that we draw from available data will be applicable to our commercially viable prospects.

Government Regulation/Administrative Practices

There is no assurance that the laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States and/or Canada, our first target markets, or any other jurisdiction, will
not be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.

The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on our Company. Any or all of these situations may have a negative impact on our
ability to operate and/or become profitable.

Item 3. Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, within
  the 90 days prior to the filing date of this report, Fairchild carried out an
  evaluation of the effectiveness of the design and operation of Fairchilds
  disclosure controls and procedures. This evaluation was carried out under the
  supervision and with the participation of Fairchilds management, including
  Fairchilds President, Chief Executive Officer and Chief Financial Officer.
  Based upon that evaluation, Fairchilds President, Chief Executive Officer
  and Chief Financial Officer

9

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concluded that Fairchilds disclosure controls and procedures are effective. There have been no significant changes in our Fairchilds internal controls or in other factors, which could significantly affect internal controls subsequent to
the date our Company carried out its evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in
Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

|Part II - OTHER INFORMATION
|---------------------------

|Item 1. | Legal Proceedings.
|------- | ------------------

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any
registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

The information described in Note 4(f) and Note 6 of Fairchilds financial
  statements included in this Form 10-QSB is incorporated by reference.

|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

None.

|Item 4. | Submission of Matters to a Vote of Security Holders.
|------- | ----------------------------------------------------

None.

|Item 5. | Other Information.
|------- | ------------------

None.

|Item 6. | Exhibits and Reports on Form 8-K.
|------- | ---------------------------------

Exhibit Number and Description

|10.1 | Assignment Agreement with David Stadnyk, Patch and Fairchild (filed as Exhibit 10.1 to our Form 8-K, filed on April 21, 2005)        
|---- | -------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                      
|10.2 | Assignment Agreement with George Tsafalas, Patch and Fairchild (filed as Exhibit 10.2 to our Form 8-K, filed on April 21, 2005)      
|     |                                                                                                                                      
|10.3 | Assignment Agreement with Grand Slam Radio Inc., Patch and Fairchild (filed as Exhibit 10.3 to our Form 8-K, filed on April 21, 2005)
|     |                                                                                                                                      
|10.4 | Assignment Agreement with Byron Cox, Patch and Fairchild (filed as Exhibit 10.4 to our Form 8- K, filed on April 21, 2005)           
|     |                                                                                                                                      
|10.5 | Share Exchange Agreement dated January 28, 2005 (filed as Exhibit 10.1 to our Form 8-K filed on April 14, 2005)                      

10

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|10.6 | Share Exchange Agreement dated January 28, 2005 (filed
        as Exhibit 10.2 to our Form 8-K filed on April 14, 2005)                                                                              
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                      
|31.1 | Certification of Chief
        Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
        2002                                                                                   
|     |                                                                                                                                                                                                      
|32.1 | Certification of Chief
        Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
        1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
  of 1934, the registrant has duly caused this report to be signed on our behalf
  by the undersigned thereunto duly authorized.

|                       | FAIRCHILD INTERNATIONAL CORPORATION
|---------------------- | -----------------------------------
|                       |                                    
|Date:  August 19, 2005 | By:                                
|                       |                                    
|                       | Title:                             
|                       |                                    
|                       |                                    
|                       |                                    
|Date:  August 19, 2005 | By:                                
|                       |                                    
|                       | Title:                             
|                       |                                    

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