U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the quarterly period ended March 31, 2000.

[  ]     TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  SECURITIES
EXCHANGE  ACT  OF  1934  for  the  transition  period  from  _______  to
-------

COMMISSION  FILE  NUMBER  001-06-560
                          ----------

                       FAIRCHILD INTERNATIONAL CORPORATION
                 (Name of Small Business Issuer in its Charter)

            Nevada                                         91-1880015
(State or other jurisdiction of             (IRS Employer Identification Number)
 Incorporation or Organization)

          Suite 600, 596 Hornby Street, Vancouver, B.C. Canada V6C 1A4
           (Address of Principal Executive Offices)         (Zip Code)

                                 (604) 646-5614
                           (Issuer's Telephone Number)


Check whether the issuer (1) filed all reports required to be filed by Section13
or 15(d) of the  Exchange  Act during  the past 12 months  (or for such  shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [x] No []

The  number of  shares of common  stock  outstanding  as of August  14,  2000 is
10,988,210.
-----------



ITEM  1.  FINANCIAL  INFORMATION

<TABLE>
<CAPTION>

                                           FAIRCHILD INTERNATIONAL CORPORATION
                                              (A DEVELOPMENT STAGE COMPANY)

                                           STATEMENT OF OPERATIONS AND DEFICIT

                                   FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

                                               (EXPRESSED IN U.S. DOLLARS)


                                                      CUMULATIVE                        PERIOD ENDED
                                                          TO                              MARCH 31
                                                       MARCH 31
EXPENSES                                                 2000                  2000                       1999
<S>                                                      <C>                   <C>                       <C>

ADVERTISING                                          $        9,008           $               -          $              -
BANK CHARGES AND
  FOREIGN EXCHANGE                                           12,108                          43                       196
CONSULTING                                                   39,267                           -                       664
OFFICE, RENT AND SECRETARIAL                                 25,040                       5,884                     5,380
PROFESSIONAL FEES                                            78,183                       1,728                         -
PROMOTION AND TRAVEL                                        331,040                       6,000                    47,962
RELATED PARTY
  ADMINISTRATION CHARGES                                    119,855                      10,733                     5,000
  CONSULTING FEES                                            50,000                           -                    50,000
RESEARCH AND DEVELOPMENT AND
  LICENSE FEES                                              163,520                       5,020                         -
SHAREHOLDER INFORMATION                                      19,769                       1,747                       664
TELEPHONE AND UTILITIES                                       3,440                         246                       438
TRANSFER AGENT FEES                                           7,757                           -                     1,045
                                                      --------------           -----------------          ----------------

                                                            858,987                      31,401                   111,349

MINERAL INTEREST AND
    EXPLORATION COSTS                                        99,627                           -                         -
                                                      --------------           -----------------          ----------------

NET LOSS FOR THE PERIOD                                     958,614                      31,401                   111,349
                                                      ==============

DEFICIT BEGINNING OF THE PERIOD                                                         927,213                   456,276
                                                                               -----------------          ----------------

DEFICIT END OF THE PERIOD                                                              $958,614                  $567,625
                                                                               -----------------          ----------------


BASIC LOSS PER SHARE

     PRE STOCK SPLITS                                                          $       0.01               $       0.01
                                                                               =================          ================

     POST STOCK SPLITS                                                         $       0.01               $       0.03
                                                                               =================          ================
</TABLE>
<TABLE>
<CAPTION>



                                                        UNAUDITED



                                           FAIRCHILD INTERNATIONAL CORPORATION
                                              (A DEVELOPMENT STAGE COMPANY)

                                                      BALANCE SHEET

                                                     MARCH 31, 2000

                                               (EXPRESSED IN U.S. DOLLARS)


ASSETS                                                                                                    2000
<S>                                                                                                        <C>

    CURRENT
       CASH                                                                                              $          5,186
                                                                                                          ================

LIABILITIES

    CURRENT
       ACCOUNTS PAYABLE                                                                                  $          7,826
       OWING TO RELATED PARTIES                                                                                    61,205
                                                                                                          ----------------

                                                                                                                   69,031
                                                                                                          ----------------
COMMITMENTS (NOTE 3)

STOCKHOLDERS' EQUITY

  SHARE CAPITAL
     AUTHORIZED
     50,000,000  COMMON SHARES WITH A PAR VALUE
                        OF $0.001 PER SHARE
      1,000,000   PREFERRED SHARES WITH A PAR VALUE
                        OF $0.01 PER SHARE
ISSUED AND FULLY PAID (NOTE 2)
    10,988,210 COMMON SHARES                                                                                      894,769

DEFICIT ACCUMULATED DURING THE
  DEVELOPMENT STAGE                                                                                             (958,614)
                                                                                                          ----------------

TOTAL STOCKHOLDERS' EQUITY                                                                                       (63,845)
                                                                                                          ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                               $          5,186
                                                                                                          ================

APPROVED BY THE DIRECTOR
</TABLE>




<TABLE>
<CAPTION>




                                                        UNAUDITED




                                           FAIRCHILD INTERNATIONAL CORPORATION
                                              (A DEVELOPMENT STAGE COMPANY)

                                                 STATEMENTS OF CASH FLOW

                                   FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

                                               (EXPRESSED IN U.S. DOLLARS)



                                                      CUMULATIVE                       PERIODS ENDED
                                                          TO                            SEPTEMBER 30
                                                       MARCH 31
                                                         2000                  2000                       1999
<S>                                                    <C>                      <C>                      <C>

CASH PROVIDED (USED) BY                                                       $               -          $              -
    OPERATING ACTIVITIES

     NET LOSS FOR THE PERIOD                         $    (958,614)           $        (31,401)          $      (111,349)
     NON-CASH ITEMS
     ISSUE OF SHARES FOR SERVICES
           AND MINERAL INTEREST                             236,858                           -                         -
     CHANGE IN NON-CASH
       OPERATING ITEM
          ACCOUNTS PAYABLE                                    7,826                    (379)                      (5,020)
                                                      --------------           -----------------          ----------------

                                                          (713,930)                    (31,780)                 (116,369)
                                                      --------------           -----------------          ----------------

FINANCING ACTIVITIES

     OWING TO RELATED PARTIES                                61,205                           -                    87,451
     SHARE CAPITAL ISSUED FOR CASH                          657,911                           -                         -
     SHARE SUBSCRIPTIONS                                          -                           -                    30,000
                                                      --------------           -----------------          ----------------

                                                            719,116                           -                   117,451
                                                      --------------           -----------------          ----------------

CHANGE IN CASH FOR THE PERIOD                      $          5,186                    (31,780)                     1,082
                                                      ==============                                      ----------------

CASH BEGINNING OF THE PERIOD                                                             36,966                       595
                                                                               -----------------          ----------------

CASH END OF THE PERIOD                                                        $           5,186          $          1,677
                                                                               =================          ================
</TABLE>






                                    UNAUDITED



                       FAIRCHILD INTERNATIONAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO THE FINANCIAL STATEMENTS

                                 MARCH 31, 2000

1.                ACCOUNTING POLICIES AND NOTES

         The  accounting  policies  followed by the Company are  unchanged  from
         those outlined in the audited  financial  statements for the year ended
         December 31, 1999.  The notes to the  financial  statements at December
         31, 1999  substantially  apply to the interim  financial  statements at
         March 31, 2000 and are not repeated  here.  All  adjustments  have been
         made which,  in the opinion of  management,  are  necessary in order to
         make these financial statements not misleading.

2.                SHARE CAPITAL
<TABLE>
<CAPTION>
         Common shares issued and fully paid                          SHARES         CONSIDERATION
                                                                      ------          -------------
<S>                                                                   <C>             <C>

             Balance at March 31, 2000 and December 31, 1999        10,988,210       $      894,769
                                                                    ----------       --------------
</TABLE>

3.                COMMITMENTS

a.                Pharmaceutical Research and Development

                           The Company has entered  into  Research,  Development
                  and  License  Agreements  to acquire an  exclusive  license to
                  make,  use and  sell  pharmaceutical  products  and  processes
                  relating to  arthritis  and dermal  wrinkles.  The Company has
                  paid $137,520 of the total  research and  development  funding
                  obligation of $250,000 and issued 2,600,000  post-split common
                  shares in  consideration  for the license.  The balance of the
                  funding  obligation is due by October 1, 2000. The shares have
                  been  issued  at a  nominal  value of $.01 per  share  and are
                  subject  to   regulatory   restrictions   relating   to  their
                  saleability.  A net revenue  royalty of 35% will be payable by
                  the Company on revenue for licensed products. The agreement is
                  with a company formerly under common management.

b.                Consulting Agreement

                           The Company entered into a consulting  agreement with
                  a former director for public  relations  services for a twelve
                  month  period  to March 15,  2000.  As  consideration  for the
                  services, the Company:

                           -  paid cash of $25,000;

                           -  issued   500,000   post-split  (50,000  pre-split)
                              shares at an ascribed value of $.50 per share;


                           -  granted  options  to  acquire  to March  15,  2000
                              (lapsed   without   being    exercised)    500,000
                              post-split  common  shares  at  $.05  and  500,000
                              post-split common shares at $.15; and

                           -  granted  an  option  to  acquire  up to 5% of  the
                              outstanding  common  shares  of the  Company  when
                              these shares qualify for the NASDAQ small cap over
                              the counter public trading at $.50 per share for a
                              period of two years from the date of the listing.

                           As  of  March  31,  2000,   the  exercise   price  of
                  outstanding  stock options exceeded the quoted market value of
                  the shares. Accordingly, no stock option compensation has been
                  recognized in the financial statements.



                                    UNAUDITED






ITEM  2.PLAN  OF  OPERATION
With the exception of historical facts stated herein,  the matters  discussed in
this  report  are  "forward   looking"   statements   that  involve   risks  and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
projected  results.  Such  "forward  looking"  statements  include,  but are not
necessarily  limited  to,  statements  regarding  anticipated  levels  of future
revenues and earnings from operations of the Company. Readers of this report are
cautioned not to put undue reliance on "forward  looking"  statements which are,
by their nature,  uncertain as reliable  indicators of future  performance.  The
Company  disclaims any intent or obligation  to publicly  update these  "forward
looking" statements,  whether as a result of new information,  future events, or
otherwise.

We eventually plan to develop specialized e-commerce sites on the Internet. Over
the next twelve months,  we plan to focus on  development of an Internet  portal
for  alternative  health  care  products.  We hope that this site will offer our
products,  as well as those of other  companies.  In addition,  we plan to offer
information on related topics on the website.



In the past,  we have relied upon funding from our former  officer and director,
Mr. David Stadnyk. We borrowed approximately $44,000 from Mr. Stadnyk during our
development stage,  $40,000 of which has been repaid. We are currently unable to
satisfy our cash  requirements  without the financial  support of our President,
Byron  Cox,  or  his  designee.  We  anticipate  that  we  will  meet  our  cash
requirements  for the next twelve months  through Mr. Cox's  financial  support,
even  though  Mr.  Cox  has not  supplied  funds  to the  Company  in the  past.
Currently,  we have no commitment for funding from our past or present  officers
and directors or any other party.

Eventually,  we will need to raise additional  funds, if we plan to implement an
advertising  and  marketing  plan  to  advance  our  website.  We  have  not yet
determined how we plan to obtain these additional funds.

In 1999,  we raised cash  proceeds of $475,000 from the sale of our common stock
to business  associates and friends of Mr. Standyk and Mr. Cox. These funds were
for general  operating  expenses.  At the time these funds were raised they were
not intended for the Praxis Pharmaceuticals licensing agreement. In this regard,
we  issued  3,000,000  shares  for  $150,000  on March  15,  1999 and we  issued
1,000,000  shares on April 1, 1999 for $300,000.  The proceeds are to be used to
implement our new plan of business.  At the time of sale,  the proceeds were not
earmarked for the Praxis Pharmaceuticals licensing agreement.

Since we have entered into an agreement with Praxis Pharmaceuticals for research
and development, we will encounter significant research and development expenses
over  the  next  twelve  months.   In  addition  to  the  terms  of  the  Praxis
Pharmaceuticals   agreement,   we  may  seek  to  conduct  other   research  and
development,  which  would  result in  expenses  beyond  those  outlined  in the
agreement with Praxis Pharmaceuticals.

Our goal is to have Praxis  Pharmaceuticals  provide us with  products  that are
ready  for  market.  The  first  product  that we hope to  receive  from  Praxis
Pharmaceuticals  is the  anti-wrinkle  compound while the second is an arthritis
product.

Since we outsource most of our operations, we do not anticipate establishing our
own  manufacturing  facilities  over the next  twelve  months.  Beyond this time
frame,  we plan to make a decision  with regard to purchase or sale of any plant
and significant  equipment in the long term after products are introduced to the
public  through our website,  if ever.  As  conditions  dictate,  we will engage
additional  employees.  We do not plan to make any  significant  changes  in the
number of employees over the next twelve months.

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
None.

SIGNATURES

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


Dated:  11/14/00             By:  /s/  Byron  Cox
                               ---------------------
                                       Byron  Cox,  President  and  Director