U.S. 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, 2001

[ ]      TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT
         For the transition period from __________________ to _______________


                         Commission file number 0-28305


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


                  NEVADA                                  91-1880015
      (State or other jurisdiction of                   (IRS Employer
      incorporation or organization)                 Identification No.)


    595 HORNBY STREET, SUITE 600, VANCOUVER, BRITISH COLUMBIA, V6C 1A4 CANADA
                    (Address of principal executive offices)


                                 (604) 646-5614
                           (Issuer's telephone number)


                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report)


              State the number of shares outstanding of each of the
       issuer's classes of common equity, as of the last practicable date:
            13,028,546 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                  JUNE 30, 2001


   Transitional Small Business Disclosure Format (check one); Yes    No  X


<PAGE>















                       FAIRCHILD INTERNATIONAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                  JUNE 30, 2001


                           (EXPRESSED IN U.S. DOLLARS)




                                    UNAUDITED







                                                                   STEELE & CO.
                                                          CHARTERED ACCOUNTANTS


                                       2

<PAGE>

STEELE & CO.*
CHARTERED ACCOUNTANTS
*Representing incorporated professionals

                      SUITE 808         TELEPHONE:     (604) 687-8808
       808 WEST HASTINGS STREET         TELEFAX:       (604) 687-2702
VANCOUVER, B.C., CANADA V6C 1C8         EMAIL:         EMAIL@STEELE-CO.CA





                         INDEPENDENT ACCOUNTANTS' REPORT


TO THE BOARD OF DIRECTORS OF
FAIRCHILD INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)



We have  reviewed the  accompanying  balance  sheet of  Fairchild  International
Corporation  (a  development  stage company) as of June 30, 2001 and the related
interim  statements of  operations  and deficit and cash flow for the six months
ended June 30, 2001 and 2000 and  cumulative to June 30, 2001.  These  financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying interim financial statements in order for them to be
in conformity with U.S. generally accepted accounting principles.

We have previously  audited, in accordance with U.S. generally accepted auditing
standards,  the  balance  sheet of  Fairchild  International  Corporation  as of
December 31, 2000 and the related  statements of operations and deficit and cash
flow for the year then ended (not  presented  herein);  and in our report  dated
March  19,  2001,  we  expressed  an  unqualified  opinion  on  those  financial
statements.  In our  opinion,  the  information  set  forth in the  accompanying
balance  sheet  as of  December  31,  2000 is  fairly  stated,  in all  material
respects,  in  relation  to the  financial  statements  from  which  it has been
derived.



Vancouver, Canada                                                "STEELE & CO."
August 7, 2001                                            CHARTERED ACCOUNTANTS




                                       3
<PAGE>

                       FAIRCHILD INTERNATIONAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

                       JUNE 30, 2001 AND DECEMBER 31, 2000

                           (EXPRESSED IN U.S. DOLLARS)
<TABLE>
<CAPTION>

                                                                      JUNE 30,          DECEMBER 31,
                                                                        2001                2000
                                                                        ----                ----
ASSETS

  CURRENT
<S>                                                                 <C>                 <C>
    CASH                                                            $     5,878         $     4,242
                                                                    ============        ============

LIABILITIES

  CURRENT

    ACCOUNTS PAYABLE                                                $    36,122         $    18,138
    OWING TO RELATED PARTIES                                            238,850             111,012
                                                                    ------------        ------------

                                                                        274,972             129,150
                                                                    ------------        ------------
SUBSEQUENT EVENT (NOTE 4)

STOCKHOLDERS' EQUITY

  SHARE CAPITAL (NOTE 3)

    AUTHORIZED
        50,000,000 COMMON SHARES WITH A PAR VALUE OF $.001
                   PER  SHARE
         1,000,000 PREFERRED SHARES WITH A PAR VALUE OF
                   $.01 PER SHARE

    ISSUED
        13,028,546 COMMON SHARES                                      1,067,592             894,769

  DEFICIT ACCUMULATED DURING
    THE DEVELOPMENT STAGE                                            (1,336,686)         (1,019,677)
                                                                    ------------        ------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                (269,094)           (124,908)
                                                                    ------------        ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $     5,878         $     4,242
                                                                    ============        ============
</TABLE>


APPROVED BY THE DIRECTOR

        "ROBERT GRACE"
------------------------


                                                                   STEELE & CO.
                                                          CHARTERED ACCOUNTANTS


                                       4

<PAGE>

                       FAIRCHILD INTERNATIONAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                      STATEMENTS OF OPERATIONS AND DEFICIT

                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                         AND CUMULATIVE TO JUNE 30, 2001

                           (EXPRESSED IN U.S. DOLLARS)


<TABLE>
<CAPTION>

                                            CUMULATIVE TO         SIX MONTHS ENDED
                                               JUNE 30,       JUNE 30,         JUNE 30,
                                                 2001            2000            2000
                                             -----------     -----------     -----------

OPERATIONS

<S>                                          <C>             <C>             <C>
  OIL AND GAS INTERESTS                      $   65,000      $   65,000      $        -
  MINERAL INTERESTS                             171,249          71,622               -
  RESEARCH AND DEVELOPMENT
   AND LICENSE FEES (NOTE 2)                    163,520               -           5,020
  ADVERTISING                                     9,008               -               -
  BANK CHARGES AND FOREIGN EXCHANGE              13,558             672             374
  CONSULTING                                     39,267               -               -
  OFFICE, RENT AND SECRETARIAL                   46,216           3,724           6,953
  PROFESSIONAL FEES                             110,846          21,556           6,793
  PROMOTION AND TRAVEL                          503,618         142,483           6,000
  RELATED PARTY
    ADMINISTRATION                              135,445          11,952          12,733
    CONSULTING                                   50,000               -               -
  SHAREHOLDER INFORMATION                        20,304               -           1,972
  TRANSFER AGENT FEES                             8,655               -               -
                                             -----------     -----------     -----------

NET LOSS FOR THE PERIOD                      $1,336,686         317,009          39,845
                                             ===========

DEFICIT BEGINNING OF THE PERIOD                               1,019,677         927,213
                                                             -----------     -----------

DEFICIT END OF THE PERIOD                                    $1,336,686      $  967,058
                                                             ===========     ===========



BASIC LOSS PER SHARE                                         $      .03      $      .01
                                                             ===========     ===========

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                                   11,338,266      10,988,210
                                                             ===========     ===========

</TABLE>





                                    UNAUDITED

                                                                   STEELE & CO.
                                                          CHARTERED ACCOUNTANTS


                                       5

<PAGE>



                       FAIRCHILD INTERNATIONAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENTS OF CASH FLOW

                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                         AND CUMULATIVE TO JUNE 30, 2001

                           (EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
                                            CUMULATIVE TO         SIX MONTHS ENDED
                                               JUNE 30,       JUNE 30,         JUNE 30,
                                                 2001            2000            2000
                                            ------------     -----------     -----------

CASH PROVIDED (USED) BY
<S>                                         <C>              <C>             <C>
  OPERATING ACTIVITIES

    NET LOSS FOR THE PERIOD                 $(1,336,686)     $ (317,009)     $  (39,845)

    NON-CASH ITEM
      ISSUE OF SHARES FOR SERVICES
       AND MINERAL INTEREST                     355,681         118,823               -

    CHANGE IN NON-CASH OPERATING ITEM
      ACCOUNTS PAYABLE                           36,122          17,984           2,985
                                            ------------     -----------     -----------

                                               (944,883)       (180,202)        (36,860)
                                            ------------     -----------     -----------

  FINANCING ACTIVITIES

    OWING TO RELATED PARTIES                    238,850         127,838               -
    SHARE CAPITAL ISSUED FOR CASH               711,911          54,000               -
                                            ------------     -----------     -----------

                                                950,761         181,838               -
                                            ------------     -----------     -----------

CHANGE IN CASH FOR THE PERIOD                     5,878           1,636         (36,860)

CASH BEGINNING OF THE PERIOD                          -           4,242          36,966
                                            ------------     -----------     -----------

CASH END OF THE PERIOD                      $     5,878      $    5,878      $      106
                                            ============     ===========     ===========
</TABLE>








                                    UNAUDITED

                                                                   STEELE & CO.
                                                          CHARTERED ACCOUNTANTS


                                       6

<PAGE>

                       FAIRCHILD INTERNATIONAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO THE INTERIM FINANCIAL STATEMENTS

                                  JUNE 30, 2001

                           (EXPRESSED IN U.S. DOLLARS)


1.   BASIS OF PRESENTATION

     These  interim  financial  statements  have been prepared  under  generally
     accepted accounting  principles  applicable to interim financial statements
     and  therefore  do not  include  all the  disclosures  required  for annual
     financial  statements.  Accordingly,  these  interim  financial  statements
     should be read in conjunction with the audited annual financial  statements
     for  the  year  ended   December  31,  2000  and  included  with  Fairchild
     International  Corporation's  annual  report  Form 10-K.  In the opinion of
     management, these financial statements contain all adjustments necessary to
     present fairly the financial position,  results of operations and cash flow
     for the six month periods ended June 30, 2001 and 2000.  Interim results of
     operations are not necessarily  indicative of the results of operations for
     the full year.

2.   GOING CONCERN CONSIDERATIONS AND LICENSE TERMINATION

     As of June 30,  2001,  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.  The Company  incurred  losses from operations of $317,009 and
     $92,464 for the six month  period ended June 30, 2001 and fiscal year ended
     December 31, 2000 respectively and had net capital deficiencies of $269,094
     as of June 30, 2001 and $124,908 as of December 31, 2000.

     The Company entered into a Research,  Development and License  Agreement in
     1999 to acquire an exclusive  license to make, use and sell  pharmaceutical
     products and  processes  relating to  arthritis  and dermal  wrinkles.  The
     parties  terminated  the  Agreement in 2001. As  consideration  for efforts
     made,  shares  issued and cash paid,  the  Company is entitled to a 30% net
     revenue royalty from licensed  products to a maximum of $250,000 during the
     first three years of product sales.

3.   SHARE CAPITAL

     a.  Authorized

               50,000,000 Common shares with a par value of $.001 per share
                1,000,000 Preferred shares with a par value of $.01 per share






                                    UNAUDITED

                                                                   STEELE & CO.
                                                          CHARTERED ACCOUNTANTS


                                       7

<PAGE>

                       FAIRCHILD INTERNATIONAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO THE INTERIM FINANCIAL STATEMENTS

                                  JUNE 30, 2001

                           (EXPRESSED IN U.S. DOLLARS)


3.   SHARE CAPITAL (CONTINUED)


<TABLE>
<CAPTION>
                                              PRICE PER
     b.  Issued and Paid In Capital             SHARE                  SHARES      CONSIDERATION
                                                -----                  ------      -------------
<S>                                            <C>                   <C>            <C>
              Balance at December 31, 2000                           10,988,210     $  894,769


                  For cash - stock options     $    .09                 600,000         54,000
                  For mineral interests        $    .16                 200,000         32,000
                  For mineral interests        $    .07                 400,000         28,000
                  For services                 $    .07                 840,336         58,823
                                                                     ----------     ----------
              Balance June 30, 2001                                  13,028,546     $1,067,592
                                                                     ==========     ==========
</TABLE>

         In June, 2001, the Company issued 100,000 shares in error to a director
         for no consideration. Subsequent the period end, the director exercised
         pre-existing incentive stock options at $.09 per share in settlement of
         the error.

     c.  Incentive Stock Options

         The exercise price of stock options granted is not less than the quoted
         market value of the shares.  Accordingly,  no stock option compensation
         has been recognized in the financial statements.

         The  Company  has  granted  incentive  stock  options,  exercisable  as
         follows:

<TABLE>
<CAPTION>
     OUTSTANDING                                             OUTSTANDING
     DECEMBER 31,                                              JUNE 30,
        2000               ISSUED             EXERCISED          2001          TERMS

<S>                      <C>                 <C>               <C>             <C>
             -           1,900,000           (600,000)         1,300,000       $.09 to February 26, 2002
             -             900,000                  -            900,000       $.073 to May 23, 2004
    ----------           ---------           ---------         ---------
             -           2,800,000           (600,000)         2,200,000
    ==========           =========           =========         =========
</TABLE>

         Subsequent to the period end, options were granted to acquire:

                  600,000 shares @ $.09 to July 9, 2004
                  650,000 shares @ $.09 to July 23, 2004

         Subsequent to the period end, options were exercised to acquire 900,000
         shares at $.09 and 260,000 shares at $.073.


                                                                   STEELE & CO.
                                                          CHARTERED ACCOUNTANTS


                                       8

<PAGE>

                       FAIRCHILD INTERNATIONAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO THE INTERIM FINANCIAL STATEMENTS

                                  JUNE 30, 2001

                           (EXPRESSED IN U.S. DOLLARS)




4.       RESOURCE INTERESTS

     a.  Mineral Interests - Manitoba, Canada

         The Company  entered into an  agreement  to acquire a 100%  interest in
         certain lands encompassed by a Special Exploration  Permit,  located in
         Northern  Manitoba,  Canada.  The  Company  is to pay a  total  of U.S.
         $30,000 in cash ($10,000  paid) and issue 400,000  shares of its common
         stock (200,000 issued).  In addition,  the Company is responsible for a
         deposit  with  the  Province  of  Manitoba  of  Cdn.  $46,000  for  the
         exploration  permit and fulfilling work  commitment  obligations on the
         property totalling Cdn. $500,000 through May 1, 2004.

         A second agreement  includes an "Initial Option  Agreement" under which
         the Company paid Cdn. $2,500 and issued 400,000 shares. The Company now
         has an  option  to  acquire  a 100%  undivided  interest  in and to the
         Makakaysip  Lake  Exploration  Permit 182 by paying fees totalling Cdn.
         $255,000,  by  issuing  50,000  common  shares  and by  incurring  Cdn.
         $245,000 of allowable Assessment Work on the property.

     b.  Oil and Gas Interests

         The Company has acquired a five percent working interest in a 8.73 acre
         property in  California.  The  interest  was  acquired  for $65,000 and
         300,000 shares (issued subsequent to the year end).













                                    UNAUDITED

                                                                   STEELE & CO.
                                                          CHARTERED ACCOUNTANTS

                                       9

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following  discussion  of the financial  condition and results of operations
for  Fairchild  International  Corporation  (the  "Company")  should  be read in
conjunction with the accompanying financial statements and related footnotes.

GENERAL AND PLAN OF OPERATION

The Company had been engaged in the pharmaceutical business, having entered into
a licensing  agreement  to acquire an  exclusive  license to make,  use and sell
pharmaceutical products and processes relating to arthritis and dermal wrinkles.
As of February 28, 2001, the licensing  agreement was terminated and the Company
was searching for another business opportunity.

As of April  12,  2001,  the  Company  entered  into an  agreement  with  Hunter
Exploration  Group to acquire a 100% interest in certain lands  encompassed by a
Special Exploration Permit, located in Northern Manitoba, Canada. The Company is
to pay a total of  US$30,000  in cash and issue  400,000  shares  of its  common
stock.  In addition,  the Company is responsible for a deposit with the Province
of  Manitoba  for  the   exploration   permit  and  fulfilling  work  commitment
obligations  on the  property  totaling  Cdn$500,000  through  May 1, 2004.  The
property  is  subject  to a 2% net  smelter  royalty  and a 2% gross  overriding
royalty on diamond production.

On June 5, 2001,  the Company  entered  into an initial  option  agreement  with
Indicator  Explorations  Ltd.  for the right to acquire a 100%  interest  in the
Exploration Permit 182 and Special  Exploration  Permits 99-6, 2001-4 and 2001-9
located in Northeast  Manitoba,  Canada. In exchange for the initial option, the
Company paid Cdn$2,500 and issued  400,000  shares of common stock.  This option
will expire on August 15, 2001. If the Company exercises this option, it will be
required to enter into a formal agreement,  pay a significant amount of money to
Indicator and agree to undertake substantial exploration activities. The Company
does not have sufficient  funds at this time to exercise this option and fulfill
the required obligations.

On June 15,  2001,  the Company  entered  into a  participation  agreement  with
Brothers  Oil and Gas Inc.  and  Dasher  Energy  Corp.  to  acquire a 5% working
interest in an oil and gas  prospect  called the  Coalinga  Nose  Property.  The
property is located in Fresno County,  California, and consists of approximately
8,700 acres. In exchange for this interest,  the Company paid Brothers US$50,000
and Dasher US$15,000.  The Company also agreed to issue 300,000 shares of common
stock to Dasher, and pay 100% of the initial test well to earn a 37% net revenue
interest  on the  initial  well,  and a  28.125%  net  revenue  interest  on all
subsequent wells.

To date,  the Company has not generated  any revenues from mineral  exploration,
product  sales,  royalties  or  license  fees.  The  Company  plans  to  conduct
exploration activities to the extent that it can obtain the necessary cash to do
so.

RESULTS OF OPERATIONS

The Company continues to incur losses from operations.  The net loss for the six
months  ended June 30, 2001 was  $317,009,  as  compared  to $39,845  during the
comparable  six-month  period  in  2000.  The  increase  in the net  loss is due
primarily to the increase in the level of the  Company's  operations.  Promotion
and travel  expenses were $142,483,  as compared to $6,000 for the prior period.
Also, in 2001, the Company expended $71,662 and $65,000,  respectively,  for the
acquisition of mineral  interests and oil and gas interests.  Professional  fees
increased from $6,793 in 2000 to $21,556 in 2001.

This most recent loss has increased the deficit  accumulated since the inception
of the Company to $1,336,686 at June 30, 2001.


                                       10

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Since inception,  the primary source of funding for the Company's operations has
been the private sale of its securities and loans from related parties.  Through
June 30,  2001,  the Company has sold stock for cash of  $711,911  and  borrowed
$238,850 from related parties.

At June 30, 2001, the Company's  working  capital  deficiency  was $269,094,  as
compared to a  deficiency  of $124,908 at December  31,  2000.  The  decrease in
working capital was due primarily to the loss for the six-month period.

The Company will be dependent  upon proceeds from the sale of securities for the
near future. Further,  substantial funds will be required to conduct exploration
activities  before the  Company  can  determine  if its oil and gas and  mineral
property  interests  have  sufficient  potential  for  development.  There is no
assurance  that the  Company  will be able to obtain  such  additional  funds on
favorable  terms, if at all. The Company's  inability to raise  sufficient funds
could cause it to lose its  property  interests  and any work  conducted  and/or
payments made on the properties.

GOING CONCERN

The notes to the financial statements include an explanatory  paragraph relating
to the uncertainty of the Company's ability to continue as a going concern.  The
Company has suffered losses from operations,  and requires additional financing.
Ultimately,  the Company  needs to generate  revenues  and  successfully  attain
profitable operations. These factors raise substantial doubt about the Company's
ability to continue as a going  concern.  There can be no assurance that it will
be able to acquire the oil and gas and  mineral  property  interests,  carry out
adequate  exploration  activities,  or  engage  in  development  activities,  if
warranted. Even if the Company were able to ever develop its property interests,
there is no assurance that it would be able to attain profitable operations.

FORWARD-LOOKING STATEMENTS

Certain  statements  in this  Quarterly  Report on Form 10-QSB and the Company's
Annual  Report on Form 10-KSB for its fiscal year ended  December 31,  2000,  as
well  as  statements  made by the  Company  in  periodic  press  releases,  oral
statements made by the Company's  officials to analysts and  shareholders in the
course  of  presentations   about  the  Company,   constitute   "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Such  forward-looking  statements  involve  known and  unknown  risks,
uncertainties,  and other factors that may cause the actual results, performance
or  achievements  of the  Company  to be  materially  different  from any future
results, performance or achievements expressed or implied by the forward looking
statements.  Such factors include,  among other things, (1) general economic and
business  conditions;  (2) interest rate changes;  (3) the relative stability of
the debt and equity  markets;  (4)  government  regulations  particularly  those
related to the natural resources  industries;  (5) required  accounting changes;
(6) disputes or claims regarding the Company's property interests; and (7) other
factors over which the Company has little or no control.


                                       11

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.

ITEM 2. CHANGES IN SECURITIES

         In May 2001,  the  Company  issued  200,000  shares of common  stock to
         Hunter  Exploration  Group for its  property  interest  pursuant to the
         exemption from registration contained in Section 4(2) of the Securities
         Act of 1933.

         In June 2001,  the Company  issued  840,336  shares of common  stock to
         Corporate  Service  Providers  for  services  provided by that  company
         pursuant to the exemption from  registration  contained in Section 4(2)
         of the Securities Act of 1933.

         In June 2001,  the Company  issued  400,000  shares of common  stock to
         Indicator   Explorations   Ltd.  for  an  initial   option  to  acquire
         exploration   permits  pursuant  to  the  exemption  from  registration
         contained in Section 4(2) of the Securities Act of 1933.

         All of the  shares  described  above  were  issued  with a  restrictive
         legend.   No   underwriters   were  used  in   connection   with  these
         transactions.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A)       EXHIBITS

<TABLE>
<CAPTION>
   REGULATION                                                                                       CONSECUTIVE
   S-B NUMBER                                             EXHIBIT                                   PAGE NUMBER

<S>                                                                                                     <C>
      10.1       Termination of License and Research & Development Agreement dated February 28,         N/A
                 2001 between Praxis Pharmaceuticals, Inc. and Fairchild International Inc. (1)<F1>

      10.2       Letter of Agreement with Hunter Exploration Group dated April 12, 2001 (2)<F2>         N/A

      99.1       Press release dated June 14, 2001 (3)<F3>                                              N/A

      99.2       Press release dated June 20, 2001 (3)<F3>                                              N/A

      99.3       Press release dated June 21, 2001 (3)<F3>                                              N/A


                                       12

<PAGE>

<CAPTION>
   REGULATION                                                                                       CONSECUTIVE
   S-B NUMBER                                             EXHIBIT                                   PAGE NUMBER

<S>                                                                                                     <C>

      99.4       Press release dated June 26, 2001 (3)<F3>                                              N/A
---------------------------
<FN>
(1)<F1>  Incorporated by reference to the exhibits previously filed with the Company's Current Report on Form 8-K
         dated February 28, 2001, File No. 0-28305.

(2)<F2>  Incorporated by reference to the exhibits  previously filed with the Company's  Current Report on Form 8-K
         dated April 12, 2001, File No. 0-28305.

(3)<F3>  Incorporated by reference to the exhibits  previously filed with the Company's  Current Report on Form 8-K
         dated June 14, 2001, File No. 0-28305.
</FN>
</TABLE>



         B)       REPORTS ON FORM 8-K:  The  following  reports on Form 8-K were
                  filed during the period covered by this report:

                  Form 8-K dated  April 12,  2001 filed May 3, 2001 -  reporting
                  under Item 5 the agreement with Hunter  Exploration  Group and
                  the  appointment of Robert Grace as an officer and director of
                  the Company.

                  Form 8-K dated June 14,  2001 filed June 28,  2001-  reporting
                  under  Item  5 the  information  contained  in  various  press
                  releases.












                                       13

<PAGE>

                                   SIGNATURES

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

                                         FAIRCHILD INTERNATIONAL CORPORATION
                                         (Registrant)


Date:   August 20, 2001                  By:/S/ ROBERT GRACE
                                            -----------------------------------
                                            Robert Grace, President
                                            (Principal financial and accounting
                                             officer)






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