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: September 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:
            15,588,546 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                               SEPTEMBER 30, 2001


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



<PAGE>



















                       FAIRCHILD INTERNATIONAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001


                           (EXPRESSED IN U.S. DOLLARS)




                                    UNAUDITED












                                       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  September  30, 2001 and the
related interim  statements of operations and deficit and cash flow for the nine
months ended  September 30, 2001 and 2000 and  cumulative to September 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                                           /s/ STEELE & CO.
November 16, 2001                                        CHARTERED ACCOUNTANTS




                                       3


<PAGE>

                       FAIRCHILD INTERNATIONAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

                    SEPTEMBER 30, 2001 AND DECEMBER 31, 2000

                           (EXPRESSED IN U.S. DOLLARS)




<TABLE>
<CAPTION>
                                                                                 SEPTEMBER 30,          DECEMBER 31,
                                                                                     2001                   2000
<S>                                                                              <C>                    <C>
ASSETS

       CURRENT

         CASH                                                                    $     8,097            $     4,242
                                                                                 ============           ============

LIABILITIES

       CURRENT

         ACCOUNTS PAYABLE                                                        $    29,333            $    18,138
         OWING TO RELATED PARTIE                                                     179,947                111,012
                                                                                 ------------           ------------

                                                                                     209,280                129,150
                                                                                 ------------           ------------

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
             15,588,546 COMMON SHARES (2000 - 10,988,210)                          1,291,022                894,769

       SHARE SUBSCRIPTIONS (NOTE 3)                                                   47,000                      -
       DEFICIT ACCUMULATED DURING                                                 (1,539,205)            (1,019,677)
        THE DEVELOPMENT STAGE                                                    ------------           ------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                             (201,183)              (124,908)
                                                                                 ------------           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $     8,097            $     4,242
                                                                                 ============           ============

</TABLE>


APPROVED BY THE DIRECTOR


-----------------------------------




                                    UNAUDITED


                                       4


<PAGE>

                       FAIRCHILD INTERNATIONAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                      STATEMENTS OF OPERATIONS AND DEFICIT

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                      AND CUMULATIVE TO SEPTEMBER 30, 2001

                           (EXPRESSED IN U.S. DOLLARS)



<TABLE>
<CAPTION>
                                                              CUMULATIVE TO              NINE MONTHS ENDED
                                                              SEPTEMBER 30,      SEPTEMBER 30,      SEPTEMBER 30,
                                                                  2001               2001               2000
<S>                                                            <C>                <C>                <C>
OPERATIONS

       OIL AND GAS INTERESTS                                   $  215,663         $  215,663         $        -
       MINERAL INTERESTS                                          171,249             71,622                  -
       RESEARCH AND DEVELOPMENT
        AND LICENSE FEES (NOTE 2)                                 163,520                  -              5,020
       BANK CHARGES AND FOREIGN EXCHANGE                           13,846                960                470
       CONSULTING                                                  57,367             18,100                  -
       OFFICE, RENT AND SECRETARIAL                                54,579             12,087              9,859
       PROFESSIONAL FEES                                          119,748             30,458              7,295
       PROMOTION AND TRAVEL                                       518,952            148,809              6,000
       RELATED PARTY
         ADMINISTRATION                                           145,322             21,829             12,733
         CONSULTING                                                50,000                  -                  -
       SHAREHOLDER INFORMATION                                     20,304                  -              1,877
       TRANSFER AGENT FEES                                          8,655                  -                  -
                                                               ----------         ----------         ----------

NET LOSS FOR THE PERIOD                                        $1,539,205            519,528             43,254
                                                               ==========

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

DEFICIT END OF THE PERIOD                                                         $1,539,205         $  970,467
                                                                                  ==========         ==========



BASIC LOSS PER SHARE                                                              $      .04         $      .01
                                                                                  ==========         ==========


WEIGHTED AVERAGE NUMBER OF                                                        12,435,045         10,988,210
 COMMON SHARES OUTSTANDING                                                        ==========         ==========

</TABLE>





                                    UNAUDITED




                                       5


<PAGE>

                       FAIRCHILD INTERNATIONAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENTS OF CASH FLOW

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                      AND CUMULATIVE TO SEPTEMBER 30, 2001

                           (EXPRESSED IN U.S. DOLLARS)




<TABLE>
<CAPTION>
                                                               CUMULATIVE TO             NINE MONTHS ENDED
                                                               SEPTEMBER 30,     SEPTEMBER 30,     SEPTEMBER 30,
                                                                   2001              2001              2000
<S>                                                            <C>                <C>                <C>
OPERATIONS

CASH PROVIDED (USED) BY

       OPERATING ACTIVITIES

         NET LOSS FOR THE PERIOD                               $(1,539,205)       $(519,528)         $(43,254)

         NON-CASH ITEM
           ISSUE OF SHARES FOR SERVICES
            AND MINERAL INTEREST                                   382,681          145,823                 -

         CHANGE IN NON-CASH OPERATING ITEM
           ACCOUNTS PAYABLE                                         29,333           11,195             2,514
                                                               ------------       ----------         ---------

                                                                (1,127,191)        (362,510)          (40,740)
                                                               ------------       ----------         ---------

       FINANCING ACTIVITIES

         OWING TO RELATED PARTIES                                  179,947           68,935             6,588
         SHARE CAPITAL ISSUED FOR CASH                             908,341          250,430                 -
         SHARE SUBSCRIPTIONS                                        47,000           47,000                 -
                                                               ------------       ----------         ---------

                                                                 1,135,288          366,365             6,588
                                                               ------------       ----------         ---------

CHANGE IN CASH FOR THE PERIOD                                        8,097            3,855           (34,152)

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

CASH END OF THE PERIOD                                         $     8,097        $   8,097          $  2,814
                                                               ============       ==========         =========
</TABLE>








                                    UNAUDITED



                                       6


<PAGE>

                       FAIRCHILD INTERNATIONAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO THE INTERIM FINANCIAL STATEMENTS

                               SEPTEMBER 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 nine month periods ended
          September 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  September  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 $519,528
          and $92,464 for the nine month  period  ended  September  30, 2001 and
          fiscal year ended December 31, 2000  respectively  and had net capital
          deficiencies  of $201,183 as of September  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



                                       7


<PAGE>

                       FAIRCHILD INTERNATIONAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO THE INTERIM FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001

                           (EXPRESSED IN U.S. DOLLARS)


3.        SHARE CAPITAL (CONTINUED)

          b.  Issued and Paid In Capital

<TABLE>
<CAPTION>
                                                                PRICE PER
                                                                  SHARE             SHARES         CONSIDERATION
                                                                  -----             ------         -------------
<S>                                                             <C>               <C>                <C>
                  Balance at December 31, 2000                                    10,988,210         $  894,769

                       For cash - stock options                 $   .073             410,000             29,930
                                - stock option                  $   .09            2,450,000            220,500
                            For mineral interests               $   .16              200,000             32,000
                            For mineral interests               $   .07              400,000             28,000
                            For services                        $   .07              840,336             58,823
                            For oil and gas interests           $   .09              300,000             27,000
                                                                                  ----------         ----------

                       Balance September 30, 2001                                 15,588,546         $1,291,022
                                                                                  ==========         ==========
</TABLE>

          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,                                      SEPTEMBER 30,
       2000           ISSUED          EXERCISED           2001         TERMS
       ----           ------          ---------           ----         -----
<S>                  <C>             <C>              <C>              <C>
             -       1,900,000       (1,600,000)        300,000        $.09 to February 26,2002
             -         900,000         (410,000)        490,000        $.073 to May 23, 2004
             -         600,000         (600,000)              0        $.09 to July 9, 2004
             -         650,000         (250,000)        400,000        $.09 to July 23, 2004
             -       1,500,000                -       1,500,000        $.25 to September 7, 2004
         -----       ---------       -----------      ---------

             -       5,550,000       (2,860,000)      2,690,000
         =====       =========       ===========      =========
</TABLE>


              Subsequent  to the period end,  options were  exercised to acquire
              200,000 shares at $.09,  50,000 shares at $.073 and 360,000 shares
              at $.25.


                                    UNAUDITED


                                       8


<PAGE>

                       FAIRCHILD INTERNATIONAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO THE INTERIM FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001

                           (EXPRESSED IN U.S. DOLLARS)


3.        SHARE CAPITAL (CONTINUED)

          d.  Share Subscriptions and Private Placement

              The Company has accepted subscriptions of $47,000 toward a private
              placement of units.  The Company proposes to issue up to 1,500,000
              units at $.1445 per unit. Each unit consists of one share plus one
              warrant to acquire one share for $.17 for one year.

4.            RESOURCE INTERESTS

          a.  Oil and Gas Interests - California, U.S.A.

              The  Company has  acquired a five  percent  working  interest in a
              8,700 acre property in  California.  The interest was acquired for
              $115,000 and 300,000  shares  issued at a deemed value of $.09 per
              share.  The Company  has  advanced  $100,663  in working  interest
              contributions.

          b.  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  subsequently
              abandoned its interest in the property.
















                                    UNAUDITED




                                       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
expired on August 15,  2001.  The  Company  elected to let the option  expire to
focus all of its resources on the Coalinga Nose Property, described below.

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.

On August 23, 2001, the Company  amended its agreement with Brothers Oil and Gas
Inc.  The Company  purchased an  additional  1.85% net revenue  interest  before
payout and 1.40625%  net revenue  interest  after  payout for a single  one-time
payment of $50,000.  The Company  now has a 5% working  interest  and a 3.7% net
revenue  interest before payout (3.75% working  interest and 2.8125% net revenue
interest  after payout) in the Coalinga  Nose Project  Block A. In addition,  in
Block B of the Coalinga  Nose Project,  the  Company's net revenue  interest has
been increased to 1.875%.

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 nine
months ended September 30, 2001 was $519,528,  as compared to $43,254 during the
comparable  nine-month  period  in  2000.  The  increase  in the net loss is due
primarily to the increase in the level of the Company's operations. As described
above,  beginning in April 2001, the Company commenced operations in the natural
resources sector. It expended $215,663 for oil and gas interests and $71,622 for
mineral interests.  Promotion and travel


                                       10


<PAGE>




expenses were $148,809, as compared to $6,000 for the prior period. Professional
fees  increased  from  $7,295  in  2000  to  $30,458  in  2001.   Related  party
administration expenses,  consulting expenses, and office, rent, and secretarial
expenses increased in 2001 as well.

This most recent loss has increased the deficit  accumulated since the inception
of the Company to $1,539,205 at September 30, 2001.

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
September 30, 2001, the Company has sold stock for cash of $908,341 and borrowed
$179,947 from related  parties.  At September 30, 2001, the Company had accepted
subscriptions  of $47,000  for a private  placement  of its units at $0.1445 per
unit.  Each  unit  consists  of one  share  of  common  stock  and  one  warrant
exercisable to purchase one share at $0.17.

At September 30, 2001, the Company's working capital deficiency was $201,183, 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 nine-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  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  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 July 2001,  the Company  issued  300,000  shares of common  stock to
         Dasher Energy Corp. for its property interest pursuant to the exemption
         from  registration  contained in Section 4(2) of the  Securities Act of
         1933.

         The shares  described above were issued with a restrictive  legend.  No
         underwriters were used in connection with this transaction.

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 August 24, 2001 (3)<F3>                                            N/A

      99.2       Press release dated September 17, 2001 (4)<F4>                                         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 August 24, 2001, File No. 0-28305.
(4)<F4>  Incorporated by reference to the exhibits  previously filed with the Company's  Current Report on Form
         8-K dated September 17, 2001, File No. 0-28305.
</FN>
</TABLE>


                                       12


<PAGE>

         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  August  24,  2001  filed  August  28,  2001 -
                  reporting  under Item 5 the  information  contained in a press
                  release dated August 24, 2001.

                  Form 8-K dated  September  17, 2001 filed  September 18, 2001-
                  reporting  under Item 5 the  information  contained in a press
                  release dated September 17, 2001.


                                   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:   November 19, 2001               By: /s/ ROBERT GRACE
                                           ------------------------------------
                                           Robert Grace, President
                                           (Principal  financial and  accounting
                                           officer)







                                       13