---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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,
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                                                 | 91-1880015                          
|------------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of
      incorporation or | (I.R.S. Employer Identification No.)
|organization)                                          |                                     

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 x
       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:

37,805,050 common shares, par value $0.001 as at November
8, 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 September 30, 2005 include all adjustments
necessary in order to ensure that the financial statements are not misleading.

Vancouver, British Columbia Date: November 18, 2005

/s/ Robert
Klein___________________________________________Director of Fairchild
International Corporation

Fairchild International Corporation(A Development
Stage Company)

September 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  

---

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

|                                                                        |  | September 30, |  
|----------------------------------------------------------------------- |  | ------------- | -
|                                                                        |  | 2005          |  
|                                                                        |  | $             |  
|                                                                        |  |               |  
|Assets                                                                  |  |               |  
|                                                                        |  |               |  
|Current Assets                                                          |  |               |  
|                                                                        |  |               |  
|Cash and cash equivalents                                               |  | 30,336        |  
|Prepaid expenses and deposits                                           |  | 33,654        |  
|                                                                        |  |               |  
|Total Current Assets                                                    |  | 63,990        |  
|                                                                        |  |               |  
|Property and
      Equipment                                            |  | 214           |  
|                                                                        |  |               |  
|Total Assets                                                            |  | 64,204        |  
|                                                                        |  |               |  
|                                                                        |  |               |  
|Liabilities and Stockholders' Deficit                                   |  |               |  
|                                                                        |  |               |  
|Current Liabilities                                                     |  |               |  
|                                                                        |  |               |  
|Accounts payable and accrued
      liabilities                          |  | 49,256        |  
|Accounts payable - related parties (Note
      3)                       |  | 24,930        |  
|Loans payable                                                           |  | 49,852        |  
|                                                                        |  |               |  
|Total Liabilities                                                       |  | 124,038       |  
|                                                                        |  |               |  
|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: 36,730,050 shares                                               |  | 36,730        |  
|                                                                        |  |               |  
|Additional Paid in Capital                                              |  | 417,502       |  
|                                                                        |  |               |  
|Accumulated Other Comprehensive Loss                                    |  | (1,083        | )
|                                                                        |  |               |  
|Deficit
      accumulated During the Development Stage                  |  | (512,983      | )
|                                                                        |  |               |  
|Total
      Stockholders Deficit                                       |  | (59,834       | )
|                                                                        |  |               |  
|Total Liabilities
      and Stockholders Deficit                       |  | 64,204        |  

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

---

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

|                                        |  | Accumulated from    |   |  |               |   |  |               |  
|--------------------------------------- |  | ------------------- | - |  | ------------- | - |  | ------------- | -
|                                        |  | December 14, 2004   |   |  | Three Months  |   |  | Nine Months   |  
|                                        |  | (Date of Inception) |   |  | Ended         |   |  | Ended         |  
|                                        |  | to September 30,    |   |  | September 30, |   |  | September 30, |  
|                                        |  | 2005                |   |  | 2005          |   |  | 2005          |  
|                                        |  | $                   |   |  | $             |   |  | $             |  
|                                        |  |                     |   |  |               |   |  |               |  
|Revenue                                 |  |                    |   |  |              |   |  |              |  
|                                        |  |                     |   |  |               |   |  |               |  
|Expenses                                |  |                     |   |  |               |   |  |               |  
|                                        |  |                     |   |  |               |   |  |               |  
|Consulting and
      management fees    |  | 390,132             |   |  | 349,730       |   |  | 380,117       |  
|General and administrative              |  | 10,859              |   |  | 4,165         |   |  | 10,859        |  
|Professional fees                       |  | 35,054              |   |  | 29,509        |   |  | 35,054        |  
|                                        |  |                     |   |  |               |   |  |               |  
|                                        |  | 436,045             |   |  | 383,404       |   |  | 426,030       |  
|                                        |  |                     |   |  |               |   |  |               |  
|Net loss                                |  | (436,045            | ) |  | (383,404      | ) |  | (426,030      | )
|                                        |  |                     |   |  |               |   |  |               |  
|Other comprehensive loss                |  |                     |   |  |               |   |  |               |  
|Foreign currency translation adjustment |  | (1,083              | ) |  | (1,002        | ) |  | (1,083        | )
|                                        |  |                     |   |  |               |   |  |               |  
|Comprehensive loss                      |  | (437,128            | ) |  | (384,406      | ) |  | (427,113      | )

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)

|                                                                                  |  | Nine Months   |  
|--------------------------------------------------------------------------------- |  | ------------- | -
|                                                                                  |  | Ended         |  
|                                                                                  |  | September 30, |  
|                                                                                  |  | 2005          |  
|                                                                                  |  | $             |  
|Cash Flows Used In Operating Activities                                           |  |               |  
|Net loss for the period                                                           |  | (426,030      | )
|Adjustments to reconcile net
      loss to net cash used in operating activities: |  |               |  
|Stock based compensation                                                          |  | 339,762       |  
|Changes in operating assets and
      liabilities:                                |  |               |  
|(Increase) in deposits                                                            |  | (25,000       | )
|Increase in
      accounts payable and accrued liabilities                        |  | 26,858        |  
|Increase in loans payable                                                         |  | 5,204         |  
|Increase in accounts payable -
      related parties                              |  | 11,009        |  
|Net Cash Used in
      Operating Activities                                       |  | (68,197       | )
|                                                                                  |  |               |  
|Investing Activities                                                              |  |               |  
|Net cash acquired on business
      acquisition                                   |  | 565           |  
|Net Cash Provided
      By Investing Activities                                   |  | 565           |  
|                                                                                  |  |               |  
|Financing Activities                                                              |  |               |  
|Proceeds from issuance of
      common stock                                      |  | 98,287        |  
|Net Cash Provided
      By Financing Activities                                   |  | 98,287        |  
|Effect of Exchange Rate Changes on Cash                                           |  | (703          | )
|Increase in Cash and Cash Equivalents                                             |  | 29,952        |  
|Cash and Cash Equivalents, beginning of period                                    |  | 384           |  
|Cash and Cash
      Equivalents, end of period                                    |  | 30,336        |  
|                                                                                  |  |               |  
|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 |   |  |          |  
|                                                         |  |             |   |  |         |   |  | Additional |  |  | Other         |   |  | During the  |   |  |          |  
|                                                         |  | Common      |   |  |         |   |  | Paid-In    |  |  | Comprehensive |   |  | Development |   |  |          |  
|                                                         |  | Stock       |   |  | Amount  |   |  | Capital    |  |  | 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   |   |  |           |  |  |              |   |  | (66,839     | ) |  | (60,416  | )
|                                                         |  |             |   |  |         |   |  |            |  |  |               |   |  |             |   |  |          |  
|- 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     | ) |  |         |  
|                                                         |  |             |   |  |         |   |  |            |  |  |               |   |  |             |   |  |          |  
|Issue of common stock for cash on exercise of            |  |             |   |  |         |   |  |            |  |  |               |   |  |             |   |  |          |  
|stock options                                            |  | 260,000     |   |  | 260     |   |  | 77,740     |  |  |              |   |  |            |   |  | 78,000   |  
|                                                         |  |             |   |  |         |   |  |            |  |  |               |   |  |             |   |  |          |  
|Stock based compensation                                 |  |            |   |  |        |   |  | 339,762    |  |  |              |   |  |            |   |  | 339,762  |  
|                                                         |  |             |   |  |         |   |  |            |  |  |               |   |  |             |   |  |          |  
|Foreign Currency translation adjustment                  |  |            |   |  |        |   |  |           |  |  | (1,083        | ) |  |            |   |  | (1,083   | )
|                                                         |  |             |   |  |         |   |  |            |  |  |               |   |  |             |   |  |          |  
|Net loss for the period                                  |  |            |   |  |        |   |  |           |  |  |              |   |  | (426,030    | ) |  | (426,030 | )
|                                                         |  |             |   |  |         |   |  |            |  |  |               |   |  |             |   |  |          |  
|Balance  September 30, 2005                             |  | 36,730,050  |   |  | 36,730  |   |  | 417,502    |  |  | (1,083        | ) |  | (512,983    | ) |  | (59,834  | )

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

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|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 nine-month period ended September 30, 2005
      are not necessarily indicative of results for the entire year ending
      December 31, 2005.                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | As of September 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 $436,045 since inception and has a
      working capital deficiency of $60,048 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | As at September 30, 2005, $2,919 is owing to a director
      and officer of the Company, $4,271 is owing to a shareholding Company, and
      $17,740 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)                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                      
|   | c)                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                      
|   | d)                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                      
|   | e)                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                      
|   | f)                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                      
|   | g)                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                      
|   | h)                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                      
|   | i)                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                      
|   | j)                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                      
|   | k)                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                      
|5. | Stock Options                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                      
|   | On February 25, 2005, the Company adopted a Stock Option
      Plan (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.             
|   |                                                                                                                                                                                                                                                                                                                      
|   | 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. On September 26, 2005, these shares were registered on a
      Form S - 8 registration.
|   |                                                                                                                                                                                                                                                                                                                      
|   | On September 16, 2005, the Company adopted the September
      2005 Non-Qualified Stock Compensation Plan (the September 2005
      Non-Qualified Plan) under which the Company is authorized to issue up to
      2,000,000 shares of common stock, to be registered on a Form 8
      registration.              

---

|5. | Stock Options (continued)                                            
|-- | ---------------------------------------------------------------------
|   |                                                                      
|   | A summary of the Companys stock option activity is as
      follows:

| |                              |  | September 30, 2005 |  
| | ---------------------------- |  | ------------------ | -
| |                              |  |                    |  
| |                              |  | Number of          |  
| |                              |  | shares             |  
| |                              |  |                    |  
| | Balance, beginning of period |  | 465,000            |  
| | Options granted              |  | 1,000,000          |  
| | Options exercised            |  | (260,000           | )
| | Options expired              |  | -                  |  
| | Options cancelled            |  | -                  |  
| |                              |  |                    |  
| | Balance, end of period       |  | 1,205,000          |  

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         | 0%    | 
| | ------------------------------- | ----- | 
| | Risk-free interest rate         | 3.57% | 
| | Expected volatility             | 299%  | 
| | Expected option life (in years) | 5.00  | 

|   | During the nine-month period ended September 30, 2005,
      the Company recorded stock-based compensation of $339,762 which is
      included with consulting and management fees on the statement of
      operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|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. | Commitments      
|-- | -----------------
|   |                  
|   | a)               
|   |                  
|   | b)               
|   |                  
|8. | Subsequent Events
|   |                  
|   | a)               
|   |                  
|   | b)               

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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" and the Company 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.

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

During the past three years, excluding the most recent period
of approximately nine months, Fairchild was primarily engaged in the oil and gas
industry, and participated in a number of oil and gas wells. During the past
nine months, we have been actively seeking business opportunities and potential
acquisitions in energy related fields, in particular opportunities associated
with intellectual properties, patents, technology or processes related to the
processing or generation of energy or fuel.

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. As of November 15, 2005, the only
remaining wells in which we had 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.

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.

Syngas is a private company in the business of developing and
commercializing methods to produce energy such as synthetic gas, hydrogen or
electricity. Syngas underlying strategy is to provide a viable alternative

---

to burying or sea dumping waste which consequently poisons
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.

Through Syngas, we are focusing on the development and
marketing of our gasification and other acquired technology. 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 its
gasification technology.

On November 1, 2005, Syngas completed the acquisition from
975110 Alberta Ltd. of a low cost hydrogen production technology. The
technology, called PyStR (Pyrolysis Steam Reformer) involves the production of
hydrogen from a variety of inputs, including coal and biomass.

Results of Operations

Nine Months Ended September 30, 2005, Three Months Ended
September 30, 2005 and Period from inception to September 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 Syngas since
inception.

Upon conclusion of the reverse acquisition of Syngas, we
assumed the financial obligations of Syngas.

For the period commencing on the date of Syngas’ inception
  (December 14, 2004) to September 30, 2005, we incurred a loss of $(436,045).
  These losses were mainly occasioned due to the assumption by us of the consulting
  and management expense of Syngas $(390,132). Additional losses for this same
  period $(46,996) were incurred as a result of general and administrative expenses
  and professional fees. Losses during the three months ended September 30, 2005
  amounted to $(383,404), and for the nine months ended September 30, 2005, Fairchild
  has incurred a loss of $(426,030).

Due to 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 nine months ended September 30, 2005 we
generated no revenues. Also, since Syngas inception (December 14, 2004) to
September 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 nine months ended September 30, 2005, Fairchild
incurred expenses of $426,030, comprised of $380,117 in consulting and
management fees, $10,859 in general and administrative fees ($3,873 in research
and development, $1,009 in travel expenses, $520 in postage and courier, and the
balance in gas and vehicle expense, filing and regulatory, office, rent and
utilities, bank charges, meals and foreign exchange translation), and $35,054 in
professional fees for accounting, auditing and legal services.

During the three months ended September 30, 2005, Fairchild
incurred expenses of $ 383,404, comprised of $ 349,730 in consulting and
management fees, $4,165 in general and administrative fees (consisting of

---

filing and regulatory, rent, utilities and bank charges),
  and $29,509 for professional fees for accounting, auditing and legal services.

Since the date of inception of Syngas (December 14, 2004) to
  September 30, 2005, Fairchild incurred expenses of $436,045, comprised of $
  390,132 in management and consulting fees, $10,859 in general and administrative
  fees ($3,873 in research and development, $1,009 in travel expenses, $520 in
  postage and courier, and the balance in gas and vehicle expense, filing and
  regulatory, office, rent and utilities, bank charges and meals), and $35,054
  in professional fees for accounting, auditing and legal services.

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 approximately $3,000,000 for general working capital, to fund
development of its gasification technologies and its PyStR technology and for rent 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. We believe we currently do not have sufficient capital to fund development and commercialization activities of our technologies through to June 30, 2006.

During the nine months ended September 30, 2005, we raised $98,287 as proceeds from the issuance of our common stock, including 260,000 shares issued upon exercise of stock options for proceeds of $78,000. During the same period, we issued
$339,762 worth of stock based compensation for consulting services.

As of September 30, 2005 we had cash and cash equivalents of
  $30,336, and prepaid expenses and depositsof $33,654. As of September 30, 2005,
  we had total current assets of $63,990 and total current liabilities of $124,038,
  consisting of $49,256 in accounts payable and accrued liabilities, $24,930 in
  accounts payable to related parties and $49,852 in loans payable. As of September
  30, 2005 we had a net working capital deficiency of ($59,834).

Subsequent Events

On November 1, 2005, Syngas acquired all right and title to the PyStR (Pyrolysis Steam Reformer) technology, which includes a process and apparatus for low cost hydrogen generation, from 975110 Alberta Ltd., a company owned and controlled by Wilf
Ouellette, Chief Executive Officer of Syngas and a director of Fairchild. The PyStR technology was acquired for cash consideration of $25,000 plus royalties of 2% of gross sales for non-hydrogen producing apparatus, or a one time royalty fee per
hydrogen generator based on the rate of hydrogen production. On November 7, 2005, Fairchild issued 1,000,000 in consulting fees associated with the completion of the acquisition of the PyStR technology and for other consulting services.

Plan of Operation

We intend to relinquish our interests in the last remaining Tehama County, California oil and gas wells in which we have an interest in order to cover debts we have incurred related to these wells.

Syngas has agreed to begin construction on a demonstration sized installation of the PyStR technology no later than February 14, 2008. Also, Syngas is obligated to sell at least one commercial installation using the PyStR technology by the end of
2008. If Syngas fails to carry out either of these obligations, all rights and interests in the hydrogen technology will revert back to the creator of the technology at the end of 2008.

Our plan of operation for the 12-month period commencing on the date of this prospectus is to continue implementing our business strategy, including the continued improvements of our hydrogen gas generator and the commercializing of recently
acquired PyStR low cost hydrogen process.

We also intend to expand our technology base by seeking complementary technologies to our PyStR and other hydrogen gas generating processes through purchasing or licensing arrangements. We intend to

---

maintain our subsidiary 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.

In order to successfully implement our business plan, we
anticipate that we will require approximately $3,000,000 in additional working
capital over the next twelve months. Until such time as we begin to develop
revenues, we will be reliant upon the proceeds from sales of our securities for
the source of our funding.

Following is our estimated budget for the next twelve
months:

|                                                                                                                                                                                                                                                         | $        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------
|Licensing and Equipment development - Design, engineering
      and testing expenses for the processing of low heat value waste products
      (including milestone payments that we expect to be triggered under technology
      licensing agreements) | 1,500,000
|
|
|
|Manufacturing - Cost associated with
      constructing gas generators                                                                                                                                                                                   | 750,000  
|Rent for our facilities                                                                                                                                                                                                                                  | 250,000  
|General corporate, administrative and working
      capital                                                                                                                                                                                              | 500,000  

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 $3,783 in research and
development since its inception on December 14, 2004 to September 30, 2005 to
develop its gasification technology. We intend, in the future, to spend
approximately $2,250,000 for licensing, equipment development and trials, and
costs associated with constructing gas generators.

Purchase of Significant Equipment

Other than as disclosed above, we do not intend to purchase any
additional significant equipment through September 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. We anticipate hiring three to four additional
full-time employees in technical, regulatory and administrative support.

In addition, we intend to use senior advisors, consultants,
technical research organizations and third parties to perform certain aspects of
product development, manufacturing, engineering and design development, and
regulatory and quality assurance functions.

---

Related Party Transactions

As at September 30, 2005, $2,919 was owing to Anish Somani, previously
  a director and officer of Fairchild, $4,271 was owing to Del-Mar Venture Corp.,
  a shareholder of Syngas, and $17,740 was 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.

On November 7, 2005 we issued 1,000,000 shares to a company
owned by a relative of a controlling shareholder in Fairchild. The shares were
issued pursuant to an agreement entered into on November 7, 2005 for the
provision of consulting services relating to the completion of the acquisition
of the PyStR technology and the development of Fairchilds business.

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, we carried out an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures. This evaluation was carried out under the supervision and with the
participation of our management, including our President, Chief Executive
Officer and Chief Financial Officer. Based upon that evaluation, our President,
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective to ensure that material
information required to be disclosed by it in the reports that we file under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission rules and forms.

Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer as appropriate, to allow timely decisions regarding required
disclosure. We evaluate the internal controls on a regular basis to ensure that
we are in compliance with our policies.

There have been no significant changes in our internal controls
or in other factors, which could significantly affect internal controls
subsequent to the date we carried out our evaluation.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

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Item 5. Other Information.

Fairchild entered into an agreement with 0719746 B.C. Ltd. for
  the provision of consulting services during the term from September 1, 2005
  to December 31, 2005. Pursuant to the agreement 0719746 B.C. Ltd. assisted Syngas
  in completing due diligence and in negotiating to acquire rights to the PyStR
  technology, and agreed to develop the business of Fairchild and its subsidiary,
  Syngas, and to assist the companies in identifying potential business opportunities
  or acquisitions in energy related fields, and to perform due diligence and provide
  advice regarding the completion of such acquisitions or opportunities. In accordance
  with the agreement, on November 7, 2005, Fairchild issued to 0719746 B.C. Ltd.
  1,000,000 of its common shares. 0719746 B.C. Ltd. is a wholly owned subsidiary
  of an individual who is the relative of a shareholder who owns 10,000,000 shares
  of Fairchild.

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

Exhibit Number and Description

|10.1 | Share Exchange Agreement dated January 28, 2005 (filed
        as Exhibit 10.1 to our Form 8-K filed on April 14, 2005)                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                              
|10.2 | Share Exchange Agreement dated January 28, 2005 (filed
        as Exhibit 10.2 to our Form 8-K filed on April 14, 2005)                                                                      
|     |                                                                                                                                                                                              
|10.3 | Addendum dated July 4, 2005 to Share Exchange Agreement
        (filed as Exhibit 10.3 to our Form 8-K filed on July 7, 2005)                                                                
|     |                                                                                                                                                                                              
|10.4 | Assignment Agreement between R. Sadowski and 975110
        Alberta Ltd. (filed as Exhibit 10.1 to our Form 8-K filed on November
        4, 2005)                                           
|     |                                                                                                                                                                                              
|10.5 | Assignment Agreement between 975110 Alberta Ltd. and
        Syngas Energy Corp. (filed as Exhibit 10.2 to our Form 8-K filed on November
        4, 2005)                                   
|     |                                                                                                                                                                                              
|10.5 | Consulting Agreement with
        0719746 B.C. Ltd. dated November 7, 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
|------------------------ | -----------------------------------
|                         |                                    
|Dated: November 18, 2005 | /s/
      Robert Klein             
|                         | Robert Klein                       
|                         | President, Chief Executive Officer,
|                         | Chief Financial Officer            
|                         |                                    
|                         |                                    
|Dated: November 18, 2005 | /s/
      Wilf Ouellette           
|                         | Wilf Ouellette, Director           

---