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

FORM 10-QSB

(Mark One)

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

For the quarterly period endedMarch 31, 2005

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

For the transition period from _______________ to _______________

Commission file number 000-28305

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

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

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

604.646.5611
  (Issuer's telephone number)

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

34,487,550 common shares, par value $0.001 as at
  May 15, 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 of Fairchild International Corporation

It is the opinion of management that the interim financial statements for
  the quarter ended March 31, 2005 include all adjustments necessary in order
  to ensure that the financial statements are not misleading.

Vancouver, British Columbia
  Date: May 19, 2005

/s/ Anish Somani
  ___________________________________________
  Director of Fairchild International Corporation

|Fairchild International Corporation |      
|----------------------------------- | -----
|March 31, 2005                      |      
|(Unaudited)                         |      
|                                    | Index
|                                    |      
|Balance Sheets                      | F-1  
|                                    |      
|Statements of Operations            | F-2  
|                                    |      
|Statements of Cash Flows            | F-3  
|                                    |      
|Notes to the Financial Statements   | F-4  

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FAIRCHILD INTERNATIONAL CORPORATION

Balance Sheets 
  (Expressed in US dollars)

|                                                                        | March 31,   |   | December 31, |  
|----------------------------------------------------------------------- | ----------- | - | ------------ | -
|                                                                        | 2005        |   | 2004         |  
|                                                                        | $           |   | $            |  
|                                                                        | (Unaudited) |   | (Audited)    |  
|                                                                        |             |   |              |  
|Assets                                                                  |             |   |              |  
|                                                                        |             |   |              |  
|Current Assets                                                          |             |   |              |  
|                                                                        |             |   |              |  
|Cash and cash equivalents                                               | -           |   | 4,198        |  
|Prepaid expenses and other                                              | 3,734       |   | 454          |  
|                                                                        |             |   |              |  
|Total Current Assets                                                    | 3,734       |   | 4,652        |  
|                                                                        |             |   |              |  
|Oil and Gas Interests, successful efforts method (Note 2)               | -           |   | 7,300        |  
|                                                                        |             |   |              |  
|Total Assets                                                            | 3,734       |   | 11,952       |  
|                                                                        |             |   |              |  
|                                                                        |             |   |              |  
|Liabilities and Stockholders' (Deficit) Equity                          |             |   |              |  
|                                                                        |             |   |              |  
|Current Liabilities                                                     |             |   |              |  
|                                                                        |             |   |              |  
|Bank overdraft                                                          | 1,472       |   | -            |  
|Accounts payable and
      accrued liabilities                          | 30,587      |   | 44,231       |  
|Accounts payable -
      related parties (Note 3)                       | 1,230       |   | 1,230        |  
|Loans payable                                                           | 44,648      |   | 16,200       |  
|                                                                        |             |   |              |  
|Total Current Liabilities                                               | 77,937      |   | 61,661       |  
|                                                                        |             |   |              |  
|Long-term Liabilities                                                   |             |   |              |  
|                                                                        |             |   |              |  
|Asset retirement obligation                                             | -           |   | 5,625        |  
|                                                                        |             |   |              |  
|Total Liabilities                                                       | 77,937      |   | 67,286       |  
|                                                                        |             |   |              |  
|Stockholders' Equity (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: 4,287,550 shares
      (December 31, 2004 – 2,000,000 shares)   | 4,288       |   | 2,000        |  
|                                                                        |             |   |              |  
|Additional Paid-In Capital                                              | 3,320,150   |   | 2,678,672    |  
|                                                                        |             |   |              |  
|Common Stock to be Issued                                               | -           |   | 43,766       |  
|                                                                        |             |   |              |  
|Deficit                                                                 | (3,398,641  | ) | (2,779,772   | )
|                                                                        |             |   |              |  
|Total Stockholders’ Equity (Deficit)                                    | (74,203     | ) | (55,334      | )
|                                                                        |             |   |              |  
|Total Liabilities and Stockholders’ Equity (Deficit)                    | 3,734       |   | 11,952       |  

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

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FAIRCHILD INTERNATIONAL CORPORATION

Statements of Operations 
  (Expressed in US dollars) 
  (Unaudited)

|                                                              | Three Months Ended |  
|------------------------------------------------------------- | ------------------ | -
|                                                              | March 31,          |  
|                                                              | 2005               |  
|                                                              | $                  |  
|                                                              |                    |  
|Revenues                                                      |                    |  
|                                                              |                    |  
|Oil and gas                                                   | -                  |  
|                                                              |                    |  
|Expenses                                                      |                    |  
|                                                              |                    |  
|Consulting                                                    | 600,000            |  
|Depletion and accretion                                       | -                  |  
|Exploration expenses                                          | -                  |  
|Loss on relinquishment
      of oil and gas property interest | 1,675              |  
|General and administrative                                    | 5,145              |  
|Management fees                                               | -                  |  
|Oil and gas operating                                         | -                  |  
|Professional fees                                             | 12,048             |  
|Related Party                                                 |                    |  
|Administration fees                                           | -                  |  
|                                                              |                    |  
|                                                              | 618,868            |  
|                                                              |                    |  
|Net loss                                                      | (618,868           | )
|                                                              |                    |  
|Net Loss Per Share – Basic and Diluted                        | (0.25              | )
|                                                              |                    |  
|Weighted Average Shares Outstanding                           | 2,440,000          |  

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

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FAIRCHILD INTERNATIONAL CORPORATION

Statements of Cash Flows (Expressed in US dollars) (Unaudited)

|                                                          | Three Months Ended |  
|--------------------------------------------------------- | ------------------ | -
|                                                          | March 31,          |  
|                                                          | 2005               |  
|                                                          | $                  |  
|                                                          |                    |  
|Cash Flows From Operating Activities                      |                    |  
|Net loss for the period                                   | (618,868           | )
|Items not involving
      cash:                           |                    |  
|Depletion and accretion                                   | -                  |  
|Loss on relinquishment of oil and gas property interest   | 1,675              |  
|Issue of shares for fees                                  | 600,000            |  
|Stock-based compensation                                  | -                  |  
|Changes in operating
      assets and liabilities:        |                    |  
|Decrease in accounts receivable                           | (3,280             | )
|Increase in accounts payable and accrued liabilities      | (13,645            | )
|(Decrease) increase in accounts payable - related parties | -                  |  
|                                                          |                    |  
|Net Cash (Used in) Provided By Operating Activities       | (34,118            | )
|                                                          |                    |  
|Investing Activities                                      |                    |  
|Oil and gas property costs                                | -                  |  
|                                                          |                    |  
|Net Cash (Used In) Investing Activities                   | -                  |  
|                                                          |                    |  
|Financing Activities                                      |                    |  
|Proceeds from (repayment
      of) loans payable          | 28,448             |  
|Payments to affiliated company                            | -                  |  
|                                                          |                    |  
|Net Cash Provided By Financing Activities                 | 28,448             |  
|                                                          |                    |  
|                                                          |                    |  
|Decrease in Cash and Cash Equivalents                     | (5,670             | )
|                                                          |                    |  
|Cash and Cash Equivalents, beginning of period            | 4,198              |  
|                                                          |                    |  
|Bank overdraft/Cash and Cash Equivalents, end of period   | (1,472             | )
|                                                          |                    |  
|Non-Cash Financing Activities                             |                    |  
|                                                          |                    |  
|Stock issued for fees                                     | 600,000            |  
|                                                          |                    |  
|Supplemental Disclosures                                  |                    |  
|                                                          |                    |  
|Cash paid for taxes                                       | -                  |  
|Cash paid for interest                                    | -                  |  

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

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FAIRCHILD INTERNATIONAL CORPORATION

Notes to the Financial Statements
  (Expressed in US dollars)

|1. | Basis of Presentation and Going Concern Considerations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | 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 three-month period ended March 31, 2005
      are not necessarily indicative of results for the entire year ending December
      31, 2005.
|  
|   | As of March 31, 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. The Company
      incurred losses from operations of $618,868 and $59,734 for the
      three-month periods ended March 31, 2005 and 2004, respectively. These conditions,
      among others, give rise to substantial doubt about the Company’s ability
      to continue as a going concern.                                                              
|  
|2. | Oil and Gas Interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |                                                           | March 31, |   | December 31, |  
| | --------------------------------------------------------- | --------- | - | ------------ | -
| |                                                           | 2005      |   | 2004         |  
| |                                                           | $         |   | $            |  
| |                                                           |           |   |              |  
| | Proved oil and gas properties and related
      equipment |           |   |              |  
| | - California, USA                                         | 78,191    |   | 78,191       |  
| | - Saskatchewan, Canada                                    | -         |   | 131,370      |  
| |                                                           |           |   |              |  
| |                                                           | 78,191    |   | 209,561      |  
| | Non-producing oil and gas properties                      |           |   |              |  
| | - Texas, USA                                              | -         |   | 20,631       |  
| |                                                           | 78,191    |   | 230,192      |  
| | Accumulated depletion and impairment allowances           | (78,191   | ) | (222,892     | )
| |                                                           |           |   |              |  
| | Balance, end of period                                    | -         |   | 7,300        |  

| | Oil and Gas Interests – California, USA
      The Company has a 5% working interest in three wells and a 2.7% working
        interest in a fourth well in Tehama County, California.
      Oil and Gas Interests – Saskatchewan, Canada
      Under a participation agreement entered into in 2002 with Patch Energy
        Inc. (“Patch”), the Company had a 4.167% working interest
        in the first set of ten wells drilled in Kerrobert, Saskatchewan. During
        the year ended December 31, 2003, the Company entered into a second participation
        agreement to earn a 1.75% interest in a second set of nine additional
        wells drilled. The agreements were with a Company with a common officer.
        The Company had an option to acquire a 6.75% working interest in future
        oil wells in the Kerrobert drilling program. The Company entered into
        an agreement dated April 15, 2005 to relinquish its interest in the Kerrobert
        Saskatchewan Oil and Gas Drilling Program to Patch in consideration for
        Patch forgiving all indebtedness owing by the Company to Patch. Accordingly,
        all costs and the asset retirement obligation balance have been written
        off to operations.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|2. | Oil and Gas Interests (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Oil and Gas Interests – Texas,
      USA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company entered into an agreement
      dated November 6, 2003 to earn a 1.875% interest in a test well by incurring
      1.875% of the costs associated with the acquisition of the interest. The
      agreement is with a Company with a common officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company entered into assignment
      agreements dated February 23, 2004 pursuant to the terms of a sub- participation
      agreement dated November 6, 2003 between the Company and Patch International
      Inc. (formerly Patch Energy Inc.) (“Patch”), where the Company
      was granted the right to earn a 1.875% interest in the Test Well and the
      Program Lands, being a one-half share of the interest, in consideration
      of incurring an equal percentage of the costs associated with the acquisition
      of the Interest. The Company has assigned two fifths of its interest in
      the sub-participation agreement, being the right to earn an interest of
      0.375 of 1% in the Test Well and the Program Lands, in consideration of
      the assumption of an equal share (2/5) of the Company’s costs under
      the sub- participation agreement. The costs of the test well were written
      down in the prior fiscal year, due to an impairment valuation. The Company
      entered into an agreement dated April 15, 2005 to relinquish its interest
      in the test well to Patch in consideration for Patch forgiving all indebtedness
      owing by the Company to Patch. Accordingly, all costs and the asset retirement
      obligation balance have been written off to operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|4. | Common Stock (continued)
|-- | ------------------------
|  
|   | c.                      
|  
|   |                         
|  
|   |                         

| |  |                              | March 31, 2005 |  | December 31, 2004
| |  | ---------------------------- | -------------- |  | -----------------
| |  |                              |                |  | Weighted         
| |  |                              | Number of      |  | average          
| |  |                              | shares         |  | exercise price   
| |  |                              |                |  |                  
| |  | Balance, beginning of period | -              |  | -                
| |  | Options granted              | -              |  | -                
| |  | Options exercised            | -              |  | -                
| |  | Options expired              | -              |  | -                
| |  | Options cancelled            | -              |  | -                
| |  |                              |                |  |                  
| |  | Balance, end of period       | -              |  | -                

| |  | Refer to Note 6.
      The following table illustrates the effect on net loss per share as
        if the fair value method had been applied to all outstanding and vested
        awards in each period.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                            | Three months ended |  
| | ---------------------------------------------------------- | ------------------ | -
| |                                                            | March 31,          |  
| |                                                            | 2005               |  
| |                                                            | $                  |  
| |                                                            |                    |  
| | Net loss — as reported                                     | (618,868           | )
| | Add: Stock-based compensation expense included in net      |                    |  
| | loss — as reported                                         | -                  |  
| | Deduct: Stock-based compensation expense                   |                    |  
| | determined under fair value method                         | -                  |  
| |                                                            |                    |  
| | Net loss — pro forma                                       | (618,868           | )
| |                                                            |                    |  
| | Net loss per share (basic and diluted) —
      as reported | (0.25              | )
| | Net loss per share (basic and diluted) — pro forma         | (0.25              | )

|5. | Commitment
      The Company entered into two consulting agreements dated January 1,
        2005 where the consultants will assist in identifying potential business
        opportunities or potential business acquisitions in energy related fields,
        perform due diligence on potential acquisitions, and provide advice in
        negotiating terms and conditions for a period of six months. The Company
        is to issue up to a maximum of 4,000,000 shares of common stock upon the
        completion of an acquisition. If no successful acquisition is completed
        by the Company during the six month term, then the Company is not obligated
        to issue any shares. An acquisition was subsequently completed on April
        8, 2005 and the two consultants received 2,000,000 shares of common stock
        during the three-month period ended March 31, 2005 valued at $500,000.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|6. | 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"
  mean Fairchild International Corporation, unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

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

Corporate History

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

Our Current Business

Although Fairchild’s primary business activities during the past three
  years have been related to participation in oil and gas wells, Fairchild has
  relinquished many of its oil and gas interests and intends to focus its business
  in the acquisition and development of alternative fuel and energy technologies.
  During the quarter ended March 31, 2005, Fairchild was mainly involved in phasing
  out its oil and gas activities and identifying and negotiating for the acquisition
  of alternative fuel technology.

Acquisition

On April 8, 2005, Fairchild completed the acquisition of Syngas Energy Corp.
  (“Syngas”), a developer of integrated gasification production system
  technologies that produce energy in the form of methane and natural gas as well
  as electricity. With the completion of the acquisition, Fairchild acquired 100%
  of the outstanding capital stock of Syngas in exchange for the issuance of 30,
  047,500 common shares of Fairchild. As a result of the issuance, the five prior
  shareholders of Syngas now hold approximately 87% of

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the outstanding common stock of Fairchild. The consideration exchanged in
  connection with this transaction was determined through negotiation by the parties.

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

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

Tehama County, California

On April 15, 2002, we entered into a Farmout Agreement with Whittier Energy
  Company (formerly Olympic Resources (Arizona) Ltd.) wherein we have the right
  to earn from Whittier an assignment of Whittier's interest in oil and gas leasehold
  interests in certain lands located in Tehama County, California. Pursuant to
  the Farmout Agreement, upon payment of a fee of $15,000 for each test well,
  representing payment for a 3.75% interest in the information and data relating
  to each test well, and 5% of the costs of drilling and completion as set forth
  in the Farmout Agreement, we could earn and Whittier would assign a 3.75% undivided
  interest in five test wells. We had the right to earn a reduced 2.025% interest
  in a further test well upon payment of 2.7% of the drilling and completion costs
  and payment of a fee of $8,100 for a 2.025% interest in the data and information
  with respect to such well. During the year ended December 31, 2002, we acquired
  a 3.75% undivided interest in four test wells, and incurred net expenditures
  under the Farmout Agreement of $102,107, which figure includes the allocation
  to Patch International Inc. (formerly Patch Energy Inc.) ("Patch") of its 20%
  working interest in our 3.75% interest. The Whittier wells in Tehama County
  are almost dry and no longer generating revenues and as a result Fairchild earned
  no revenues from the Farmout Agreement during the quarter ended March 31, 2005.

Saskatchewan, Canada

On June 25, 2002, we entered into a participation agreement with Patch to
  participate in a sixty well drilling program. The oil field is located in Saskatchewan,
  Canada in the area known as the Kerrobert in the Viking Formation near the Alberta-Saskatchewan
  Border.Under this participation agreement, we had the right to earn
  a 12.5% interest in certain drilled wells by incurring, subject to financing,
  15.625% of the costs associated with a 10 test well drilling program. This interest
  represents one-half of the interest which was otherwise then held by Patch under
  a farmout agreement with True Energy Inc., a Toronto Stock Exchange listed company,
  as operator. We subsequently entered into a new agreement with Patch to reduce
  our participation.

On December 2, 2002 we entered into a new participation agreement with Patch
  which replaced the agreement of June 25, 2002. Pursuant to the terms of a farmout
  and joint operating agreement dated May 1, 2002 between Patch, True Energy Inc.
  and Arsenal Energy Inc., Patch had the right to earn a 12.5% interest in the
  Farmout Lands (as defined in the Farmout Agreement) by incurring 15.625% of
  the costs (the "Initial Costs") associated with the Test Wells (as defined in
  the Farmout Agreement).

Pursuant to the terms of the participation agreement, Fairchild had the right
  to earn up to a one-third (1/3) share of the Interest (the "Partial Interest"),
  being a 4.167% interest in the 10 Test Wells in consideration of incurring an
  equal portion of the costs to a maximum of 5.208% of the costs associated with
  the Test Wells. In order for Fairchild to earn a Partial Interest, it was to
  pay for costs otherwise to be incurred by Patch pursuant to the terms of the
  Farmout Agreement, equal to the amount of the Partial Interest to be earned
  by

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Fairchild (the "Partial Costs") and Fairchild was to pay such Partial Costs
  as and when requested by Patch in order that Patch might fulfill its obligations
  under the Farmout Agreement in respect of the Partial Costs provided that, if
  Fairchild failed to make such payments, its right to earn the Partial Interest
  would cease and the agreement was to be terminated.

On February 10, 2003, we entered into another participation agreement with
  Patch in order to earn a partial interest in a further 9 well drill program
  (the "Second Program"). The Second Program is now complete. We have earned our
  1.75% interest, being a one-sixth share of the interest of Patch in the Second
  Program. For the nine months ended March 31, 2005 we expended $506 representing
  our 2.5% portion of the costs associated with the Second Program and earned
  a total of $6,342 in revenue net of royalties from our interest in the Second
  Program.

On April 3, 2003, we entered into an amendment agreement (the "Amendment Agreement")
  to the participation agreement dated February 10, 2003 with Patch. Patch has
  confirmed with Fairchild that its ability to continue to earn a 12.5% interest
  in any wells drilled on certain lands located in the Kerrobert Area of Saskatchewan,
  Canada, under the terms of a Farmout and Joint Operation Agreement with Arsenal
  Energy and True Energy, as operator, is contingent upon Patch paying 15.625%
  of the costs associated with such wells. The Amendment Agreement provides that
  Fairchild was obligated to incur 2.5% of the costs associated with the second
  9 well drill program on the Farmout Lands in order to earn a 1.75% interest
  in such wells, as opposed to incurring 1.75% of the costs as the original participation
  agreement provided for, reflecting the increased costs to which Patch is subject.

On November 5, 2003, we entered into a participation agreement with Patch
  in order to earn a 6.75% working interest in future oil wells in the Kerrobert
  drilling program in consideration of incurring 8.4375% of the costs associated
  with any such subsequent wells. No further wells have been drilled on the Farmout
  Lands subsequent to the entering into of this agreement.

During the last quarter, Fairchild’s management determined that it was
  no longer in the best interests of Fairchild to continue participation in the
  Kerrobert wells and on April 15, 2005, Fairchild entered into an agreement with
  Patch to relinquish its interest in the wells in consideration for Patch forgiving
  all indebtedness owing the Fairchild to Patch and assuming some debts incurred
  by Fairchild in relation to the Kerrobert agreements. Fairchild generated no
  revenues from the Kerrobert properties during the quarter ended March 31, 2005.

Manahuilla Creek, Texas, USA

On November 6, 2003 we entered into a participation agreement with Patch to
  participate in an oil and gas prospect located in Goliad County, Texas. Patch
  holds an agreement with PB Energy USA, Inc. ("PB") whereby Patch has a right
  to acquire a 3.75% participating working interest in a test well and the oil
  and gas lands leased by PB in Goliad County by paying 5% of the acquisition
  costs ($15,000), 5% of the costs of the test well and 3.75% of the costs
  relating to the development of the oil and gas lands. Under our agreement with
  Patch (the "Sub-Participation Agreement") we have a right to earn one-half of
  Patch's interest (1.875%) by paying one-half of Patch's costs. As at March 31,
  2005, we have paid Patch $7,500 being one-half of the $15,000 previously
  paid by Patch on account of the acquisition costs and $18,630 against future
  costs to be incurred.

On February 23, 2004, we entered into an assignment agreement whereby we agreed
  to assign to Habanero Resources Inc. one-fifth (1/5) of our interest in the
  Sub-Participation Agreement, being the right to earn a .375% interest in the
  test well and the program lands in consideration of Habanero assuming an equal
  share (1/5) of our costs under the Sub-Participation Agreement. On April 15,
  2005, Fairchild entered into an agreement with Patch whereby Fairchild agreed
  to relinquish its Texas oil and gas interests to Patch in consideration for
  Patch assuming certain debts of Fairchild. During the quarter ended March 31,
  2005, Goliad County oil and gas test well was no longer operating and as a result,
  Fairchild received no revenues from these properties.

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Naftogaz, Ukraine

On November 7, 2003 we entered into an agreement with Patch whereby Patch
  agreed to negotiate with us so as to give Fairchild the opportunity to participate
  in any venture Patch may become involved in as a result of its relationship
  with NAFTOGAZ, the Ukrainian State oil company. To date no such ventures have
  been finalized. Fairchild does not anticipate that it will participate in negotiations
  in the future pursuant to this agreement.

General

On January 1, 2005, Fairchild entered into two consulting agreements, one
  with Robert Jarva, and one with Aarif Jamani, whereby the consultants agreed
  to assist in identifying suitable oil and gas properties, intellectual properties
  patents, technology or processes related to the processing or generation of
  energy or fuel suitable for acquisition by Fairchild, perform due diligence
  on potential acquisitions, and provide advice in negotiating terms and conditions
  for a period of six months. Fairchild agreed to issue up to a maximum of 4,000,000
  shares of common stock for the successful identification of such potential technology
  acquisitions. During the quarter ended March 31, 2005, the consultants identified
  several such properties, one which led to the acquisition by Fairchild of Syngas,
  and one for which Fairchild is in continuing negotiations. In March, 2005, Fairchild
  issued 2,000,000 shares to the consultants, valued at $500,000, as partial
  consideration for their services.

During the quarter ended March 31, 2005, Fairchild also issued 156,766 shares
  in its common stock, valued at $78,303, to George Tsafalas and 130,766 shares
  of its common stock, valued at $65,383 to David Stadnyk, both for consulting
  services pursuant to consulting agreements.

Results of Operations

Fiscal Quarter Ended March 31, 2005 Compared to Fiscal Quarter Ended March
  31, 2004

We incurred a net loss of $(618,868) from continuing operations for the
  three months March 31, 2005 compared to a net loss of $(59,734) for the
  same quarter ending March 31, 2004. The net loss from continuing operations
  is due primarily to costs associated with consulting agreements relating to
  our activity in seeking technology or processes related to the processing or
  generation of energy or fuel, and the failure of our oil and gas interests to
  generate us any revenues. Due to our continued losses and lack of revenues there
  is substantial doubt about our ability to continue as a going concern.

Lack of Revenues

At this time, our ability to generate any revenues continues to be uncertain.
  The auditor's report on our December 31, 2004 financial statements contains
  an additional explanatory paragraph that identifies issues that raise substantial
  doubt about our ability to continue as a going concern. The financial statements
  do not include any adjustment that might result from the outcome of this uncertainty.
  During the quarter ended March 31, 2005 we generated no revenues, compared with
  $10,798 in revenues generated during the quarter ended March 31, 2004. The
  difference was due mainly to the fact that Fairchild stopped participating in
  the Kerrobert oil wells during the last quarter. Fairchild has relinquished
  most of its interests in oil and gas interests and anticipate that it will enter
  into agreements to relinquish the remainder of its interests in oil and gas
  properties during the next quarter and focus instead in the acquisition and
  development of alternative fuel technologies.

Expenses

Our expenses for the three month period ended March 31, 2005 were $618,868.
  These expenses were comprised mainly of $600,000 in consulting fees (mainly
  related to our efforts to identify and acquire

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energy or fuel generation technology), $5,145 in general and administrative
  fees and $12,048 in professional fees, which are mainly attributable to
  legal and auditor fees. Fairchild had expenses of $59,734 for the same period
  ended March 31, 2004. These expenses consisted mainly of $13,590 in consulting
  fees, $10,153 in depletion and accretion expense, $3,351 in administrative
  costs, $15,000 in management fees, $4,235 in oil and gas operating expense,
  $7,141 in professional fees and $16,500 in related party administration
  fees. The large increase in expenses of $559,134 was primarily due to a
  increase in consulting fees.

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.

As of March 31, 2005, we had no cash, compared with cash of $4,198 at
  December 31, 2004. As of March 31, 2005 we had a net working capital deficiency
  of $74,203.

Plan of Operation

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

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

We will be primarily dependent upon proceeds from the sale of our securities
  for the near future, until such time as Syngas begins to develop revenues. We
  anticipate that for Fairchild and Syngas to implement our business plan, we
  will require approximately $250,000 over the twelve months ending March
  31, 2006 for general and administrative costs, as well as to upgrade Syngas’
  prototype model. We also anticipate we will need approximately a further $250,000
  to fund Syngas’ intended research and development. We anticipate that
  Syngas will generate revenues within the next eighteen months from sales of
  Syngas’ proprietary technologies. If we are successful in generating such
  revenues, we plan to apply them towards the anticipated general and administrative
  expenses of Syngas. There are no assurances that we will receive any revenues
  or that such revenues will be sufficient to cover our expenses.

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

Research and Development

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

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Purchase of Significant Equipment

We do not intend to purchase any significant equipment through March 31, 2006.

Employees

Besides the two directors, Anish Somani and Patricia Hunt, Fairchild’s
  wholly owned subsidiary, Syngas Energy Corp. has two employees, Mr. Wilf Ouellette
  and Mrs. Gloria Porter. Both employees of the subsidiary have experience in
  the energy industry.

Related Party Transactions

Fairchild entered into consulting agreements dated November 15, 2004 with
  the former President, George Tsafalas and a consultant, David Stadnyk to provide
  consulting services for a two month period, effective on the date of the 25:1
  reverse stock split (completed January 27, 2005). On December 2, 2004, Fairchild
  issued 578,469 post-split adjusted shares at a fair value of $0.50 per share
  to these individuals. On February 11, 2005, Fairchild issued 50,766 shares of
  common stock to George Tsafalas and 30,766 shares of common stock to David Stadnyk
  pursuant to these agreements at a fair value of $0.50 per share. In addition,
  on March 9, 2005, Fairchild issued 100,000 shares of common stock to George
  Tsafalas and 100,000 shares of common stock to David Stadnyk at a fair value
  of $0.50 per share. These stock issuances were valued based upon the closing
  price of the Company’s stock on the date of issuance.

As at March 31, 2005, $1,230 is owing to Anish Somani, a director and
  the President of the Company. This amount is unsecured, non-interest bearing
  and has no terms of repayment.

New Accounting Pronouncements

In December 2003, the United States Securities and Exchange Commission issued
  Staff Accounting Bulletin No. 104, "Revenue Recognition" ("SAB 104"), which
  supersedes SAB 101, "Revenue Recognition in Financial Statements." The primary
  purpose of SAB 104 is to rescind accounting guidance contained in SAB 101 related
  to multiple element revenue arrangements, which was superseded as a result of
  the issuance of EITF 00-21, "Accounting for Revenue Arrangements with Multiple
  Deliverables." While the wording of SAB 104 has changed to reflect the issuance
  of EITF 00-21, the revenue recognition principles of SAB 101 remain largely
  unchanged by the issuance of SAB 104. The adoption of SAB 104 did not have a
  material impact on the Company's financial statements.

In May 2003, the Financial Accounting Standards Board (FASB) issued Statement
  of Financial Accounting Standard (SFAS) No. 150, "Accounting for Certain
  Financial Instruments with Characteristics of both Liabilities and Equity".
  SFAS No. 150 establishes standards for how an issuer classifies and measures
  certain financial instruments with characteristics of both liabilities and equity.
  It requires that an issuer classify a financial instrument that is within its
  scope as a liability (or an asset in some circumstances). The requirements of
  SFAS No. 150 apply to issuers' classification and measurement of freestanding
  financial instruments, including those that comprise more than one option or
  forward contract. SFAS No. 150 does not apply to features that are embedded
  in a financial instrument that is not a derivative in its entirety. SFAS No.
  150 is effective for financial instruments entered into or modified after May
  31, 2003, and otherwise is effective at the beginning of the first interim period
  beginning after June 15, 2003, except for mandatorily redeemable financial instruments
  of non-public entities. It is to be implemented by reporting the cumulative
  effect of a change in an accounting principle for financial instruments created
  before the issuance date of SFAS No. 150 and still existing at the beginning
  of the interim period of adoption. Restatement is not permitted. The adoption
  of this standard is not expected to have a material effect on the Company's
  results of operations or financial position.

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RISK FACTORS

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

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

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

Lack of Experience

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

Limited Operating History and History of Losses

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

Lack of Financial Resources

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

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

Going Concern Qualification

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

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

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

Currency Fluctuations

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

Need to Manage Growth

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

Dependence on Key Personnel/Employees

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

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

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

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

Possible Volatility of Share Prices

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

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

Indemnification of Directors, Officers and Others

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

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

Future Dilution

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

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additional shares, such issuances also will cause a reduction in the proportionate
  ownership and voting power of all other shareholders. Further, any such issuance
  may result in a change in our control.

Anti-Takeover Provisions

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

Risks Relating to the Industry

Alternate Energy

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

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

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

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

Associated Risks

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

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

Government Regulation/Administrative Practices

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

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

---

Item 3. Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, within the 90 days prior
  to the filing date of this report, Fairchild carried out an evaluation of the
  effectiveness of the design and operation of Fairchild’s disclosure controls
  and procedures. This evaluation was carried out under the supervision and with
  the participation of Fairchild’s management, including Fairchild’s
  President, Chief Executive Officer and Chief Financial Officer. Based upon that
  evaluation, Fairchild’s President, Chief Executive Officer and Chief Financial
  Officer concluded that Fairchild’s disclosure controls and procedures
  are effective. There have been no significant changes in our Fairchild’s
  internal controls or in other factors, which could significantly affect internal
  controls subsequent to the date our Company carried out its evaluation.

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

Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

On January 27, 2005, Fairchild completed a reverse stock split of 1 new share
  for 25 old shares.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

On March 9, 2005, we filed a Form S-8 Registration Statement to register 8,200,000
  shares of our common stock, issuable pursuant to our 2005 Stock Option Plan
  (the “Plan”), and 4,200,000 common shares issuable pursuant to Consultant
  Agreements between our company and each of George Tsafalas, David Stadnyk, Aarif
  Jamani and Robert Jarva. During the quarter ended March 31, 2005, Fairchild
  issued 2,200,000 common shares registered on Form S-8 to consultants. As of
  March 31, 2005, Fairchild had issued no options under the Plan, and had remaining
  2,000,000 unissued shares registered on Form S-8, 1,000,000 shares which can
  be issued to Robert Jarva and 1,000,000 shares which can be issued to Aarif
  Jamani, all for consulting services.

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

Exhibit Number and Description

|3.1  | Articles of Incorporation (incorporated by reference from our Registration
      Statement on Form 10-SB filed on November 30, 1999)                                                     
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                          
|3.2  | Bylaws (incorporated by reference from our Registration Statement on
      Form 10-SB filed on November 30, 1999)                                                                        
|     |                                                                                                                                                                                          
|3.3  | Certificate of Amendment (incorporated by reference from Form 8-K filed
      on February 24, 2005)                                                                                      
|     |                                                                                                                                                                                          
|10.1 | Assignment Agreement with David Stadnyk, Patch and Fairchild (filed as
      Exhibit 10.1 to our Form 8-K, filed on April 21, 2005)                                                      
|     |                                                                                                                                                                                          
|10.2 | Assignment Agreement with George Tsafalas, Patch and Fairchild (filed
      as Exhibit 10.2 to our Form 8-K, filed on April 21, 2005)                                                    
|     |                                                                                                                                                                                          
|10.3 | Assignment Agreement with Grand Slam Radio Inc., Patch and Fairchild
      (filed as Exhibit 10.3 to our Form 8-K, filed on April 21, 2005)                                              
|     |                                                                                                                                                                                          
|10.4 | Assignment Agreement with Byron Cox, Patch and Fairchild (filed as Exhibit
      10.4 to our Form 8-K, filed on April 21, 2005)                                                          
|     |                                                                                                                                                                                          
|10.5 | Share Exchange Agreement dated January 28, 2005 (filed as Exhibit 10.1
      to our Form 8-K filed on April 14, 2005)                                                                    
|     |                                                                                                                                                                                          
|10.6 | Share Exchange Agreement dated January 28, 2005 (filed as Exhibit 10.2
      to our Form 8-K filed on April 14, 2005)                                                                    
|     |                                                                                                                                                                                          
|31.1 | Certification of Chief Executive Officer pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                 
|     |                                                                                                                                                                                          
|32.1 | Certification of Chief Executive Officer and
      Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

|                    | FAIRCHILD INTERNATIONAL CORPORATION                
|------------------- | ---------------------------------------------------
|                    |                                                    
|Dated: May 20, 2005 | /s/ Anish Somani                                   
|                    | Anish Somani                                       
|                    | President, Chief Executive Officer, Chief Financial
|                    | Officer                                            
|                    |                                                    
|                    |                                                    
|Dated: May 20, 2005 | /s/ Margaret Patricia Hunt                         
|                    | Margaret Patricia Hunt                             
|                    | Secretary, Treasurer and Director                  

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