This Form 10-KSB is the subject of a Form 12b-25

FORM 10-KSB

[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended  December 31, 2002

[   ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number  0-28305

|FAIRCHILD INTERNATIONAL CORPORATION           
|----------------------------------------------
|(Name of small business issuer in its charter)

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

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

Issuer's telephone number  (604) 646-5614

Securities registered under Section 12(b) of the Exchange Act:

Not applicable.

Securities registered under Section 12(g) of the Exchange Act:

|Common Stock    
|----------------
|(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X]  No [  ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB  [    ].

State issuer's revenues for its most recent fiscal year.   Nil

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days.  (See definition of affiliate in Rule 12b-2 of the Exchange Act.)

21,661,214 @ $0.05(1) = $1,083,060.70

Note:  If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check whether the issuer has 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 REGISTRANTS)

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

24,051,031 common shares, $0.001 par value outstanding as of April 9, 2003

Transitional Small Business Disclosure Format (Check one):  Yes [  ]  No [X]

PART I

Item 1.	Description of Business.

FORWARD-LOOKING STATEMENTS

This annual 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 annual 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.

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

On April 4, 2002 we issued a convertible promissory note to Patch Energy Inc. of Vancouver, BC in consideration for a loan in the sum of $70,000.  As consideration for the loan we assigned to Patch Energy a 20% working interest in our oil and gas interests in Tehama County, California.  The convertible note accrues interest at a rate of 8% per annum calculated monthly.  At the election of Patch Energy and upon delivery of written notice to our company, all of the outstanding principal amount of the note shall be converted into shares of common stock at the lesser of: (i) $0.04 per share; or (ii) the closing bid price of our company's common stock on the OTC Bulletin Board on the trading day immediately preceding the date of conversion notice, less a 20% discount.  On July 16, 2002, the loan was converted into 1,750,000 common shares at a price of $0.04 per share.

On April 15, 2002, we entered into a Farmout Agreement with Olympic Resources (Arizona) Ltd. wherein we have the right to earn from Olympic an assignment of Olympic'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 Olympic 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 earned 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 of its 20% working interest in our 3.75% interest.

On May 28, 2002, we entered into an amendment agreement with Praxis Pharmaceuticals Inc. to further amend the terms of the Termination Agreement dated February 28, 2001, as amended by agreement dated January 15, 2002.  Under the Termination Agreement, Praxis was to retain the 2,600,000 shares of our common stock and agreed to pay us 30% of the net revenues from sales of the two applications in the field of use up to a maximum of $250,000 over the first three years of sales.  The Termination Agreement was amended by letter agreement dated January 15, 2002.  The January 15, 2002 amendment agreement provided that Praxis would be entitled to retain our shares of common stock but that the remaining shares would be placed in a voluntary pooling arrangement under which an amount was to be released ever three months to Praxis, being 1% of the total number of our outstanding shares of common stock.  The amendment agreement also provided that so long as Praxis paid to us 66.6% of the proceeds from the sale of our shares until $175,000 had been paid, we would deem that payment to be in full and complete satisfaction of the royalty obligation set out in the Termination Agreement.  The May 28, 2002 amendment agreement provided that the shares need not be placed in a voluntary pooling arrangement, that Praxis shall comply with all of the resale requirements in connection with the shares and, so long as Praxis has paid to us a total of $175,000 by May 31, 2003, such payment shall be deemed to be in full and complete satisfaction of the royalty obligation set out in the Termination Agreement.  The Termination Agreement was further amended by agreement dated March 14, 2003 to provide for an extension of the date for payment of the $175,000 to on or before May 31, 2004.

Effective June 6, 2002, Robert Grace resigned as our President and a director.  George Tsafalas was appointed as President and a director to fill the vacancy created by the resignation of Mr. Grace.  As well, Byron Cox, our current Secretary and Treasurer was appointed a director of our company on June 6, 2002.  Effective June 18, 2002, John Thornton was appointed as a director.

On June 25, 2002, we entered into a participation agreement with Patch Energy 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 Energy 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 Energy to reduce our participation.

Effective July 8, 2002, we received subscriptions for an aggregate of 50,000 units at a price of $1.00 per unit.  Each unit was to consist of one Series A preferred share and three shares of our common stock.  The common shares were issued at $0.11 per share.  The preferred shares were not issued but were exchanged for promissory notes with a principal amount equal to the original subscription amounts and financing cash of $16,500 have been recognized in our financial statements in connection with the subscriptions.

On December 2, 2002 we entered into a new participation agreement with Patch Energy which replaced the agreement of June 24, 2002.  Pursuant to the terms of a farmout and joint operating agreement dated May 1, 2002 between Patch Energy, True Energy Inc. and Arsenal Energy Inc., Patch Energy 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 Energy pursuant to the terms of the Farmout Agreement, equal to the amount of the Partial Interest to be earned by Fairchild (the "Partial Costs") and Fairchild was to pay such Partial Costs as and when requested by Patch Energy in order that Patch Energy might fulfil 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.   We have earned the 4.167% interest and, in connection therewith, incurred $68,772 as our share of the costs associated with the Test Wells as of December 31, 2002.

On February 10, 2003, we entered into another participation agreement with Patch in order to earn a partial interest in a further 10 well drill program.  The parties to the Farmout Agreement are proposing to carry out a further 10 well drill program (the "Second Program").  Under the terms of this participation agreement, Fairchild could earn a 1.75% interest in the Second Program, being a one-sixth share of the interest of Patch in the Second Program in consideration of incurring an equal percentage of the costs associated with the Second Program.  We intended to fund our share of the costs associated with the Second Program from our working capital.

Effective March 24, 2003, we issued an aggregate of 2,350,000 options to purchase shares of our common stock to certain of our directors, officers, employees and/or consultants in consideration of past and present services.

On April 3, 2003, we entered into an amendment agreement (the "Amendment Agreement") to the Participation Agreement dated February 10, 2003 with Patch Energy.  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 is now obligated to incur 2.5% of the costs associated with the second 10 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.

Plan of Operation

We intend to continue to maintain our existing oil and gas interests and look at new opportunities in the oil and gas industry.  We will be primarily dependent upon proceeds from the sale of our securities for the near future.  We anticipate that we will require approximately $175,000 over the twelve months ending December 31, 2003 for general and administrative expenses and approximately a further $250,000 to fund our currently proposed oil and gas exploration activities.  Revenues received for our existing oil and gas interests will be applied towardsour anticipated general and administrative expenses although there are no assurances that such revenues will continue to be received or be sufficient to cover our expenses.  To the extent that we participate in further oil and gas exploration activities or proceed with the development stage with respect to our current property interests, we will require additional funds.  There is no assurance that we will be able to obtain such additional funds on favourable terms, if at all.  Our inability to raise sufficient funds could cause us to lose the existing oil and gas interests and any work conducted and/or payments made on the properties and could preclude us from participating in other exploration opportunities.

RISK FACTORS

Much of the information included in this registration statement 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 judgement 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 under the Farmout Agreement and the Participation Agreements or while we continue our search for new business opportunities.  Prospective investors should consider carefully the risk factors set out below.

Limited Operating History and History of Losses

We have a limited oil and gas operating history and therefore have a limited history of earnings. We started our oil and gas operations in December of 2002 with the acquisition of our interest in our current properties.  To date, we have incurred substantial net losses.  As of December 31, 2002, we had a cumulative deficit of $1,916,689.  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 exploration and, if warranted, development of our properties 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 properties may be lost to exploration partners or our properties may be lost entirely.  We have limited financial resources and limited 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.

There can be no assurance that additional funding will be available to us for exploration and development of our projects or to fulfil our obligations under any applicable agreements.  Although historically we have announced additional financings to proceed with the development of some of our previous properties, 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 favourable.  Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of our projects with the possible loss of such properties.

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 revenues.

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 our company.  Although we believe that we have funds sufficient to meet our immediate needs, we may require further funds to finance the development of any business opportunity that we acquire.  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 our company.

Property Defects

We have not obtained title reports with respect to our oil and gas properties and believe our interests are valid and enforceable.  The properties may be subject to prior unregistered agreements, native land claims or transfers which have not been recorded or detected through title research.  Additionally, the land upon which we hold oil and gas leases may not have been surveyed; therefore, the precise area and location of such interests may be subject to challenge.

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 properties commence production, 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.

Dependence on Operators

Under the Farmout Agreement with Olympic Resources (Arizona) Ltd. and the operating agreement referred to therein, Lario Oil & Gas Co. will act as operator for the purposes of carrying out the work necessary to ensure our right to earn an interest under the Farmout Agreement and we are therefore dependent upon Lario's expertise in the area of oil and gas exploration and development.

Under the Participation Agreements with Patch Energy Inc., True Energy Inc. will act as operator for the purposes of carrying out the work necessary to ensure our right to earn an interest under the Participation Agreements and we are therefore dependent upon True Energy's expertise in the area of oil and gas exploration and development.

Conflicts of Interest

In addition to their interest in our company, our management currently engages, and intends to engage in the future, in the oil and gas business independently of our company. As a result, conflicts of interest between us and management of our company might arise.

"Penny Stock" Rules May Restrict the Market for the Company's Shares

Our shares of common stock are subject to rules promulgated by the Securities and Exchange Commission 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 Securities and Exchange Commission.  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 the 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 50,000,000 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 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

Oil and Gas Exploration

Exploration for economic reserves of oil and gas is 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 properties that are explored are ultimately developed into producing oil and/or gas wells.

Potential Profitability of Oil and Gas Ventures Depends Upon Factors Beyond the Control of Our Company

The potential profitability of oil and gas properties is dependent upon many factors beyond our control.  For instance, world prices and markets for oil and gas 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.

Adverse weather conditions can also hinder drilling operations.  A productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well.  In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances.  The marketability of oil and gas which may be acquired or discovered will be affected by numerous factors beyond our control.  These factors include the proximity and capacity of oil and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection.  The extent of these factors cannot be accurately predicted but the combination of these factors may result in our company not receiving an adequate return on invested capital.

Competitiveness of Oil and Gas Industry

The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staffs.  Accordingly, there is a high degree of competition for desirable oil and gas leases, suitable properties for drilling operations and necessary drilling equipment, as well as for access to funds.  There can be no assurance that the necessary funds can be raised or that any projected work will be completed.

Fluctuating Price and Demand

The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control.  These factors include market fluctuations in oil and gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and gas and environmental protection regulations.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

Comprehensive Regulation of Oil and Gas Industry

Oil and gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment.  Oil and gas operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment.  Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received.  No assurance can be given that environmental standards imposed by federal, provincial, or local authorities will not be changed or that any such changes would not have material adverse effects on our activities.  Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us.  Additionally, we may be subject to liability for pollution or other environmental damages which it may elect not to insure against due to prohibitive premium costs and other reasons.

Environmental Regulations

In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control.  Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation.  Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date.  Specifically, we are subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes.  In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities.  However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance.  Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

We believe that our operations comply, in all material respects, with all applicable environmental regulations.

Our operating partners maintain insurance coverage customary to the industry; however, it is not fully insured against all environmental risks.

Risks Associated with Drilling

Drilling operations generally involve a high degree of risk.  Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labour, and other risks are involved. We may become subject to liability for pollution or 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.

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 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 2.	Description of Property.

Our principal executive office is located at Suite 600, 595 Hornby Street, Vancouver, British Columbia.  We occupy the Vancouver premises on a proportional cost basis for office rent and administration services and expenses, month to month.

Item 3.	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 shareholders are an adverse party or has a material interest adverse to us.

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

No matter was submitted to a vote of our security holders during the fourth quarter of the fiscal year ended December 31, 2002.

PART II

Item 5.	Market for Common Equity and Related Stockholder Matters.

Our common stock is quoted on the OTC Bulletin Board under the symbol "FRCD".  Our common stock began quotation on the OTC Bulletin Board on July 8, 1998 to December 2, 1999 and since November 30, 2000.  From December 2, 1999 to November 30, 2000 our common stock was quoted on the "pink sheets".  The following quotations reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.  The high and low prices of our common stock (obtained from Canada Stockwatch) for the periods indicated below are as follows:





|Quarter Ended      | High   | Low   
|------------------ | ------ | ------
|March 31, 2001     | $0.21  | $0.06 
|June 30, 2001      | $0.28  | $0.04 
|September 30, 2001 | $0.55  | $0.07 
|December 31, 2001  | $0.33  | $0.09 
|March 31, 2002     | $0.17  | $0.031
|June 30, 2002      | $0.19  | $0.035
|September 30, 2002 | $0.11  | $0.033
|December 31, 2002  | $0.045 | $0.014

Our shares of common stock are issued in registered form. American Registrar and Transfer Co., 342 East 900 South, Salt Lake City, Utah  84111 (Telephone: 801.363.9065, facsimile 801.363.9066) is the registrar and transfer agent for our shares of common stock.

As of  April 9, 2003, we had 24,051,031 shares of common stock outstanding and approximately 53 stockholders of record.  This number of stockholders does not include stockholders who hold our securities in street name.

Dividend Policy

We have not declared or paid any cash dividends since inception.  We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future.  Although there are no restrictions that limit our ability to pay dividends on our shares of common stock, we intend to retain future earnings for use in our operations and the expansion of our business.

Recent Sales of Unregistered Securities

Quarter Ended March 31, 2002

We did not issue any shares from treasury during the quarter ended March 31, 2002.

Quarter Ended June 30, 2002

On June 28, 2002, we issued 150,000 common shares in connection with subscriptions for 50,000 units at $1.00 per unit.  These shares were issued in reliance upon Regulation S of the Securities Act of 1933.

Quarter Ended September 30, 2002

On July 16, 2002, we issued 1,750,000 shares in satisfaction of a loan in the amount of $70,000 to Patch Energy Inc.  These shares were issued in reliance upon Regulation S of the Securities Act of 1933.

On July 23, 2002, we issued 71,428 common shares to William Latta in full satisfaction of an outstanding loan in the amount of $5,000.  These shares were issued in reliance upon Regulation S of the Securities Act of 1933.

On September 10, 2002, we issued 60,000 common shares to Malcolm Bell as consideration for a $3,000 finder's fee payable to him in connection with Fairchild's participation in four test wells pursuant to the farmout agreement with Olympic Resources (Arizona) Ltd.  These shares were issued in relation upon Regulation S of the Securities Act of 1933.

Quarter Ended December 31, 2002

We did not issue any shares from treasury during the quarter ended December 31, 2002.

Item 6.	Management's Discussions and Analysis or Plan of Operation.

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual 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 annual report, particularly in the section entitled "Risk Factors" found under "Item 1.  Description of Business".

General

Through the agreements with Olympic Resources (Arizona) Ltd. and Patch Energy Inc., we have earned, or have the right to earn, interests in certain oil and gas exploration and development properties.

Results of Operations

Fiscal Year Ended December 31, 2002 Compared to Fiscal Year Ended December 31, 2001

We incurred a net loss of $355,235 for the fiscal year ended December 31, 2002 compared to a net loss of $541,777 for the year ended  December 31, 2001.  The decrease in the loss is due primarily a significant reduction in promotional and travel costs.  We have generated a cumulative loss since inception of $1,916,689.  Due to our continued losses and lack of revenues there is substantial doubt about our ability to continue as a going concern.

Discussion and analysis related to significant operating activities undertaken during the year is set out below.

Lack of Revenues

At this time, our ability to generate any significant revenues continues to be uncertain.  The auditor's report on our December 31, 2002 financial statements contains an additional explanatory paragraph which 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.

Expenses

Total expenses for the year ended December 31, 2002 were $355,235 compared to total expenses of $541,777 for the year ended December 31, 2001. The expenses were substantially made up of administration costs and costs related to its oil and gas interests.  The decline in administrative expenses from fiscal 2001 is primarily due to a reduction in promotional and travel costs.

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.  Our company has suffered recurring losses and has not generated profitable operations since inception.  The continuance of our company as a going concern is dependent on obtaining financing from third parties.

We are currently relying on our existing cash reserves to fund our continuing operating expenses and to fund our interests in certain oil and gas exploration and development properties.  As of December 31, 2002 and December 31, 2001, our cash and cash equivalent balances were $297 and $6,132, respectively.  We would likely seek to secure any additional financing necessary through a private placement of our shares of common stock in order to fund our interests in certain oil and gas exploration and development properties.

Plan of Operation for the 12 Months ending December 31, 2003

We intend to continue to maintain our existing oil and gas interests and look at new opportunities in the oil and gas industry.  We will be primarily dependent upon proceeds from the sale of our securities for the near future.  We anticipate that we will require approximately $175,000 over the twelve months ending December 31, 2003 for general and administrative expenses and approximately a further $250,000 to fund our currently proposed oil and gas exploration activities.  Revenues received for our existing oil and gas interests will be applied towards our anticipated general and administrative expenses although there are no assurances that such revenues will continue to be received or be sufficient to cover our expenses.  To the extent that we participate in further oil and gas exploration activities or proceed with the development stage with respect to our current property interests, we will require additional funds.  There is no assurance that we will be able to obtain such additional funds on favourable terms, if at all.  Our inability to raise sufficient funds could cause us to lose the existing oil and gas interests and any work conducted and/or payments made on the properties and could preclude us from participating in other exploration opportunities.

Cash Requirements

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 revenues.

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 a private placement of our common stock.

Product Research and Development

We do not anticipate that it will expend any significant monies on research and development over the next twelve months.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment through December 31, 2003, unless we identify a suitable business opportunity or business combination that may require us to invest in such equipment.

Employees

Over the twelve months ending December 31, 2003, we anticipate an increase in the number of employees we retain only if we identify and complete the acquisition of a business opportunity or enter into a business combination.  Such an increase on the number of employees may significantly increase our monthly burn rate and such increase in the monthly burn rate depends on the number of employees we ultimately retain, if any.

Item 7.	Financial Statements.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

The following financial statements pertaining to Fairchild are filed as part of this annual report:

|Fairchild International Corporation (audited)                                                     
|--------------------------------------------------------------------------------------------------
|Independent Auditors' Report, dated February 28, 2003                                             
|Balance Sheets as at December 31, 2002 and 2001                                                   
|Statements of Operations and Deficit for the years ended December 31, 2002, 2001 and 2000         
|Statements of Changes in Stockholders' Equity for the years ended December 31, 2002,
2001 and 2000
|Statements of Cash Flow for the years ended December 31, 2002, 2001 and 2000                      
|Notes to the Financial Statements                                                                 
|                                                                                                  
|                                                                                                  





FAIRCHILD INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS



DECEMBER 31, 2002



(IN U.S. DOLLARS)





To the Shareholders of
Fairchild International Corporation





We have audited the accompanying balance sheets of Fairchild International Corporation (a development stage company) as of December 31, 2002 and 2001 and the statements of operations and deficit, changes in stockholders' equity and cash flow for the years ended December 31, 2002, 2001 and 2000 and cumulative to December 31, 2002.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with U.S. generally accepted auditing standards.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fairchild International Corporation as of December 31, 2002 and 2001 and the results of its operations and its cash flow for each of the years in the three-year period ended December 31, 2002 and cumulative to December 31, 2002 in conformity with U.S. generally accepted accounting principles consistently applied.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has suffered losses from operations, has a net capital deficiency and there is no revenue stream from operations.  As a result, there is substantial doubt about the Company's ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Steele & Co.

Vancouver, Canada

February 28, 2003

CHARTERED ACCOUNTANTS



BALANCE SHEETS
(IN U.S. DOLLARS)

|                                                                   | DECEMBER 31
|------------------------------------------------------------------ | -----------
|                                                                   | 2002       
|                                                                   |            
|ASSETS                                                             |            
|                                                                   |            
|CURRENT                                                            |            
|                                                                   |            
|CASH                                                               |            
|ACCOUNTS RECEIVABLE (NOTE 3)                                       |            
|                                                                   |            
|                                                                   |            
|LIABILITIES                                                        |            
|                                                                   |            
|CURRENT                                                            |            
|                                                                   |            
|ACCOUNTS PAYABLE                                                   |            
|OWING TO RELATED PARTIES (NOTE 3)                                  |            
|                                                                   |            
|LOANS PAYABLE (NOTE 4)                                             |            
|                                                                   |            
|                                                                   |            
|COMMITMENTS (NOTE 7)                                               |            
|                                                                   |            
|STOCKHOLDERS' EQUITY                                               |            
|                                                                   |            
|SHARE CAPITAL (NOTE 5)                                             |            
|                                                                   |            
|AUTHORIZED                                                         |            
|50,000,000 COMMON SHARES WITH A PAR VALUE OF $.001
     PER SHARE  |            
|1,000,000 PREFERRED SHARES WITH A PAR VALUE OF
     $.01 PER SHARE |            
|                                                                   |            
|ISSUED                                                             |            
|22,651,031 COMMON SHARES (2001 - 17,074,603)                       |            
|                                                                   |            
|DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                   |            
|                                                                   |            
|TOTAL STOCKHOLDERS' EQUITY                                         |            
|                                                                   |            
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         |            

APPROVED BY THE DIRECTORS

/s/ George Tsafalas

George Tsafalas

/s/ Byron CoxByron Cox





STATEMENTS OF OPERATIONS AND DEFICIT
(IN U.S. DOLLARS)

|                                                     | CUMULATIVE
TO
DECEMBER 31 | YEAR ENDED DECEMBER 31
|---------------------------------------------------- | ------------------------- | ----------------------
|                                                     | 2002                      |                       
|                                                     |                           |                       
|EXPENSES                                             |                           |                       
|                                                     |                           |                       
|ADVERTISING                                          |                           | $                     
|BANK CHARGES AND 
FOREIGN EXCHANGE                   |                           |                       
|CONSULTING                                           |                           |                       
|FINANCING COSTS                                      |                           |                       
|OFFICE, RENT AND SECRETARIAL                         |                           |                       
|PROFESSIONAL FEES                                    |                           |                       
|PROMOTION AND TRAVEL                                 |                           |                       
|RELATED PARTY                                        |                           |                       
|ADMINISTRATION                                       |                           |                       
|CONSULTING                                           |                           |                       
|DEBT FORGIVENESS                                     |                           |                       
|RESEARCH AND DEVELOPMENT
AND LICENSE FEES (NOTE 6)   |                           |                       
|SHAREHOLDER INFORMATION                              |                           |                       
|TELEPHONE                                            |                           |                       
|TRANSFER AGENT FEES                                  |                           |                       
|                                                     |                           |                       
|                                                     |                           |                       
|                                                     |                           |                       
|LICENSE ROYALTIES (NOTE 6)                           |                           |                       
|OIL AND GAS INTERESTS                                |                           |                       
|MINERAL INTERESTS                                    |                           |                       
|                                                     |                           |                       
|NET LOSS FOR THE PERIOD (NOTE 8)                     |                           | $                     
|                                                     |                           |                       
|DEFICIT BEGINNING OF THE YEAR                        |                           |                       
|                                                     |                           |                       
|DEFICIT END OF THE YEAR                              |                           |                       
|                                                     |                           |                       
|                                                     |                           |                       
|BASIC LOSS PER SHARE                                 |                           |                       
|                                                     |                           |                       
|                                                     |                           |                       
|WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING |                           |                       





STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN U.S. DOLLARS)

|                                          | COMMON STOCK | CAPITAL IN
EXCESS OF |            |         |        | TOTAL
STOCK-
HOLDERS'
|----------------------------------------- | ------------ | -------------------- | ---------- | ------- | ------ | ---------------------
|                                          | SHARES       | AMOUNT               | PAR VALUE  | DEFICIT | EQUITY
|                                          |              |                      |            |         |        |                      
|STOCKHOLDERS' EQUITY AT
DECEMBER 31, 1999 |              |                      | 10,988,210 |         | $      | 10,827               
|                                          |              |                      |            |         |        |                      
|NET LOSS FOR THE YEAR                     |              |                      | 0          |         |        | 0                    
|                                          |              |                      |            |         |        |                      
|STOCKHOLDERS' EQUITY AT
DECEMBER 31, 2000 |              |                      | 10,988,210 |         |        | 10,827               
|                                          |              |                      |            |         |        |                      
|ISSUED FOR CASH                           |              |                      |            |         |        |                      
|@ $.073/SHARE                             |              |                      | 510,000    |         |        | 510                  
|@ $.09/SHARE                              |              |                      | 2,750,000  |         |        | 2,750                
|@ $.1445/SHARE                            |              |                      | 636,057    |         |        | 636                  
|@ $.25/SHARE                              |              |                      | 450,000    |         |        | 450                  
|ISSUED FOR
MINERAL INTERESTS              |              |                      |            |         |        |                      
|@ $.16/SHARE                              |              |                      | 200,000    |         |        | 200                  
|@ $.07/SHARE                              |              |                      | 400,000    |         |        | 400                  
|ISSUED FOR
OIL AND GAS INTERESTS          |              |                      |            |         |        |                      
|@ $.09/SHARE                              |              |                      | 300,000    |         |        | 300                  
|ISSUED FOR SERVICES                       |              |                      |            |         |        |                      
|@ $.07/SHARE                              |              |                      | 840,336    |         |        | 840                  
|NET LOSS FOR THE YEAR                     |              |                      | 0          |         |        | 0                    
|                                          |              |                      |            |         |        |                      
|                                          |              |                      | 6,086,393  |         |        | 6,086                
|STOCKHOLDERS' EQUITY AT
DECEMBER 31, 2001 |              |                      | 17,074,603 |         |        | 16,913               





STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN U.S. DOLLARS)



|                                          | COMMON STOCK | CAPITAL IN
EXCESS OF |            |         |        | TOTAL
STOCK-
HOLDERS'
|----------------------------------------- | ------------ | -------------------- | ---------- | ------- | ------ | ---------------------
|                                          | SHARES       | AMOUNT               | PAR VALUE  | DEFICIT | EQUITY
|                                          |              |                      |            |         |        |                      
|STOCKHOLDERS' EQUITY AT
DECEMBER 31, 2001 |              |                      | 17,074,603 |         |        | 16,913               
|                                          |              |                      |            |         |        |                      
|ISSUED FOR CASH                           |              |                      |            |         |        |                      
|@ $.04/SHARE                              |              |                      | 1,750,000  |         |        | 1,750                
|@ $.07/SHARE                              |              |                      | 71,428     |         |        | 71                   
|ISSUED FOR CASH
STOCK OPTIONS             |              |                      |            |         |        |                      
|@ $.03/SHARE                              |              |                      | 1,000,000  |         |        | 1,000                
|@ $.06/SHARE                              |              |                      | 600,000    |         |        | 600                  
|@ $.073/SHARE                             |              |                      | 50,000     |         |        | 50                   
|@ $.075/SHARE                             |              |                      | 340,000    |         |        | 340                  
|@ $.09/SHARE                              |              |                      | 400,000    |         |        | 400                  
|ISSUED FOR PREFERRED
SHARE SUBSCRIPTION   |              |                      |            |         |        |                      
|@ $.0110/SHARE                            |              |                      | 150,000    |         |        | 150                  
|ISSUED FOR FINDER'S FEES                  |              |                      |            |         |        |                      
|@ $.05/SHARE                              |              |                      | 60,000     |         |        | 60                   
|ISSUED FOR RELATED
 PARTY SERVICES        |              |                      |            |         |        |                      
|@ $.018/SHARE                             |              |                      | 625,000    |         |        | 625                  
|@ $.073/SHARE                             |              |                      | 340,000    |         |        | 340                  
|@ $.075/SHARE                             |              |                      | 190,000    |         |        | 190                  
|NET LOSS FOR THE YEAR                     |              |                      | 0          |         |        | 0                    
|                                          |              |                      |            |         |        |                      
|                                          |              |                      | 5,576,428  |         |        | 5,576                
|                                          |              |                      |            |         |        |                      
|STOCKHOLDERS' EQUITY AT
DECEMBER 31, 2002 |              |                      | 22,651,031 |         | $      | 22,489               





STATEMENTS OF CASH FLOW
(IN U.S. DOLLARS)

|                                                                                                   | CUMULATIVE
TO
DECEMBER 31 | YEAR ENDED DECEMBER 31
|-------------------------------------------------------------------------------------------------- | ------------------------- | ----------------------
|                                                                                                   | 2002                      |                       
|                                                                                                   |                           |                       
|CASH PROVIDED (USED) BY                                                                            |                           |                       
|                                                                                                   |                           |                       
|OPERATING ACTIVITIES                                                                               |                           |                       
|                                                                                                   |                           |                       
|NET LOSS FOR THE PERIOD                                                                            |                           | $                     
|                                                                                                   |                           |                       
|NON-CASH ITEMS                                                                                     |                           |                       
|ISSUE OF SHARES FOR SERVICES,
 OIL AND MINERAL INTERESTS,
 RESEARCH  AND DEVELOPMENT
 AND LICENSES |                           | 436,001               
|                                                                                                   |                           |                       
|CHANGE IN NON-CASH OPERATING ITEMS                                                                 |                           |                       
|ACCOUNTS RECEIVABLE                                                                                |                           |                       
|ACCOUNTS PAYABLE                                                                                   |                           |                       
|                                                                                                   |                           |                       
|                                                                                                   |                           |                       
|                                                                                                   |                           |                       
|FINANCING ACTIVITIES                                                                               |                           |                       
|                                                                                                   |                           |                       
|OWING TO RELATED PARTIES                                                                           |                           |                       
|LOANS PAYABLE                                                                                      |                           |                       
|SHARE CAPITAL ISSUED                                                                               |                           |                       
|FOR CASH                                                                                           |                           |                       
|                                                                                                   |                           |                       
|                                                                                                   |                           |                       
|                                                                                                   |                           |                       
|CHANGE IN CASH FOR THE PERIOD                                                                      |                           | $                     
|                                                                                                   |                           |                       
|CASH BEGINNING OF THE YEAR                                                                         |                           |                       
|                                                                                                   |                           |                       
|CASH END OF THE YEAR                                                                               |                           |                       





NOTES TO THE FINANCIAL STATEMENTS - DECEMBER 31, 2002
(IN U.S. DOLLARS)

1.	GOING CONCERN CONSIDERATIONS

As of December 31, 2002, 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 $355,235, $541,777 and $92,464 for the fiscal years ended December 31, 2002, 2001 and 2000 respectively and had net capital deficiencies of $110,987 as of December 31, 2002 and $31,722 as of December 31, 2001.

2.	ACCOUNTING POLICIES

a.	Incorporation and Basis of Presentation

The Company was incorporated in the State of Nevada, U.S.A. on June 20, 1997.  These financial statements have been prepared in accordance with accounting principles and practices generally accepted in the United States.

b.	E

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amount reported in the financial statements and accompanying disclosures.  Although these estimates are based on management's best knowledge of current events and actions the Company may undertake in the future, actual results ultimately may differ from the estimates.  The financial instruments which are reported as assets and liabilities, both recognized and unrecognized, are carried at amounts which approximate fair values.

c.	Foreign Currency

Transactions in foreign currency are translated at rates prevailing on the dates of the transactions.  Monetary assets and liabilities denominated in foreign currencies have been translated into U.S. dollars at the rate of exchange prevailing at the year end.  Exchange gains and losses from foreign currency translation adjustments are included in current costs.

d.	Incentive Stock Options

The Company grants to its director and consultants incentive stock options to acquire a fixed number of shares in the Company, subject to regulatory guidelines.  The options are exercisable upon issue and have fixed exercise prices and expiry dates.  Compensation expense is not recognized unless the exercise price of an option is less than the quoted market value of the stock on the grant date.  Any consideration received on the exercise of options is credited to share capital.

e.	Income Taxes

The Company accounts for income taxes whereby the cost (benefit) of current and future income taxes is recognized as income tax expense in the determination of results of operations for the period.  Future income tax liabilities (assets) are the amount of income taxes arising from taxable temporary differences between the tax bases of an asset or liability and its carrying amount in the balance sheet.  Income tax liabilities and assets are recognized when they are more likely than not to be realized and are measured using the income tax rates and laws that are expected to apply at the time of settlement or realization.

3.

The Company shares office facilities and has common management and directorships with a number of public and private corporate related parties.  The Company is charged for office rentals and administrative services on a proportional cost basis.  Management believes that the methods of cost allocations and resultant costs are reasonable.  Related parties include directors and officers and companies with common management and directorships.  Accounts receivable includes $20,000 (Note 6) owing from a corporate related party.   Related party accounts are unsecured with no fixed terms of interest or repayment.

Fees paid to related parties during the three fiscal periods ended December 31 are:

|                                                                   |  | 2002     |  | 2001    |  | 2000   
|------------------------------------------------------------------ |  | -------- |  | ------- |  | -------
|                                                                   |  |          |  |         |  |        
|Administration expenses paid to a company controlled
by a director |  | $0       |  | $0      |  | $14,371
|Administration fees paid to related parties                        |  | 109,600  |  | 32,829  |  | 0      
|Financing costs (Note 4)                                           |  | 6,600    |  | 0       |  | 0      
|                                                                   |  |          |  |         |  |        
|                                                                   |  | $116,200 |  | $32,829 |  | $14,371



In April, 2002, the Company borrowed $70,000 from a corporate related party for the acquisition of oil and gas interests in Tehama County, California.  Under the terms of the loan agreement the lender exercised the conversion privilege for 1,750,000 common shares at $.04 per share.  The Company conveyed to the lender, as additional consideration for granting the loan, 20% of its interest in the prospect and a right of refusal to participate as to 50% in future oil and gas prospects undertaken by the Company.

4.

The Company issued 50,000 units at $1 per unit and each unit was initially to consist of one redeemable preferred share and three common shares.  The common shares were issued for consideration equal to their market value on the date of the unit issue (150,000 shares at $.11 per share).  The preferred shares were not issued, but were exchanged for notes payable equal to the original subscription amount and financing costs of $16,500 have been recognized in the financial statements.  A related party subscribed for $20,000 (40%) of the financing.

5.	SHARE CAPITAL



a.	Authorized

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

b.	Common Shares Issued



|                                            |  | PRICE PER SHARE |  | SHARES     | CONSIDERATION
|------------------------------------------- |  | --------------- |  | ---------- | -------------
|                                            |  |                 |  |            |              
|                                            |  |                 |  |            |              
|Balance at December 31, 2000 and 1999       |  |                 |  | 10,988,210 | $            
|                                            |  |                 |  |            |              
|For cash                                    |  | $.073           |  | 510,000    |              
|For cash                                    |  | $.09            |  | 2,750,000  |              
|For cash                                    |  | $.1445          |  | 636,057    |              
|For cash                                    |  | $.25            |  | 450,000    |              
|For mineral interests                       |  | $.07            |  | 400,000    |              
|For mineral interests                       |  | $.16            |  | 200,000    |              
|For oil and gas interests                   |  | $.09            |  | 300,000    |              
|For services                                |  | $.07            |  | 840,336    |              
|                                            |  |                 |  |            |              
|Balance at December 31, 2001                |  |                 |  | 17,074,603 |              
|Issued during the year                      |  |                 |  |            |              
|For cash                                    |  | $.04            |  | 1,750,000  |              
|For cash                                    |  | $.07            |  | 71,428     |              
|For cash (options)                          |  | $.03            |  | 1,000,000  |              
|For cash (options)                          |  | $.06            |  | 600,000    |              
|For cash (options)                          |  | $.073           |  | 50,000     |              
|For cash (options)                          |  | $.075           |  | 340,000    |              
|For cash (options)                          |  | $.09            |  | 400,000    |              
|For cash (for preferred share subscription) |  | $.11            |  | 150,000    |              
|For finders fee                             |  | $.05            |  | 60,000     |              
|For services                                |  | $.018           |  | 625,000    |              
|For services                                |  | $.073           |  | 340,000    |              
|For services                                |  | $.075           |  | 190,000    |              
|                                            |  |                 |  |            |              
|Balance at December 31, 2002                |  |                 |  | 22,651,031 |              

c.	Incentive Stock Options

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

On April 30, 2002, the Company reduced the exercise price of options to acquire 750,000 shares to $.06 	per share (previously $.25 per share).  As a result, the provisions of FASB Interpretation No. 44 relating to variable accounting will apply when the share public trading price exceeds the revised exercise price.  The Company will incur compensation expense measured in each accounting period for these options, calculated at the difference between the share price and the exercise price.  As at December 31, 2002, the options subject to variable accounting resulted in accrued stock options compensation of $Nil.

The Company has granted incentive stock options exercisable as follows:

|OUTSTANDING  |  |           |             |  | OUTSTANDING   |  |                                          
|------------ |  | --------- | ----------- |  | ------------- |  | -----------------------------------------
|DEC 31, 2001 |  | GRANTED   | EXERCISED   |  | DEC. 31, 2002 |  | TERMS                                    
|             |  |           |             |  |               |  |                                          
|390,000      |  | -         | (390,000)   |  | -             |  | $ .073 to May 23, 2004                   
|400,000      |  | -         | (400,000)   |  | -             |  | $ .09 to July 23, 2004                   
|300,000      |  | -         | -           |  | 300,000       |  | $ .25 to September 7, 2004               
|750,000      |  | -         | (600,000)   |  | 150,000       |  | $ .06 to Sept 7, 2004 (revised from $.25)
|-            |  | 1,000,000 | (1,000,000) |  | -             |  | $ .03 to March 14, 2005                  
|-            |  | 1,050,000 | (530,000)   |  | 520,000       |  | $ .075 to July 9, 2005                   
|-            |  | 625,000   | (625,000)   |  | 0             |  | $ .018 to November 4, 2005               
|             |  |           |             |  |               |  |                                          
|1,840,000    |  | 2,675,000 | (3,545,000) |  | 970,000       |  |                                          

Subsequent to the year end, the Company granted options to acquire up to 925,000 common shares at $.09 per share exercisable to January 9, 2006.  Options exercised subsequent to the year end are: 350,000 for $31,500 and 111,000 for $8,300 to settle $39,800 of amounts owing to related parties; 319,000 for $23,925 and 150,000 for $9,000.

d.	Share Warrants

A private placement was approved for the issue of up to 1,500,000 units at $.1445, consisting of one share and a warrant to acquire one share at $.17 for one year.



| |  | GRANTED |  | EXERCISED |  | OUTSTANDING
DECEMBER 31,2002 |  | TERMS                  
| |  | ------- |  | --------- |  | ---------------------------- |  | -----------------------
| |  |         |  |           |  |                              |  |                        
| |  | 636,057 |  | 0         |  | 636,057                      |  | $.17 to August 22, 2003



Warrants to acquire 276,000 shares were surrendered for cancellation subsequent to the year end.

6.	LICENSE TERMINATION

In 2000, the Company entered into a Research, Development and License Agreement to acquire an exclusive license to make, use and sell certain pharmaceutical products. The Company issued 2,600,000 common shares and paid $137,520 of its total research and development funding obligation of $250,000 as consideration for the license.  On February 28, 2001, the parties terminated the Research, Development and License Agreement.  As consideration for efforts made, shares issued and cash paid, the Company was entitled to a 30% net revenue royalty from licensed products to a maximum of $250,000 during the first three years of product sales.

Effective January 15, 2002, the parties agreed to place 2,355,000 of the shares in a voluntary pool and that the Company would be entitled to two-thirds of the proceeds from the sale of the shares until it had received $175,000.  At that time, the net revenue royalty obligation would be considered satisfied.  Insufficient proceeds were received from the sale of the shares to satisfy the Company's net revenue royalty entitlement.

Due to the inability of the Company to predict the timing of payments, the amounts are being recognized on a collected or collectible basis.  To December 31, 2002, recognized royalty payments aggregated $43,304, of which $20,000 was collected subsequent to the year end when the parties extended the repayment date to May 31, 2004.

7.	RESOURCE INTERESTS

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

The Company acquired a 5% working interest in three wells and a 2.7% interest in a fourth well in Tehama County, California.  During 2002, the Company incurred net expenditures of $102,107.  The Company has conveyed to a corporate related party 20% of its interest as additional consideration for providing a loan to assist the Company in acquiring its interest in the project.

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

The Company acquired a 5% working interest in a 8,700 acre property in California for $115,000 and 300,000 shares issued at a deemed value of $27,000.  The Company advanced $117,354 in working interest contributions for the drilling of an initial hole which was completed and abandoned in 2002.

c.	Oil and Gas Interests - Saskatchewan, Canada

The Company entered into a participation drilling program in Saskatchewan, Canada to earn a 4.167% interest in the wells drilled.  To December 31, 2002, the Company has been invoiced $68,772 as its initial share of the program expenditures.  Subsequent to the year end, the Company entered into a second participation agreement to earn a 1.75% interest in the wells drilled.  The agreements are with a corporate related party.

d.	Mineral Interests - Manitoba, Canada

The Company entered into an agreement to acquire a 100% interest in certain lands encompassed by a Special Exploration Permit, located in Northern Manitoba, Canada.  The Company issued 600,000 shares at a deemed value of $60,000 and paid $11,622.  The Company subsequently abandoned its interest in the property.

e.	Drilling Expenditures

In order for the Company to maintain its interest in its oil and gas projects, it will be require to pay its proportionate share of the ongoing program expenditures.

8.	INCOME TAXES

No income taxes were payable by the Company for the three fiscal periods ended December 31, 2002.

The Company has incurred operating losses of approximately $1,270,000 which are available to reduce future years' taxable income.  No future benefits have been recognized in the accounts. The availability of these losses commences to expire in 2012.



Item 8.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

Not applicable.

PART III

Item 9.	Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.

Directors and Executive Officers

All directors of our company hold office until the next annual meeting of the shareholders or until their successors have been elected and qualified.  The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

As at April 9, 2003 our directors and executive officers, their ages, positions held, and duration of such, are as follows:





|Name            | Position Held with our Company                             | Age | Date First
Elected or Appointed
|--------------- | ---------------------------------------------------------- | --- | -------------------------------
|George Tsafalas | President, Chief Executive Officer and
Director            | 34  | June 6, 2002                   
|Byron Cox       | Chief Financial Officer,
Secretary, Treasurer and
Director | 56  | May 2, 2001
June 6, 2002       
|John Thornton   | Director                                                   | 69  | June 18, 2002                  

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee, indicating the principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

George Tsafalas, President, Chief Executive Officer and Director

Mr. Tsafalas was appointed our President, Chief Executive Officer and a director on June 6, 2002.  Mr. Tsafalas has senior management experience in the oil and gas sector, as well as in the hospitality industry and professional sports sectors. He has been active in a number of business enterprises.  A former resident of Calgary AB, Mr. Tsafalas has been an investor in the oil industry and maintains a significant interest in the oil patch community in that city.

Mr. Tsafalas was instrumental in negotiating the partnership on the current Kerrobert Viking Properties in Saskatchewan, Canada.

Byron Cox, Secretary and Treasurer

Mr. Cox served as our President and a director from March 12, 1999 until May 2, 2001.  He currently serves as our Chief Financial Officer, Secretary and Treasurer and effective June 6, 2002 was appointed a director of our company.  Since 1997 he has worked at Alexander-Cox & Company, Vancouver, British Columbia, as that company's president, where he provides investment advisory services, specializing in raising capital and investing in emerging growth companies, as well as developing investor relations programs.  Mr. Cox holds a Bachelor of Arts degree from the University of Toronto, a diploma in Business Administration (Marketing) from Ryerson Polytechnic Institute, and a certificate in Strategic Marketing Management from the Harvard Business School.  He holds professional accreditation in the American Public Relations Society, as well as the Canadian Public Relations Society.

In October 1997, a bankruptcy receiving order was made against Record Publishing, Inc. (Estate No: 25-060808) in Canada.  Mr. Cox was an officer of this company at the time of the bankruptcy.

John Thornton, Director

Mr. Thornton has been involved in the financing and formation of public companies for over three decades.

He has served in the past as a Director on several mining and oil companies and is well known in the investment banking community.

Mr. Thornton's expertise in the financial area will assist Fairchild International in its continuing quest to participate in partnerships with oil companies drilling in development wells.

Committees of the Board

We do not have an audit or compensation committee at this time.

Family Relationships

There are no family relationships between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

Other than as discussed below, none of our directors, executive officers, promoters or control persons have been involved in any of the following events during the past five years:

1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4.	being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively.  Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish our company with copies of all Section 16(a) reports they file.

To the best of our knowledge, all executive officers, directors and greater than 10% shareholders filed the required reports in a timely manner.

Item 10.		Executive Compensation.

The following table summarizes the compensation paid to our President and Chief Executive Officer during the last three completed fiscal years.  No other officers or directors received annual compensation in excess of $100,000 during the last three complete fiscal years.

|                                                   |           | Annual Compensation | Long Term
Compensation(1) | Pay-
outs                     
|-------------------------------------------------- | --------- | ------------------- | ------------------------- | ------------------------------
|Name and Principal
Position                        | Year      | Salary              | Bonus                     | Other
Annual
Compen-
sation(2)
|George Tsafalas
President, CEO and
Director(1)     | 2002      | $34,500(2)          | Nil                       | Nil                           
|Robert Grace
Former President, CEO
and Director(4) | 2002
2001 | $29,820
$19,900     | Nil
Nil                   | Nil
Nil                       
|Byron Cox
Former President, CEO and Director(6)    | 2001
2000 | $1,850
$6,167       | Nil
Nil                   | Nil
Nil                       

(1)

(2)

(3)

(4)

(5)

(6)

(7)

As of the date of this annual report, we have no compensatory plan or arrangement with respect to any officer that results or will result in the payment of compensation in any form from the resignation, retirement or any other termination of employment of such officer's employment with our company, from a change in control of our company or a change in such officer's responsibilities following a change in control.

Employment/Consulting Agreements

Pursuant to a management agreement dated June 1, 2002, George Tsafalas, our company's President, was paid $4,750 per month from June 1, 2002 to and including November 30, 2002 and $6,000 for the month of December, 2002, for total annual compensation of $34,500.

Effective April 1, 2003, we entered into a new management agreement with George Tsafalas.  This agreement provides for payment to Mr. Tsafalas of $3,000 per month commencing April 1, 2003 and ending March 31, 2004.  Pursuant to the terms of this agreement we may satisfy our obligations in respect of payment of the salary to Mr. Tsafalas in any month during the term of the agreement by the issuance of such number of shares of our common stock at a deemed price equal to the average bid price of our common stock on the OTC Bulletin Board for the last five trading days of such month as having a value equal to the salary then otherwise payable.

Pursuant to a management agreement dated June 1, 2002, David Stadnyk, was paid $6,000 per month from June 1, 2002 to and including December 31, 2002, for total annual compensation of $42,000.  Mr. Stadnyk provides oil and gas industry consulting services.

Effective April 1, 2003, we entered into a new management agreement with David Stadnyk.  This agreement provides for payment to Mr. Stadnyk of $2,500 per month commencing April 1, 2003 and ending March 31, 2004.  Pursuant to the terms of this agreement we may satisfy our obligations in respect of payment of the salary to Mr. Stadnyk in any month during the term of the agreement by the issuance of such number of shares of our common stock at a deemed price equal to the average bid price of our common stock on the OTC Bulletin Board for the last five trading days of such month as having a value equal to the salary then otherwise payable.

Effective April 1, 2003, we entered into a management agreement with Winston Cabell.  This agreement provides for payment to Mr. Cabell of $1,000 per month commencing April 1, 2003 and ending March 31, 2004.  Pursuant to the terms of this agreement we may satisfy our obligations in respect of payment of the salary to Mr. Cabell in any month during the term of the agreement by the issuance of such number of shares of our common stock at a deemed price equal to the average bid price of our common stock on the OTC Bulletin Board for the last five trading days of such month as having a value equal to the salary then otherwise payable.  Mr. Cabell assists our company in seeking out new oil and gas investment opportunities.

Other than as disclosed above, we have not entered into any employment or consulting agreements with any of our current officers, directors or employees.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors.  Other than the management agreements discussed above, we do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

Stock Options/SAR Grants

The following grants of stock options or stock appreciation rights were made during the fiscal year ended December 31, 2002 to our named executive officers:

OPTIONS GRANTED TO OUR NAMED EXECUTIVE OFFICERS
IN THE YEAR ENDED DECEMBER 31, 2002





|Name            | Number of Shares
of Common Stock
Underlying Options
Granted | % of Total
Options
Granted(1) | Exercise
or Base Price
($/Share) | Expiration Date
|--------------- | ----------------------------------------------------------- | ----------------------------- | -------------------------------- | ---------------
|George Tsafalas | 400,000                                                     | 14.95%                        | $0.075                           | July 9, 2005   

(1)

AGGREGATED OPTION/SAR EXERCISES IN THE YEAR ENDED DECEMBER 31, 2002





|Name            | Shares
Acquired on
Exercise (#) | Value
Realized
($) | Number of Shares
of Common Stock
Underlying
Unexercised
Options as
December 31, 2002
Exercisable/
Unexercisable | Value of
Unexercised
In-the-Money
Options at
December 31, 2002
Exercisable /
Unexercisable(1)
|--------------- | ------------------------------- | ------------------ | --------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------
|George Tsafalas | 400,000                         | $30,000            | nil/nil                                                                                                         | nil/nil                                                                                      

(1)	The closing bid price on December 31, 2002 was $0.07.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors.  We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Directors Compensation

We reimburse our directors for expenses incurred in connection with attending board meetings but did not pay director's fees or other cash compensation for services rendered as a director in the year ended December 31, 2002.

No cash compensation was paid to any of our directors for the director's services as a director during the fiscal year ended December 31, 2002.  We have no standard arrangement pursuant to which our directors are compensated for their services in their capacity as directors except for the granting from time to time of incentive stock options.  The board of directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director.  Other than indicated below, no director received and/or accrued any compensation for his services as a director, including committee participation and/or special assignments.

On July 9, 2002, we granted an aggregate of 250,000 options to purchase shares of our common stock to Byron Cox, our Secretary, Treasurer and director, at a price of $0.075 exercisable until July 9, 2005. John Thornton, one of our directors, was also granted 250,000 options to purchase shares of our common stock at price of $0.075 exercisable until July 9, 2005.

Item 11.		Security Ownership of Certain Beneficial Owners and Management.

Principal Stockholders

The following table sets forth, as of April 9, 2003, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock, as well as by each of our current directors and executive officers.  Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.  Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.





|Name and Address of Beneficial Owner                       | Amount and Nature of
Beneficial Ownership(1) | Percentage
of Class(1)
|---------------------------------------------------------- | -------------------------------------------- | ----------------------
|David Stadnyk
Suite 600, 595 Hornby Street
Vancouver, BC   | 2,568,817(2)                                 | 10.68%                
|George Tsafalas
Suite 600, 595 Hornby Street
Vancouver, BC | 1,237,000(3)                                 | 5.14%                 
|Byron Cox
Suite 600, 595 Hornby Street
Vancouver, BC       | 559,000(4)                                   | 2.32%                 
|John Thornton
Suite 600, 595 Hornby Street
Vancouver, BC   | 120,000(5)                                   | 0.49%                 
|Directors and Executive Officers as a Group                | 1,916,000(6)                                 | 7.96%                 

(1)

(2)

(3)

(4)

(5)

(6)

Item 12.		Certain Relationships and Related Transactions.

Except as otherwise indicated below, we have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to its knowledge, any of its directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

On November 1, 2001 we borrowed US$5,780 from each of Robert Grace and Byron Cox secured by promissory notes payable upon demand with all accrued interest payable on default.

As previously disclosed, effective July 8, 2002, we received subscriptions for an aggregate of 50,000 units at a price of $1.00 per unit.  Each unit was to consist of one Series A preferred share and three shares of our common stock.

Effective July 8, 2002, we received subscriptions for an aggregate of 50,000 units at a price of $1.00 per unit.  Each unit was to consist of one Series A preferred share and three shares of our common stock.  The common shares were issued at $0.11 per share.  The preferred shares were not issued but were exchanged for promissory notes with a principal amount equal to the original subscription amounts and financing cash of $16,500 have been recognized in our financial statements in connection with the subscriptions.

Item 13.		Exhibits and Reports on Form 8-K.

Reports of Form 8-K

On May 17, 2002, we filed a current report on Form 8-K announcing the entering into of a Farmout Agreement with Olympic Resources (Arizona) Ltd. wherein we have the right to earn from Olympic an assignment of Olympic's interest in oil and gas leasehold interests in certain lands located in Tehama County, California.

On June 17, 2002, we filed a current report on Form 8-K announcing that effective June 6, 2002, Robert Grace resigned as our President and a director.  George Tsafalas was appointed as our President and a director to fill the vacancy created by the resignation of Robert Grace.  As well, Byron Cox, our current Secretary and Treasurer, was appointed as a director of our company.

On August 19, 2002, we filed a current report on Form 8-K announcing the filing of our Form 10-QSB Quarterly Report for the period ended June 30, 2002 with the United States Securities and Exchange Commission.  In connection with the new legislation that requires our Chief Executive Officer and Chief Financial Officer to certify periodic reports that contain financial statements, we have attached as exhibit 99.1 to the Form 8-K Current Report the Certification of the Chief Executive Officer and the Chief Financial Officer.

On February 13, 2003, we filed a current report on Form 8-K announcing that we had entered into a participation agreement with Patch Energy Inc., a private British Columbia company, in order to earn a partial interest in a further 10 well drill program.

On April 8, 2003, we filed a Current Report on Form 8K announcing that we had entered into an amendment agreement to the Participation agreement dated February 10, 2003 with Patch Energy Inc.  The Amendment Agreement provides that we are now obligated to incur 2.5% of the costs associated with the second 10 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.

Financial Statements Filed as Part of the Annual Report:

The following Financial Statements pertaining to Fairchild are filed as part of this annual report:

|Independent Auditors' Report, dated February 28, 2003                                             
|--------------------------------------------------------------------------------------------------
|Balance Sheets as at December 31, 2002 and 2001                                                   
|Balance Sheets as at December 31, 2002 and 2001                                                   
|Statements of Operations and Deficit for the years ended December 31, 2002, 2001 and 2000         
|Statements of Changes in Stockholders' Equity for the years ended December 31, 2002, 2001 and 2000
|Statements of Cash Flow for the years ended December 31, 2002, 2001 and 2000                      
|Notes to the Financial Statements                                                                 

Exhibits Required by Item 601 of Regulation S-B

Exhibit Number and Description

(3)	Articles of Incorporation/Bylaws

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)

(10)	Material Contracts

10.1	Management Agreement dated June 1, 2002 between Fairchild International Corporation and George Tsafalas.

10.2	Management Agreement dated June 1, 2002 between Fairchild International Corporation and David Stadnyk

10.3	Stock Option Agreement between Fairchild International Corporation and George Tsafalas, dated March 24, 2003

10.4	Stock Option Agreement between Fairchild International Corporation and Byron Cox, dated March 24, 2003

10.5	Stock Option Agreement between Fairchild International Corporation and David Stadnyk, dated March 24, 2003

10.6	Stock Option Agreement between Fairchild International Corporation and John Thornton, dated March 24, 2003

10.7	Stock Option Agreement between Fairchild International Corporation and Winston Cabell, dated March 24, 2003

10.8	Stock Option Agreement between Fairchild International Corporation and David Clark, dated March 24, 2003

(99)	Exhibits

99.1	Section 906 Certification

Item 14.		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, our Company carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, including our Company's President and Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Company's President and Chief Executive Officer and our Chief Financial Officer concluded that our Company's disclosure controls and procedures are effective. There have been no significant changes in our Company'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.





SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FAIRCHILD INTERNATIONAL CORPORATION
a Nevada corporation

/s/ George Tsafalas
______________________________
By: George Tsafalas, President, CEO
and Director

Date: April 11, 2003

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures

/s/ George Tsafalas
_____________________________________
George Tsafalas, President,
Chief Executive Officer and Director

Date: April 11, 2003

/s/ Byron Cox
_____________________________________
Byron Cox, Secretary, Treasurer
and Director

Date: April 11, 2003

/s/ John Thornton
_____________________________________
John Thornton, Director

Date: April 11, 2003





CERTIFICATION PURSUANT TO
18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, George Tsafalas, certify that:



1.	I have reviewed this annual report on Form 10-KSB of Fairchild International Corporation;



2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;



4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and



c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and



6.	The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: April 11, 2003

/s/ George Tsafalas
_______________________________

George Tsafalas
Chief Executive Officer

CERTIFICATION PURSUANT TO
18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Byron Cox, certify that:



1.	I have reviewed this annual report on Form 10-KSB of Fairchild International Corporation;



2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;



3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;



4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and



c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and



6.	The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: April 11, 2003

/s/ Byron Cox
_______________________________

Byron Cox
Chief Financial Officer