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

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

FORM 10-QSB

(Mark One)

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

For the quarterly period ended June 30, 2002

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

For the transition period from to

Commission file number 000-28305

FAIRCHILD INTERNATIONAL CORPORATION (Exact name of small business issuer as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization)	91-1880015 (I.R.S. Employer Identification No.)
Suite 600, 595 Hornby Street Vancouver, British Columbia, Canada V6C 1A4 (Address of principal executive offices)
604.646.5614 (Issuer's telephone number)

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

21,364,603 common shares, par value $0.001 as at August 9, 2002

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

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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

DISCLOSURE

To: The Shareholders of
Fairchild International Corporation

It is the opinion of management that the interim financial statements for the quarter ended June 30, 2002 include all adjustments necessary in order to ensure that the financial statements are not misleading.

Vancouver, British Columbia
Date: August 19, 2002

/s/ George Tsafalas
___________________________________________
Director of Fairchild International Corporation

FAIRCHILD INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

JUNE 30, 2002

(EXPRESSED IN U.S. DOLLARS)

UNAUDITED

STEELE & CO.* CHARTERED ACCOUNTANTS *Representing incorporated professionals
SUITE 808 808 WEST HASTINGS STREET VANCOUVER, B.C., CANADA V6C 1C8	TELEPHONE: TELEFAX: EMAIL:	(604) 687-8808 (604) 687-2702 email@steele-co.ca

INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors of

Fairchild International Corporation
(a development stage company)

We have reviewed the accompanying balance sheet of Fairchild International Corporation (a development stage company) as of June 30, 2002 and the related interim statements of operations and deficit and cash flow for the six months ended June 30, 2002 and 2001 and cumulative to June 30, 2002. These financial statements are the responsibility of the Company's management.

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

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

We have previously audited, in accordance with generally accepted auditing standards, the balance sheet of Fairchild International Corporation as of December 31, 2001 and the related statements of operations and deficit and cash flow for the year then ended (not presented herein); and in our report dated April 1, 2002, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2001 is fairly stated, in all material respects, in relation to the financial statements from which it has been derived.

Vancouver, Canada	/s/ Steele & Co. STEELE & CO.
August 12, 2002	CHARTERED ACCOUNTANTS

FAIRCHILD INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

(EXPRESSED IN U.S. DOLLARS)

	June 30,	December 31,
	2002	2001
ASSETS
CURRENT
CASH	$1,331	$6,132
ACCOUNTS RECEIVABLE	8,434	-
	$9,765	$6,132
LIABILITIES
CURRENT
ACCOUNTS PAYABLE	$35,406	$26,294
OWING TO RELATED PARTIES	26,288	11,560
	61,694	37,854
SUBSEQUENT EVENTS (NOTE 4)
STOCKHOLDERS' EQUITY
SHARE CAPITAL (NOTE 3)
AUTHORIZED
50,000,000 COMMON SHARES WITH A PAR VALUE OF $.001 PER SHARE
1,000,000 PREFERRED SHARES WITH A PAR VALUE OF $.01 PER SHARE
ISSUED
19,362,103 COMMON SHARES (2001 - 17,074,603)	1,651,577	1,529,732
SHARE SUBSCRIPTIONS (NOTE 3)	115,000	-
ACCRUED STOCK COMPENSATION (NOTE 3)	8,500	-
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE	(1,827,006)	(1,561,454)
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)	(51,929)	(31,722)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$9,765	$6,132

APPROVED BY THE DIRECTORS
/s/ George Tsafalas
	UNAUDITED
/s/ Byron Cox

FAIRCHILD INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS AND DEFICIT

(EXPRESSED IN U.S. DOLLARS)

	Cumulative to	Six Months Ended
	June 30, 2002	June 30, 2002	June 30, 2001
EXPENSES
ADVERTISING	$9,008	$-	$-
BANK CHARGES AND FOREIGN EXCHANGE	14,027	152	672
CONSULTING	57,367	-	-
OFFICE, RENT AND SECRETARIAL	64,362	10,523	3,724
PROFESSIONAL FEES	156,583	20,229	21,556
PROMOTION AND TRAVEL	514,656	2,042	142,483
RELATED PARTY
ADMINISTRATION	177,372	21,050	11,952
CONSULTING	50,000	-	-
CONSULTING - OPTION PROCEEDS	24,820	24,820	-
STOCK OPTION COMPENSATION	8,500	8,500	-
DEBT FORGIVENESS	(54,447)	-	-
RESEARCH AND DEVELOPMENT
AND LICENSE FEES	163,520	-	-
SHAREHOLDER INFORMATION	20,304	-	-
TELEPHONE	3,440	-	-
TRANSFER AGENT FEES	8,655	-	-
	1,218,167	87,316	180,387
LICENSE ROYALTIES	(16,934)	(16,934)	-
OIL AND GAS INTERESTS	454,524	195,170	65,000
MINERAL INTERESTS	171,249	-	71,622
NET LOSS FOR THE PERIOD	1,827,006	265,552	317,009
DEFICIT BEGINNING OF THE PERIOD		1,561,454	1,019,677
DEFICIT END OF THE PERIOD		$1,827,006	$1,336,686
BASIC LOSS PER SHARE		$.02	$.03
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		17,600,136	11,338,266

UNAUDITED

FAIRCHILD INTERNATIONAL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOW

(EXPRESSED IN U.S. DOLLARS)

	Cumulative to	Six Months Ended
	June 30, 2002	June 30, 2002	June 30, 2001
CASH PROVIDED (USED) BY
OPERATING ACTIVITIES
NET LOSS FOR THE PERIOD	$(1,827,006)	$(265,552)	$(317,009)
NON-CASH ITEM
ISSUE OF SHARES FOR SERVICES AND MINERAL INTEREST	407,501	24,820	118,823
ACCRUED STOCK OPTION COMPENSATION	8,500	8,500	-
CHANGE IN NON-CASH OPERATING ITEMS
ACCOUNTS RECEIVABLE	(8,434)	(8,434)	-
ACCOUNTS PAYABLE	35,406	9,112	17,984
	(1,384,033)	(231,554)	(180,202)
FINANCING ACTIVITIES
SHARE SUBSCRIPTIONS	115,000	115,000	-
OWING TO RELATED PARTIES	26,288	14,728	127,838
SHARE CAPITAL ISSUED FOR CASH	1,244,076	97,025	54,000
	1,385,364	226,753	181,838
CHANGE IN CASH FOR THE PERIOD	1,331	(4,801)	1,636
CASH BEGINNING OF THE PERIOD	-	6,132	4,242
CASH END OF THE PERIOD	$1,331	$1,331	$5,878

UNAUDITED

FAIRCHILD INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE INTERIM FINANCIAL STATEMENTS
JUNE 30, 2002

(EXPRESSED IN U.S. DOLLARS)

1. BASIS OF PRESENTATION

These interim financial statements have been prepared under generally accepted accounting principles applicable to interim financial statements and therefore do not include all the disclosures required for annual financial statements. Accordingly, these interim financial statements should be read in conjunction with the audited annual financial statements for the year ended December 31, 2001 and included with Fairchild International Corporation's annual report Form 10-K. In the opinion of management, these financial statements contain all adjustments necessary to present fairly the financial position, results of operations and cash flow for the six month periods ended June 30, 2002 and 2001. Interim results of operations are not necessarily indicative of the results of operations for the full year.

2. GOING CONCERN CONSIDERATIONS AND LICENSE TERMINATION

As of June 30, 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 $265,552 and $541,777 for the six month period ended June 30, 2002 and fiscal year ended December 31, 2001 respectively and had net capital deficiencies of $51,929 as of June 30, 2002 and $31,722 as of December 31, 2001.

3. SHARE CAPITAL

a. Authorized

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

b. Issued and Paid In Capital

		PER
		SHARE	SHARES	CONSIDERATION
Common Shares
Balance at December 31, 2001			17,074,603	$1,529,732
For cash	- stock options	$.03	1,000,000	30,000
	- stock options	$.06	580,000	34,800
	- stock options	$.073	50,000	3,650
	- stock options	$.09	317,500	28,575
For services	- stock options	$.073	340,000	24,820
			2,287,500	121,845
Balance at June 30, 2002			19,362,103	$1,651,577

UNAUDITED

FAIRCHILD INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

JUNE 30, 2002

(EXPRESSED IN U.S. DOLLARS)

3. SHARE CAPITAL - (CONTINUED)

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 June 30, 2002, the options subject to variable accounting resulted in accrued stock options compensation of $8,500.

The Company has granted incentive stock options exercisable as follows:

OUTSTANDING			OUTSTANDING
DEC 31, 2001	GRANTED	EXERCISED	JUNE 30, 2002	TERMS
390,000	-	(390,000)		$ .073 to May 23, 2004
400,000	-	(317,500)	82,500	$ .09 to July 23, 2004
300,000	-	-	300,000	$ .25 to September 7, 2004
750,000	-	(580,000)	170,000	$ .06 to Sept 7, 2004 (revised from $.25)
-	1,000,000	(1,000,000)	-	$ .03 to March 14, 2005
-	1,050,000	-	1,050,000	$ .075 to July 9, 2005
1,840,000	2,050,000	(2,287,500)	1,602,500

Subsequent to the period, the following options were exercised:

PER SHARE	SHARES	CONSIDERATION
$.06	20,000	$1,200
$.075	150,000	$11,250
$.09	82,500	$7,425

UNAUDITED

FAIRCHILD INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

JUNE 30, 2002

(EXPRESSED IN U.S. DOLLARS)

3. SHARE CAPITAL - (CONTINUED)

d. Share Subscriptions

The Company has received subscriptions for shares as follows:

	PER SHARE/
	UNIT	SHARES/UNITS	CONSIDERATION
Common shares	$.04	1,750,000	$70,000
	$.07	71,428	5,000
Preferred share units	$1.00	40,000	40,000

Each unit consists of one redeemable,
convertible Series A Preferred share,
par value $1, and three common
shares.
	$115,000

4. OIL AND GAS INTERESTS

The Company has entered into a farm-in agreement to acquire up to a 3.75% undivided interest (5% working interest) in four test wells. In addition to the working interest payments, a participation fee of up to $15,000 is required for each well prior to spudding. The Company has advanced $195,170 pursuant to the agreement. The Company borrowed $70,000 from a former related party, substantially for the purpose of funding the acquisition of the oil and gas interests. The obligation was settled subsequent to the period by the issue of shares.

The Company has entered into a 10-test well participation drilling program in Saskatchewan, Canada to earn a 12.5% interest (15.625% working interest). The agreement is with a related party and is subject to financing.

UNAUDITED

Item 2. Management's Plan of Operation.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this quarterly report, the terms "we", "us", "our", and "Fairchild" mean Fairchild International Corporation, unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

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

General

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.

Plan of Operation

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 will earn and Olympic will assign a 3.75% undivided interest in five test wells. We have 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. Upon payment by us for the drilling and completion costs, we shall earn a 3.75% working interest in the balance of the farmout lands, provided that if by December 31, 2003 less than 6 test wells have been drilled we shall earn, subject to any limitations established under the underlying operating agreement, an interest in the balance of the farmout lands by virtue of having paid for our share of drilling costs (up to but not including casing) for the test wells actually drilled prior to December 31, 2003, notwithstanding that we have not paid for such drilling costs for 6 test wells.

During the quarter ended June 30, 2002, we drilled three wells on the East Corning Property in Tehama County, California. The gas sales from the first well have commenced with production at approximately 2,000 MCFPD and the other two wells are now shut in and awaiting a pipeline connection. The fourth well of the program has also finished drilling. Production casing was run after encouraging gas shows and electric log profiles were obtained.

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 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 every 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 now provides 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.

During the quarter ended June 30, 2002, we received a loan for $70,000 from Patch Energy Inc. of Vancouver, British Columbia. As evidence of this loan we issued a convertible grid promissory note dated April 4, 2002 to Patch Energy Inc. for the principal sum of $70,000 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 our 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. The loan was elected to be converted into 1,750,000 common shares at a price of $0.04 per share.

During the quarter ended June 30, 2002, we also received subscriptions for 71,428 common shares at a price of $.07 per share.

We also received subscription for a total of 40,000 units having a price of $1.00 per unit, each unit being comprised of 3 common shares and one series A redeemable preferred share. We subsequently agreed with the subscribers that, in lieu of issuing the preferred shares to the subscribers, we would treat the amount payable on redemption as an unsecured loan.

None of the shares subscribed for have been issued as yet.

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. Mr. Cox now holds the positions of Secretary, Treasurer and director of our company. Effective June 18, 2002, John Thornton was appointed to our board of directors.

On June 25, 2002, we entered into a participation agreement with Patch Energy Inc. 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 have 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 otherwise held by Patch Energy under a farmout agreement with True Energy Inc., a TSX Venture Exchange listed company, as operator. Patch Energy Inc. is a private company, the principal shareholder of which is George Tsafalas, our President and director.

Results of Operations

We continue to incur losses from operations. The net loss for the six months ended June 30, 2002 was $265,552 compared to $317,009 for the six months ended June 30, 2001. The decrease in the net loss is due primarily to a decrease in our general and administrative costs, particularly in the area of promotion and travel. Promotion and travel costs were $2,042, as compared to $142,483 for the prior period. We expended $195,170 for the acquisition of oil and gas interests. Professional fees were constant, decreasing slightly from $21,556 in 2001 to $20,229 in 2002.

Liquidity and Capital Resources

Since inception, our primary source of funding our operations has been through private sales of our securities and loans from related parties. For the six months ended June 30, 2002, we issued stock for cash of $97,025 and received subscriptions for a further $115,000 of shares.

As at June 30, 2002, our working capital deficiency was $51,929, as compared to a deficiency of $31,722 as at December 31, 2001. The increase in the working capital deficiency was due primarily to an increase in accounts payable on monies owing to related parties.

Cash Requirements

We will be dependent upon proceeds from the sale of our securities for the near future. We anticipate that we will require approximately $50,000 over the twelve months ending June 30, 2003 for general and administrative expenses and approximately a further $100,000 to fund our current oil and gas exploration activities. 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.

Going Concern

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

RISK FACTORS

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

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

Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider carefully the risk factors set out below.

Likelihood of Profit

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We are engaged in the business of exploring and, if warranted, developing commercial reserves of oil and gas. Our properties are in the exploration stage only and are without known reserves of oil and gas. Accordingly, we have not realized a profit from our operations to date and there is little likelihood that we will realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein.

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 a private placement 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.

Financial Considerations

Our decision as to whether our properties contain commercial oil and gas deposits and should be brought into production will require substantial funds and depend upon the results of exploration programs and feasibility studies and the recommendations of duly qualified engineers, geologists, or both. This decision will involve consideration and evaluation of several significant factors including but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies, and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) market prices for the oil and gas to be produced; (5) environmental compliance regulations and restraints; and (6) political climate, governmental regulation and control.

Property Defects

We have obtained title reports with respect to our oil and gas properties and believes our interests are valid and enforceable; however, these reports do not guarantee title against all possible claims. 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 Lario Oil & Gas Co. and True Energy Inc.

Under the Farmout Agreement 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 obtain 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.

Under the participation agreement with Patch Energy Inc. and the underlying farmout agreement referred to therein, True Energy Inc. will act as operator for the purposes of carrying out the work necessary to obtain our right to earn an interest under the participation agreement and we are therefore dependent upon True Energy's expertise in the area of oil and gas exploration.

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. Our properties are in the exploration and development stage only and are without proven reserves of oil and gas. There can be no assurance that we will establish commercial discoveries on any of our properties.

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 the Company. Any or all of these situations may have a negative impact on one or more of the Company's ability to operate and/or its profitably.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 2. Changes in Securities.

Recent Sales of Unregistered Securities

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

During the quarter we also issued 1,750,000 in satisfaction of a loan in the amount of $70,000 to Patch Energy Inc. The shares were issued in reliance upon Regulation S of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

Effective April 30, 2002, we entered into stock option amendment agreements with certain individuals to provide for an exercise price of $0.06 per share instead of $0.25 per share on an aggregate of 750,000 stock options originally granted on September 7, 2001.

On May 23, 2002 we filed a Form S-8 Registration Statement to register 1,000,000 shares of our common stock in connection with a Consultant Services Agreement dated March 14, 2002 with David Stadnyk. Mr. Stadnyk was issued 1,000,000 options to purchase common shares in the capital of our company at an exercise price of $0.03 per share until March 14, 2005, in connection for services he provided to our company.

John Thornton was appointed to our board of directors effective June 18, 2002.

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

Form 8-K Current Reports

On May 17, 2002 we filed a current report on Form 8-K announcing the entering into of the Farmout Agreement dated April 17, 2002 with Olympic Resources (Arizona) Ltd. wherein Fairchild has the right to earn from Olympic an assignment of Olympic's 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.

Financial Statements Filed as Part of the Quarterly Report

Our financial statements include:

Balance Sheets

Statements of Operations and Deficit

Statements of Cash Flows

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 Convertible Grid Promissory Note dated April 4, 2002 with Patch Energy Inc.

10.2 Amendment Agreement dated May 28, 2002 between Fairchild International Corporation and Praxis Pharmaceuticals Inc.

10.3 Participation Agreement dated June 25, 2002 between Fairchild International Corporation and Patch Energy Inc.

SIGNATURES

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

FAIRCHILD INTERNATIONAL CORPORATION

/s/ George Tsafalas
By:___________________________
George Tsafalas, President and Director
August 19, 2002

/s/ Byron Cox
By:___________________________
Byron Cox, Secretary, Treasurer and
Director
August 19, 2002

/s/ John Thornton
By:___________________________
John Thornton, Director
August 19, 2002