<PAGE>   1

    As filed with the Securities and Exchange Commission on April 23, 1998.
                                                     Registration No.__________

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549 

                             -----------------------
                                    
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                             
                             -----------------------

                     ADAIR INTERNATIONAL OIL AND GAS, INC.
               (Exact name of issuer as specified in its charter)


                                           
        Texas                                   74-2142545
(State of incorporation                       (I.R.S. Employer
    or organization)                          Identification No.)


               3000 Richmond, Suite 100, Houston, Texas 77098
                  (Address of principal executive offices)


                                CONSULTING PLAN
                            (Full title of the plan) 

                          -----------------------
                                 John W. Adair
                             Chairman of the Board
                     ADAIR INTERNATIONAL OIL AND GAS, INC.
                           3000 Richmond, Suite 100,
                              Houston, Texas 77098
                                 (713) 621-8241

 (Name, address and telephone number, including area code, of agent for service)

                          -----------------------
                                    Copy to:
                               Robert D. Axelrod
                           Axelrod, Smith & Kirshbaum
                         5300 Memorial Drive, Suite 700
                            Houston, Texas 77007

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

IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX:   [x]

<TABLE>
<CAPTION>
                                             CALCULATION OF REGISTRATION FEE                                       
-------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>                       <C>                      <C>
                                                     Proposed                   Proposed
 Title of                                            maximum                    maximum
securities                  Amount                   offering                  aggregate                Amount of
  to be                     to be                     price                     offering              registration
registered                registered               per share(*)                 price(*)                   fee         
----------                ----------               ------------              --------------           -------------

Common stock,             1,000,000 shares           $0.30                   $300,000.00                $88.50
   no par value



-------------------------------------------------------------------------------------------------------------------
</TABLE>

*        Estimated pursuant to Rule 457 of the Securities Act of 1933, as 
         amended, solely for purposes of calculating the registration fee.
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Adair International Oil and Gas, Inc.
(the "Company"), are incorporated herein by reference and made a part hereof:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year ended May
31, 1997; and, (b) all other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since May 31, 1997.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference herein and to be part hereof from the date of the filing of such
documents.  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.

         The securities offered hereby are registered pursuant to Section 12 
of the Exchange Act.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.        INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations under the
federal securities laws, rules and regulations is against public policy.  See
subparagraph (C) of Item 9 below.

         The Articles of Incorporation of the Company ("Articles") provide for
indemnification of Directors and Officers in accordance with the Texas Business
Corporation Act.

         Article XI of the Articles of Incorporation of the Company provides as
follows:

                 Each Director and each officer or former Director or former
         officer of this corporation or each person who may have served at its
         request as a Director or officer of another corporation in which it
         owned shares of capital stock or of which it is a creditor, shall be
         indemnified by the corporation against liabilities imposed upon him
         and expenses reasonably incurred by him in connection with any claim
         made against him, or any action, suit or proceeding to which he may be
         a party by reason of his being or having been such





                                       2
<PAGE>   3
         Director or officer, and against such sums as independent counsel
         selected by the Board of Directors shall deem reasonable payment made
         in settlement of any such claims, action, suit or proceeding primarily
         with a view of avoiding expenses of litigation; provided, however,
         that no Director or officer [shall be indemnified who] shall be
         adjudged in such action, suit or proceeding to be liable for
         negligence or misconduct in performance of duty, or with respect to
         any matters which shall be settled by the payment of sums which
         counsel selected by the Board of Directors shall not deem reasonably
         payment made primarily with a view of avoiding expenses of litigation,
         or with respect to matters for which such indemnification would be
         against public policy.  Such right of indemnification shall be in
         addition to any other rights to which Directors and officers may be
         entitled.

         Article 3.16 of the By Laws of the Company provides as follows:

                 The Board of Directors shall authorize the corporation to pay
         or reimburse any present or former Director or officer of the
         corporation any costs or expenses actually and necessarily incurred by
         him in any action, suit or proceeding to which he is made a party by
         reason of his holding such position; provided, however, that he shall
         not receive such indemnification if he be finally adjudicated therein
         to be liable for negligence or misconduct in office.  The
         indemnification herein provided shall also extend to good faith
         expenditures incurred in anticipation of, or preparation for,
         threatened or proposed litigation. The Board of Directors may, in
         proper cases, extend the indemnification to cover the good faith
         settlement of any such action, suit, or proceeding, whether formally
         instituted or not.

         The foregoing discussion of the Company's Articles and of the Texas
Business Corporation Act is not intended to be exhaustive and is qualified in
its entirety by such Articles and statutes, respectively.

ITEM 7.

         Not Applicable.

ITEM 8.  EXHIBITS.

         The following is a list of exhibits filed as part of the Registration
Statement:

         Exhibit Number               Description of Exhibit

               5                      Opinion of Axelrod, Smith & Kirshbaum

               23(i)                  Consent of Braden, Bennink, Goldstein, 
                                      Gazaway & Company, P.L.L.C.

               23(ii)                 Consent of Axelrod, Smith & Kirshbaum.  
                                      See Exhibit 5.        

               ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         A.      (1)      To file during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:

                 (i)      to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;





                                       3
<PAGE>   4
                 (ii)     to reflect in the prospectus any facts or events
         arising after the effective date of this registration statement (or
         the most recent post-effective amendment thereof) which, individually
         or in the aggregate, represent a fundamental change in the information
         set forth in this registration statement;

                 (iii)    to include any material information with respect to
         the plan of distribution not previously disclosed in this registration
         statement or any material change to such information in this
         registration statement; provided, however, that paragraphs (a) (i) and
         (a) (ii) above do not apply if the registration statement is on Form
         S-3 or Form S-8 and the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed by the Registrant pursuant to Section 13 or Section
         15(d) of the 1934 Act that are incorporated by reference in the
         Registration Statement.

                 (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                 (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         B.      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
that the Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.





                                       4
<PAGE>   5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on April 23, 1998.



                                 ADAIR INTERNATIONAL OIL AND GAS, INC.



                                 By:   /s/ John W. Adair  
                                    ----------------------
                                    John W. Adair,
                                    Chairman of the Board


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:



<TABLE>
<CAPTION>
Signature                                           Title                                     Date
---------                                           -----                                     ----
 <S>                                       <C>                                       <C>
/s/ John W. Adair                          Chairman of the Board                     April 23, 1998
--------------------                       and Director                                              
    John W. Adair                        

/s/ Earl Roberts                           Director and President                    April 23, 1998
--------------------                                                                               
    Earl Roberts

/s/ Jalal Alghani                          Director and Chief                        April 23, 1998
--------------------                       Financial Officer                                                        
    Jalal Alghani                        

</TABLE>





                                       5
<PAGE>   6
                              INDEX TO EXHIBITS

<TABLE>
<CAPTION>


         Exhibit Number               Description of Exhibit
         --------------               ----------------------
         <S>                          <C>
               5                      Opinion of Axelrod, Smith & Kirshbaum

               23(i)                  Consent of Braden, Bennink, Goldstein, 
                                      Gazaway & Company, P.L.L.C.

               23(ii)                 Consent of Axelrod, Smith & Kirshbaum.  
                                      See Exhibit 5.        


</TABLE>
[{"type": "S-8", "sequence": "1", "description": "ADAIR INTERNATIONAL OIL AND GAS, INC.", "secsgml_size_bytes": 16207}]
{"company-data": {"conformed-name": "ADAIR INTERNATIONAL OIL & GAS INC", "cik": "0000355300", "assigned-sic": "1311", "irs-number": "742142545", "state-of-incorporation": "TX", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50799", "film-number": "98599415"}, "business-address": {"street1": "3000 RICHMOND AVENUE", "street2": "SUITE 100", "city": "HOUSTON", "state": "TX", "zip": "77098", "phone": "7136218341"}, "mail-address": {"street1": "3000 RICHMOND AVENUE", "street2": "SUITE 100", "city": "HOUSTON", "state": "TX", "zip": "77098"}, "former-company": {"former-conformed-name": "ROBERTS OIL & GAS INC", "date-changed": "19920703"}}
1

    As filed with the Securities and Exchange Commission on April 23, 1998.
                                                     Registration No.__________

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549 

                             -----------------------
                                    
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                             
                             -----------------------

                     ADAIR INTERNATIONAL OIL AND GAS, INC.
               (Exact name of issuer as specified in its charter)

                                           
        Texas                                   74-2142545
(State of incorporation                       (I.R.S. Employer
    or organization)                          Identification No.)

               3000 Richmond, Suite 100, Houston, Texas 77098
                  (Address of principal executive offices)

                                CONSULTING PLAN
                            (Full title of the plan) 

                          -----------------------
                                 John W. Adair
                             Chairman of the Board
                     ADAIR INTERNATIONAL OIL AND GAS, INC.
                           3000 Richmond, Suite 100,
                              Houston, Texas 77098
                                 (713) 621-8241

 (Name, address and telephone number, including area code, of agent for service)

                          -----------------------
                                    Copy to:
                               Robert D. Axelrod
                           Axelrod, Smith & Kirshbaum
                         5300 Memorial Drive, Suite 700
                            Houston, Texas 77007

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

IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX:   [x]
CALCULATION OF REGISTRATION FEE                                       
-------------------------------------------------------------------------------------------------------------------
Proposed                   Proposed
 Title of                                            maximum                    maximum
securities                  Amount                   offering                  aggregate                Amount of
  to be                     to be                     price                     offering              registration
registered                registered               per share(*)                 price(*)                   fee         
----------                ----------               ------------              --------------           -------------

Common stock,             1,000,000 shares           $0.30                   $300,000.00                $88.50
   no par value

-------------------------------------------------------------------------------------------------------------------
*        Estimated pursuant to Rule 457 of the Securities Act of 1933, as 
         amended, solely for purposes of calculating the registration fee.
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Adair International Oil and Gas, Inc.
(the "Company"), are incorporated herein by reference and made a part hereof:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year ended May
31, 1997; and, (b) all other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since May 31, 1997.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference herein and to be part hereof from the date of the filing of such
documents.  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.

         The securities offered hereby are registered pursuant to Section 12 
of the Exchange Act.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.        INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         It is the position of the Securities and Exchange Commission (the
"Commission") that indemnification against liabilities for violations under the
federal securities laws, rules and regulations is against public policy.  See
subparagraph (C) of Item 9 below.

         The Articles of Incorporation of the Company ("Articles") provide for
indemnification of Directors and Officers in accordance with the Texas Business
Corporation Act.

         Article XI of the Articles of Incorporation of the Company provides as
follows:

                 Each Director and each officer or former Director or former
         officer of this corporation or each person who may have served at its
         request as a Director or officer of another corporation in which it
         owned shares of capital stock or of which it is a creditor, shall be
         indemnified by the corporation against liabilities imposed upon him
         and expenses reasonably incurred by him in connection with any claim
         made against him, or any action, suit or proceeding to which he may be
         a party by reason of his being or having been such

                                       2
3
         Director or officer, and against such sums as independent counsel
         selected by the Board of Directors shall deem reasonable payment made
         in settlement of any such claims, action, suit or proceeding primarily
         with a view of avoiding expenses of litigation; provided, however,
         that no Director or officer [shall be indemnified who] shall be
         adjudged in such action, suit or proceeding to be liable for
         negligence or misconduct in performance of duty, or with respect to
         any matters which shall be settled by the payment of sums which
         counsel selected by the Board of Directors shall not deem reasonably
         payment made primarily with a view of avoiding expenses of litigation,
         or with respect to matters for which such indemnification would be
         against public policy.  Such right of indemnification shall be in
         addition to any other rights to which Directors and officers may be
         entitled.

         Article 3.16 of the By Laws of the Company provides as follows:

                 The Board of Directors shall authorize the corporation to pay
         or reimburse any present or former Director or officer of the
         corporation any costs or expenses actually and necessarily incurred by
         him in any action, suit or proceeding to which he is made a party by
         reason of his holding such position; provided, however, that he shall
         not receive such indemnification if he be finally adjudicated therein
         to be liable for negligence or misconduct in office.  The
         indemnification herein provided shall also extend to good faith
         expenditures incurred in anticipation of, or preparation for,
         threatened or proposed litigation. The Board of Directors may, in
         proper cases, extend the indemnification to cover the good faith
         settlement of any such action, suit, or proceeding, whether formally
         instituted or not.

         The foregoing discussion of the Company's Articles and of the Texas
Business Corporation Act is not intended to be exhaustive and is qualified in
its entirety by such Articles and statutes, respectively.

ITEM 7.

         Not Applicable.

ITEM 8.  EXHIBITS.

         The following is a list of exhibits filed as part of the Registration
Statement:

         Exhibit Number               Description of Exhibit

               5                      Opinion of Axelrod, Smith & Kirshbaum

               23(i)                  Consent of Braden, Bennink, Goldstein, 
                                      Gazaway & Company, P.L.L.C.

               23(ii)                 Consent of Axelrod, Smith & Kirshbaum.  
                                      See Exhibit 5.        

               ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         A.      (1)      To file during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:

                 (i)      to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                                       3
4
                 (ii)     to reflect in the prospectus any facts or events
         arising after the effective date of this registration statement (or
         the most recent post-effective amendment thereof) which, individually
         or in the aggregate, represent a fundamental change in the information
         set forth in this registration statement;

                 (iii)    to include any material information with respect to
         the plan of distribution not previously disclosed in this registration
         statement or any material change to such information in this
         registration statement; provided, however, that paragraphs (a) (i) and
         (a) (ii) above do not apply if the registration statement is on Form
         S-3 or Form S-8 and the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed by the Registrant pursuant to Section 13 or Section
         15(d) of the 1934 Act that are incorporated by reference in the
         Registration Statement.

                 (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                 (3)      To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         B.      The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
that the Registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

                                       4
5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on April 23, 1998.

                                 ADAIR INTERNATIONAL OIL AND GAS, INC.

                                 By:   /s/ John W. Adair  
                                    ----------------------
                                    John W. Adair,
                                    Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
Signature                                           Title                                     Date
---------                                           -----                                     ----
/s/ John W. Adair                          Chairman of the Board                     April 23, 1998
--------------------                       and Director                                              
    John W. Adair                        

/s/ Earl Roberts                           Director and President                    April 23, 1998
--------------------                                                                               
    Earl Roberts

/s/ Jalal Alghani                          Director and Chief                        April 23, 1998
--------------------                       Financial Officer                                                        
    Jalal Alghani
5
6
                              INDEX TO EXHIBITS
Exhibit Number               Description of Exhibit
         --------------               ----------------------
5                      Opinion of Axelrod, Smith & Kirshbaum

               23(i)                  Consent of Braden, Bennink, Goldstein, 
                                      Gazaway & Company, P.L.L.C.

               23(ii)                 Consent of Axelrod, Smith & Kirshbaum.  
                                      See Exhibit 5.